As filed with the Securities
and Exchange Commission on January 27, 2022.
Registration No. 333-261788
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
S-1/A
(Amendment No. 2)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Counter
Press Acquisition Corporation
(Exact name of registrant as specified in its charter)
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Cayman Islands
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6770
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N/A
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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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1981 Marcus Avenue, Suite 227
Lake Success, NY 11042
Telephone: (718) 775-3013
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
Telephone: (302) 738-6680
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
William
N. Haddad, Esq.
Venable LLP
1270 Avenue of the Americas
New York, NY 10020
Tel: (212) 307-5500
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Douglas
S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Tel: (212) 370-1300
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this registration statement.
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act
of 1934.
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Large accelerated
filer ☐
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Accelerated filer
☐
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Non-accelerated filer ☒
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Smaller reporting company
☒
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Emerging growth company ☒
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If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each
Class of Security Being Registered
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Amount Being
Registered(1)
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Proposed
Maximum
Offering Price per
Security(2)
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Proposed
Maximum
Aggregate
Offering
Price(2)
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Amount of
Registration
Fee
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Units, each consisting of one Class A ordinary
share, $0.0001 par value, and one-half of one redeemable warrant
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8,625,000
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(3)
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$
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10.00
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$
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86,250,000
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$
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7,995.38
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Class A ordinary shares included as part of the units(4)
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8,625,000
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—
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—
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—
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Redeemable warrants included as part of the units(4)
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4,312,500
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—
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—
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Class A ordinary shares underlying the redeemable warrants
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4,312,500
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$
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11.50
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(5)
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49,593,750
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4,597.34
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Total
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$
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135,843,750
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$
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12,592.71
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(6)
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(1)
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Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
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(3)
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Includes 1,125,000 units, consisting of 1,125,000 Class A ordinary shares and 562,500
redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments,
if any.
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(4)
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No additional registration fee is payable pursuant to Rule 457(i) under the Securities Act.
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(5)
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Constitutes the exercise price of the redeemable warrants pursuant to which these underlying Class A ordinary shares may be issued, in accordance with Rule 457(g) under the Securities Act.
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(6)
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Previously paid.
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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 it 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 January
27, 2022
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$75,000,000
Counter Press Acquisition Corporation
7,500,000 Units
Counter Press Acquisition Corporation is a newly incorporated
Cayman Islands exempted company whose purpose is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target
business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographical
region, although we intend to focus our search on businesses in the sports, media and data analytics sectors, with a focus
on professional sports businesses, which complement our management team’s expertise and will benefit from its strategic
and hands-on operational leadership. We do not have any specific business combination under consideration and we have not (nor
has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions,
formal or otherwise, with respect to such a transaction. If we are unable to consummate an initial business combination within
the completion window, we will redeem 100% of the public shares for a pro rata portion of the trust account, 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 (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding
public shares, subject to applicable law and as further described herein.
This is an initial public offering of our securities. Each unit
that we are offering has a price of $10.00 and consists of one Class A ordinary share and one-half (1/2) of one redeemable
warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Each warrant
will become exercisable 30 days after the completion of an initial business combination and will expire on the fifth anniversary
of our completion of an initial business combination or earlier upon redemption or liquidation. We have granted the underwriters
a 45-day option to purchase up to an additional 1,125,000 units to cover over-allotments, if any.
Counter Press Sponsor LLC, which we refer to throughout this
prospectus as our “sponsor,” and BTIG and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), the representatives
of the underwriters in this offering, which we refer to throughout this prospectus as the “underwriters,” will agree
that they and/or their designees will purchase, in the aggregate, 432,500 units, or private units, at a price of $10.00 per unit
(400,000 private units by our sponsor and 32,500 private units by the underwriters) (or 471,875 private units if the over-allotment option
is exercised in full, 436,416 of which will be purchased by our sponsor, and 35,459 of which will be purchased by the underwriters)
for a total purchase price of $4,325,000 (or up to $4,718,750 if the over-allotment option is exercised in full) in a private
placement that will occur simultaneously with the consummation of this offering. Each private unit will consist of one Class A
ordinary share, or private share, and one-half (1/2) of one warrant, or a private warrant. Our sponsor and the underwriters
have also agreed that, if the over-allotment option is exercised by the underwriters in full or in part, they and/or their
designees will purchase from us additional private units on a pro rata basis (up to a maximum of 39,375 private units
at a price of $10.00 per private unit) in an amount that is necessary to deposit in the trust account $10.15 per unit sold to
the public in this offering. These additional private units will be purchased in a private placement that will occur simultaneously
with the purchase of units resulting from the exercise of the underwriters’ over-allotment option. The private units
are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus. The private
units purchased by the underwriters are deemed underwriters’ compensation by the Financial Industry Regulatory Authority
(“FINRA”) pursuant to Rule 5110 of the FINRA Manual and will be subject to lock-up requirements and resale registration
limitations imposed by that rule.
Our sponsor currently holds 2,156,250 Class B ordinary shares (which
we refer to as “founders shares,” as further described herein), up to 281,250 of which are subject to forfeiture
depending on the extent to which the underwriters’ over-allotment option is not exercised. Prior to the consummation of the
IPO, we issued to BTIG and EarlyBirdCapital and their designees an aggregate of 38,750 Class A ordinary shares, which we refer to throughout
this prospectus as the underwriter founder shares, at a price of $0.0001 per share. The underwriter founder shares are not subject to
forfeiture if the underwriters’ over-allotment option is not exercised. Holders of Class A ordinary shares and Class B ordinary
shares are entitled to one vote for each share held on all matters to be voted on by our shareholders, except as required by law; provided
that, prior to our initial business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment
of directors. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial
business combination, except as required by law, holders of Class A ordinary shares and holders of Class B ordinary shares will vote
together as a single class. The Class B ordinary shares held by our initial shareholders will automatically convert into Class A ordinary
shares on the completion of our initial business combination on a one-for-one basis, subject to adjustment as provided herein.
There is presently no public market for our units, ordinary
shares or warrants. We intend to apply to list our units on the Nasdaq Global Market, or Nasdaq, under the symbol “CPAQU”
on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq.
We expect that the Class A ordinary shares and warrants comprising the public units are expected to begin separate trading on
the 52nd day following the date of this prospectus unless the underwriters inform us of their decision to allow
earlier separate trading, subject to our filing a Current Report on Form 8-K with the SEC containing an audited balance sheet
reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading
will begin; provided that no fractional warrants will be issued upon separation of the units and only whole warrants will trade.
We cannot guarantee that our securities will be approved for listing. Once the securities comprising the units begin separate
trading, we expect that the Class A ordinary shares and warrants will be traded on Nasdaq under the symbols “CPAQ”
and “CPAQW,” respectively.
We are an “emerging growth company” and “smaller
reporting company” under applicable federal securities laws 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 30 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 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.
No invitation, whether directly or indirectly, may be made to
the public in the Cayman Islands to subscribe for our securities.
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Per Unit
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Total
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Public offering price
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$
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10.00
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$
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75,000,000
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Underwriting discounts and commissions(1)
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$
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0.55
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$
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4,125,000
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Proceeds, before expenses, to us
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$
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9.45
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$
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70,875,000
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(1)
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Includes $0.35 per unit, or $2,625,000 in the aggregate (or $3,018,750 in the aggregate if the underwriters’ over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the completion of an initial business combination. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.
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Upon consummation of the offering, an aggregate of $76,125,000
(or $87,543,750 if the underwriters’ over-allotment option is exercised in full) or $10.15 per unit sold to the public in
this offering will be deposited into a United States-based trust account maintained by Continental Stock Transfer & Trust
Company, acting as trustee and acting as investment manager. Except as described in this prospectus, those funds will not be released
to us until the earlier of the completion of a business combination and our redemption of our public shares.
The underwriters are offering the units on a firm commitment
basis. The underwriters expect to deliver the units to purchasers on or about ,
2022.
Joint Book-Running Managers
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BTIG, LLC
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EarlyBirdCapital, Inc.
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The date of this prospectus is ,
2022.
Table of Contents
We have not authorized anyone to provide any information or to make
any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide
no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only
the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained
in this prospectus is current only as of its date.
TRADEMARKS
This prospectus contains references to trademarks and service marks
belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without
the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will
not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use
or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or
sponsorship of us by, any other companies.
Summary
This summary only highlights the more detailed information appearing
elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under “Risk Factors”
and our financial statements and the related notes included elsewhere in this prospectus, before investing.
Unless otherwise stated in this prospectus or the context otherwise
requires, references to:
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“we,” “us,” “our,” “company” or “our company” are to Counter Press Acquisition Corporation, a Cayman Islands exempted company;
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“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering;
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“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;
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“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;
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“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands
as the same may be amended from time to time;
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“completion window” are to the time period for which we have to complete a proposed business
combination. If we anticipate that we may not be able to consummate our initial business combination within 12 months from the closing
of this offering, we may, at our sponsor’s option, extend the period of time to consummate a business combination up to two times
without shareholder approval, each for an additional three months (for a total of up to 18 months to complete a business combination)
(each such three-month period, a “Funded Extension Period”), so long as our sponsor and/or its affiliates or designees deposit
into the trust account: (i) with respect to a single Funded Extension Period, an additional $0.10 per share (for an aggregate of $750,000,
or $862,500 if the underwriters’ over-allotment option is exercised in full) (an “Extension Payment”), and (ii) with
respect to two consecutive Funded Extension Periods, an Extension Payment prior to each Funded Extension Period, or $0.20 per share in
the aggregate (for an aggregate of $1,500,000, or $1,725,000 if the underwriters’ over-allotment option is exercised in full), upon
five days advance notice prior to the applicable deadline pursuant to the terms of our amended and restated memorandum and articles of
association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company. Our public shareholders
will not be entitled to vote or redeem their shares in connection with any Funded Extension Periods as a result of an Extension Payment.
As a result, we may affect such an extension even if a majority of our public shareholders do not support such an extension and none of
our public shareholders will be able to redeem their shares in connection with such an extension. This feature is different than the traditional
special purpose acquisition company structure, in which any extension of the company’s period to complete a business combination
requires a vote of the company’s shareholders and such shareholders have the right to redeem their public shares in connection with
such vote (although an extension without depositing additional funds into the trust account could still be pursued in the manner available
in the traditional special purpose acquisition company structure);
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“directors” are to our current directors and director nominees;
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“equity-linked securities” are to any securities of our company that are convertible into or exchangeable or exercisable for, Class A ordinary shares of our company;
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“founders shares” are to our 2,156,250 Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering (of which up to 281,250 shares are subject to forfeiture upon the consummation of this offering) and the Class A ordinary shares that will be issued upon the automatic conversion of the founders shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);
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“initial shareholders” are to our sponsor, Counter Press Sponsor LLC,
and other holders (if any) of our founders shares prior to this offering;
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“letter agreement” refers to the letter agreement entered into between us and our initial shareholders, directors and officers on or prior to the date of this prospectus, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part;
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“management” or our “management team” are to our officers and directors;
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“private shares” are to the Class A ordinary shares included in the private units to be issued and sold to our sponsor, BTIG and EarlyBirdCapital in a private placement simultaneously with the closing of this offering;
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“private units” are to the 432,500 units (consisting of 432,500 private
shares and 216,250 private warrants) or 471,875 private units, if the over-allotment is exercised in full (consisting of 471,875
private shares and 235,938 private warrants), to be issued and sold to our sponsor, BTIG and EarlyBirdCapital, in the aggregate,
in a private placement simultaneously with the closing of this offering;
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“private warrants” are to the warrants contained within the private units to be issued and sold to our sponsor, BTIG and EarlyBirdCapital in a private placement simultaneously with the closing of this offering, as well as any warrants that may be issued upon conversion of working capital loans;
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“public shareholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;
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“public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
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“public units” are to the units (consisting of public shares and warrants) being sold in this offering;
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“sponsor” are to Counter Press Sponsor LLC, a Cayman Islands limited
liability company (formerly known as Counter Press Sponsor Corporation which converted into a Cayman Islands limited liability company
after December 20, 2021), including, where applicable, its affiliates;
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“underwriter founder shares” are to the aggregate of 38,750 Class A ordinary
shares that were issued to BTIG and EarlyBirdCapital and their designees in a private placement prior to this offering;
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“warrants” are to our redeemable warrants sold as part of the public units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private warrants; and
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“$,” “US$” and “U.S. dollar” each refer to the United States dollar.
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Any conversion of the Class B ordinary shares
described in this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares
as a matter of Cayman Islands law. All references in this prospectus to shares of the Company being forfeited shall take effect
as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any share dividends described in this prospectus
will take effect as a share capitalization as a matter of Cayman Islands law. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to
receive or trade a whole warrant. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters
will not exercise the over-allotment option and the resulting forfeiture by our sponsor of 281,250
founders shares.
General
Counter Press Acquisition Corporation (the “Company”)
is a blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which
we refer to throughout this prospectus as our initial business combination. We have not identified any business combination target
and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business
combination target.
While we may pursue an acquisition opportunity
in any industry or sector, we intend to focus on businesses in the sports, media and data analytics sectors, with a focus on professional
sports businesses, which complement our management team’s expertise and will benefit from its strategic and hands-on operational
leadership. We believe that the experience and capabilities of our management team will make us an attractive partner to potential
target businesses, enhance our ability to complete a successful business combination and bring value to the business post-business
combination. Our management team represents a unique combination of operating, investing, financial and transactional experience.
This group has a strong track record of creating value for shareholders in multiple sports, media and data analytics companies
that we have led, managed and/or invested in.
Our Founders, Our Board of Directors,
and Management Team
Our management team is comprised of Paul Conway, as Chief Executive Officer
and member of our board of directors, Randy Frankel, as Chairman of our board of directors, Michael Kalt, as Chief Financial Officer and
member of our board of directors, Andrew Friedman and Julie Uhrman, as members of our board of directors. Throughout their careers, we
have built successful businesses and careers in the finance, media, real estate, and sports industries.
Paul Conway, Chief
Executive Officer and member of the board of directors, is the Co-Founder of Pacific Media Group (“PMG”),
a leading financier and distributor of content, such as Ad Astra, which it recently produced. Other films financed includes The
Martian, The Greatest Showman, War of the Planet of the Apes, X-Men Apocalypse and Alien:Covenant. Pacific
Media Group owns a leading animated content library in China including rights for the popular series Wild Kratts, Gigantosaurus
and Garfield.
PMG
is also a leading investor in European football. In June 2016,
Mr. Conway was one of the leaders of a group that acquired OGC
Nice. At OGC Nice, under
the Conway group’s leadership, significant player
trading profits were generated and reinvested in the squad, making
it more competitive within France and internationally, including
the club’s first appearance in the UEFA Champions League.
As a result of the significant improvements to OGC Nice, PMG was
able to exit the club in August 2019.
In December 2017, Mr. Conway was one of the leaders of the group
that acquired Barnsley Football Club and brought the same strategy of commitment to youth, data analytics and commercialization
to England. In the first full year of ownership, the club was automatically promoted to the English Championship. In the 2020-21
English Championship season, Barnsley secured a place in the playoff for promotion to the English Premier League with the youngest
squad in the league. Mr. Conway currently serves as Co-Chairman of Barnsley Football Club.
In November 2019, he entered into a strategic partnership with
Swiss club FC Thun and Mr. Conway joined the Board of Directors. In May 2020, along with Partners Path Capital, his group acquired
a major stake in K.V. Oostende in Belgium. Mr. Conway also serves on the boards of AS Nancy Lorraine, Esbjerg fb, and FC Den Bosch.
Mr. Conway is a frequently interviewed by major media outlets, including The Times of London, Forbes, Bloomberg, The Daily Telegraph,
The Athletic, The Daily Mail, France Football, BBC, Sky Sports, Bloomberg and Reuters.
Mr. Conway previously was a Managing
Director in the Media Investment Banking Group with Oppenheimer and Co.
Mr. Conway received his M.B.A. from
the Columbia Business School, and received his bachelor’s degree from the University of Miami.
Michael Kalt, Chief Financial Officer
and member of the board of directors, is the managing member of Partners Path Capital, a multifamily investment
office he founded in 2014 that focuses on real estate and specialty private transactions. He also serves as Senior Advisor
to Sidewalk Labs, an Alphabet affiliate charged with accelerating the pace of urban innovation to dramatically improve the quality
of city life. Previously, Michael was Senior Vice President of Development and Business Affairs for the Tampa Bay Rays, where
he was part of the core management team that turned around what had been one of the most underperforming clubs in major league
baseball, using an analytics-based approach to drive better performance. He currently serves on the boards of K.V. Oostende of
the Belgian Pro League, AS Nancy Lorraine’s of France Ligue 2, and FC Den Bosh of Holland’s Eerste Divisie and
is chairperson of Esbjerg fB of the Danish First Division.
Michael also worked in
Mayor Bloomberg’s office as a senior advisor to the New York City Deputy Mayor for Economic Development. In that capacity,
he managed relations between the Mayor’s Office and the city’s Economic Development Corporation, coordinated area-wide
planning and economic development initiatives through the five boroughs, and served as the city’s point person for the development
of the new Yankee Stadium, Citi Field and the Barclays Center.
Before joining the Bloomberg
Administration, Michael was a management consultant with McKinsey & Company where he focused on addressing both strategic and
operating issues for media and telecommunications firms. Michael received his BA in Political Science and Urban Studies from
Brown University and his JD from Harvard Law School.
Randy Frankel, Chairman of the board
of directors, is co-owner of the Tampa Bay Rays of Major League Baseball. His ownership
group has overseen a dramatic turnaround, turning one of the worst-run clubs major league baseball into a winning franchise. The
Rays’ success has culminated in two American League championships, including one in 2020, despite typically operating on
a player budget that is far below the league average.
Prior
to owning the Rays, Frankel was at Spear, Leeds &
Kellogg, where he was a managing director and member of the firm’s
executive committee. Frankel joined Goldman Sachs as a managing
director, following its acquisition of Spear, Leeds & Kellogg.
In addition to his interests in professional sports, which include
co-ownership of Belgian Pro League club KV Oostende, French Ligue
2 side AS Nancy and Danish First Division Esbjerg fB, Frankel is
involved in a wide variety of business pursuits, including commercial
real estate, golf courses, wineries and fitness concepts.
Frankel is a graduate of Hofstra University,
where he was a member of the 1976 men’s basketball team that appeared in the NCAA tournament.
Andrew Friedman, member of the board of
directors, has been the Los Angeles Dodgers’ President of Baseball Operations since October 2014, instilling a winning culture
that has resulted in a division title in six seasons, three National League pennants and the 2020 World Championship. Under Friedman’s
leadership since 2015, the Dodgers lead MLB with a .614 winning percentage (634-398), including a franchise-record 106 wins in 2019 and
a club-best .717 winning percentage during the shortened 2020 season (43-17).
Entering his eighth season with the club, Friedman has overseen the
development of a well-regarded baseball farm system, positioning the organization for the long-term success, and also reorganized and
built out the team’s front office, including developing a highly respected data analytics operation. Friedman was named Major League
Baseball’s 2020 Executive of the Year and the Dodgers have twice (2017, 2020) been recognized by Baseball America as its Organization
of the Year, honoring the team for its success from top to bottom.
Friedman previously served as Executive Vice President of Baseball
Operations of the Tampa Bay Rays where, despite overseeing what was typically one of the league’s lowest payrolls, he led
the Rays to four postseason appearances, including two division titles (2008, 2010), in nine seasons from 2006-14. During Friedman’s
time in Tampa Bay, the Rays posted the franchise’s first winning season and won the American League pennant in 2008, when
he was named Sporting News’ Executive of the Year. After finishing below .500 in each of their first 10 years of existence,
the Rays finished above the .500 mark in six consecutive seasons under Friedman from 2008-13. Friedman joined the Rays in 2004
and spent two years serving as director of baseball development.
Prior to his career in baseball, Friedman was an analyst for two
years with New York City-based investment firm Bear, Stearns & Co., Inc., and spent three years as an associate for the private
equity firm MidMark Capital.
Friedman received a baseball scholarship to Tulane University, where
he played outfield for the Green Wave and graduated with a bachelor of science in management with a concentration in finance.
Julie Uhrman, member of the board of directors,
is the Co-Founder and President of Angel City Football Club (ACFC), Los Angeles’ newest professional women’s soccer
team set to debut in Spring 2022 in the NWSL. Uhrman founded ACFC with Academy Award-winning actress and activist Natalie Portman,
technology venture capitalist Kara Nortman and venture capitalist, 776 founder & Reddit co-founder Alexis Ohanian. ACFC is
one of the only majority female-founded and run professional sports teams in the world. She is part of the DraftKings’ All-Star
Network as an Advisor to Drive by DraftKings. Uhrman has also been named a member of Adweek’s 2021 and 2020 Most Powerful
Women In Sports, one of the 100 Most Creative People in Business by Fast Company, and to the Creative 50 list by Advertising Age.
Before ACFC, Uhrman served as the EVP and General Manager of
OTT Ventures at Lionsgate, Head of Platform Business Development at Jaunt, a virtual reality content startup, and Founder and
CEO of OUYA, a pioneering Android-based game console.
Uhrman is a Board Member of the Los Angeles Sports & Entertainment
Commission, LA Sports Council and the Rose Bowl Institute.
We believe the experience, capabilities and strong reputation of the Company’s management team will
make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination
and bring value to the business post-business combination. Our management team represents a unique mix of operating and investing
experience, financial expertise and premier relationships around the world, thereby providing extraordinary access to management
teams, investors and potential business combination targets. While our mandate allows us to pursue an acquisition opportunity in
any industry or sector, we intend to focus on businesses in the sports, media, entertainment, health and wellness and consumer
technology sectors, which complements our management team’s expertise and will benefit from our strategic and hands-on operational
leadership.
Market Opportunity
We believe that sports and its related sub-sectors are among the
most attractive segments in the broader media entertainment ecosystem, with macro tailwinds, large addressable markets and the
ability for organic growth and consolidation. With sports constituting the backbone of highly rated live programming slates, sporting
events expected to continue to demand high attendance after COVID-19 restrictions are removed, fan and customer engagement growing
and evolving online and through social media and technological and data analytic advancements creating new investment and growth
opportunities, we believe that many companies within this ecosystem have characteristics that make them attractive targets. Technological
progression alone has created significant growth opportunities and continues to expand the already significant opportunity set
into new verticals, including legalized sports betting and gambling, wellness, virtual reality, over-the-top, or OTT, on-demand
content, digital health and safety, esports, video games, digital infrastructure, digital ticketing, data analytics and several
other attractive adjacencies. As ownership rules and dynamics within professional leagues continue to evolve, sports club ownership
with its differentiated attractive qualities is becoming a more accessible, distinctive opportunity. Additionally, the COVID-19
pandemic has caused a significant dislocation within the sports, media and entertainment industries, causing businesses with strong
fundamentals and the potential for significant long-term value appreciation before the pandemic to require liquidity and/or innovation
strategies, creating a compelling opportunity for us as we seek to acquire a potential business combination target.
Business Strategy
Our acquisition and value creation strategy will be to identify,
acquire and build a company in the sports, media and data analytics sectors that complements the experience of our management
team and can benefit from its operational expertise. After our initial business combination, we envision our strategy may include
additional mergers and acquisitions with a focus on generating attractive risk-adjusted returns for our shareholders. We will
leverage our management team’s network of potential proprietary and public transaction sources where we believe a combination
of our relationships, knowledge and experience in the sports, media and data analytics sectors could effect a positive transformation
or augmentation of existing businesses to improve their overall value.
The impact of the COVID-19 pandemic on U.S. and global professional
sports and entertainment industries has been profound. In-stadium revenue opportunities, such as ticket and premium seating sales,
concessions, merchandise and parking have been greatly reduced without the crowds of spectators traditionally featured in live
sporting events. As a result, sports clubs and vendors are facing reduced cash flow, leaving ownership groups without the appetite
or liquidity to continue funding operating losses for an indeterminate period of time. Organizations with inefficient operating
models are experiencing significantly more stress during these times, leading many groups to reevaluate their management relationships.
COVID-19 has also had a significant impact on businesses associated with or dependent on sports, for example groups holding media
rights, sports marketing groups and agencies and suppliers to the sports industry. We believe the totality of these circumstances
presents a unique opportunity to acquire special situation sports and media assets that would not otherwise be for sale and/or
to acquire these businesses at opportunistic prices. Due to the poor operating performance caused by Covid-19, the need for innovative
and dynamic operating models is evident. We believe that, with the current landscape, our management team will have the leverage
to identify and acquire assets with great potential at opportunistic price points. As more sports clubs and sports and media related
businesses understand the necessity of building global brands in order to compete for revenue and brand recognition across fan
bases, mature management teams, experiences and expertise will be required to enhance visibility and profitability. We believe
that our management team can provide all of these attributes to a potential target. Our management team has a demonstrated extensive
track record of successful value creation and enhancement (including complex turnarounds) with sports oriented and media assets
and also has access to proprietary opportunities globally that can be leveraged to drive value.
Over the course of their careers, the members of our management
team and their affiliates have developed a broad network of relationships in sports across leagues, team owners, commissioners,
athletes and industry executives that we believe will further complement our sourcing pipeline of acquisition opportunities. We
expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate
that target business candidates will be brought to our attention from various unaffiliated sources, which may include investment
market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.
Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate
the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing
potentially interesting leads.
Acquisition Criteria
Consistent with our business strategy, we have identified the following
general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these
criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business
combination with a target business that does not meet any or all of these criteria and guidelines. Examples include:
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Sports businesses, including European football clubs, with intrinsic brand value that
could be enhanced by our management team through improvement of (a) on-field performance through an analytics-based approach,
and (b) business and revenue operations;
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Businesses that would benefit from our extensive networks and insights within the
sector to drive new customer relationships and revenue growth;
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Sports, media and data analytics businesses where we can further monetize intellectual
property and real assets; and
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Businesses that would benefit from an acquisition strategy and more efficient capital
allocation.
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These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business
combination may be based on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the
above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications
related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation
or tender offer materials, as applicable, that we would file with the SEC.
Notwithstanding the foregoing, the past performance of our management
team and the companies in which our sponsor’s members have been involved is not a guarantee either (i) that we will be able
to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination
we may consummate. Neither our management team nor sponsor nor any of their respective officers, directors, employees or affiliates
have had management experience with special purpose acquisition corporations in the past. You should not rely on their respective
historical records or performance as indicative of our future performance. In addition, members of our management team may have
conflicts of interest with other entities to which they owe fiduciary or contractual obligations concerning initial business combination
opportunities. For a list of our management team and entities for which a conflict of interest may or does exist, as well as the
priority and preference that such other entities have with respect to performance of obligations and presentation of business opportunities
to us, please refer to the table and subsequent explanatory paragraph titled “Management — Conflicts of Interest.”
Initial Business Combination
If we do not consummate our initial business combination
within the completion window, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding
public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the
funds held in the trust account and not previously released to us to pay our taxes (and less up to $100,000 of interest to pay dissolution
expenses), and then seek to dissolve and liquidate. However, we may not be able to distribute all of those amounts due to the claims
of creditors, which may take priority over the claims of our public shareholders. We may also choose
to pursue an extension of the time to complete our business combination without depositing additional funds into the trust account, which,
consistent with a traditional special purpose acquisition company structure, would require a vote of the company’s shareholders
and in connection with which shareholders would have the right to redeem their public shares.
We
will either: (1) seek shareholder approval of our initial business
combination at a general meeting called for such purpose, at which
shareholders may seek to convert their 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 amounts required to pay our income and
franchise taxes); or (2) provide our shareholders with the opportunity
to sell their shares to us by means of a tender offer (and thereby
avoid the need for a shareholder vote) for an amount equal to their
pro rata share of the aggregate amount then on deposit in the trust
account (net of amounts required to pay our income and franchise
taxes), in each case subject to the limitations described herein.
The decision as to whether we will seek shareholder approval of
our proposed business combination or allow shareholders to sell
their shares to us in a tender offer will be made by us, solely
in our discretion, and will be based on a variety of factors such
as the timing of the transaction and whether the terms of the transaction
would otherwise require us to seek shareholder approval. If we
determine to engage in a tender offer, we will file tender offer
documents 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 either immediately prior to or upon such
consummation and, if we seek shareholder approval, a majority of
the outstanding ordinary shares voted are voted in favor of the
business combination.
The initial per public share redemption or conversion price
will be $10.15 per ordinary share, regardless of whether the underwriters’ over-allotment option is exercised. However,
we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our
public shareholders.
Nasdaq listing rules require that our initial business combination
occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in
the trust account (excluding taxes payable on the income earned on the trust account) at the time of the agreement to enter into
the initial business combination. The fair market value of the target or targets will be determined by our board of directors 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). Even though our board of directors will rely on generally accepted standards, our board of directors will have
discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree
of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market
value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed
transaction will provide public shareholders with our analysis of the fair market value of the target business, as well as the
basis for our determinations. If our board is not independently able to determine the fair market value of the target business
or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly
renders valuation opinions, with respect to the satisfaction of such criteria.
We currently anticipate structuring a
business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
our initial business combination where we merge directly with the target business or a newly formed subsidiary or where we acquire
less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting
securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company,
depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares and/or
other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result
of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could
own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100%
of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the
portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value
test. If our initial business combination involves more than one target business, the 80% fair market value test will be based
on the aggregate value of all of the target businesses. If our securities are not listed on the Nasdaq for whatever reason, we
would not be required to satisfy the 80% requirement.
As an alternative to serving as the legal acquiring entity in a
business combination transaction, our company may instead serve as the target company from a legal perspective. In that case, our
shareholders will receive shares of the acquiring company in exchange for their ordinary shares of our company, and the acquiring
company would succeed our company as a publicly traded company. There may be various tax and other ramifications to the business
combination transaction being effected in accordance with that alternative structure.
Potential Conflicts
Our sponsor and members of our management team will directly or indirectly own founder shares, other ordinary
shares or other instruments, such as warrants, linked to our ordinary shares, following this offering and, accordingly, may have
a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.
Our officers and directors will agree to present to us all target
business opportunities that have a fair market value of at least 80% of the assets held in the trust account (excluding taxes
payable on the income accrued in the trust account), subject to any pre-existing fiduciary or contractual obligations. As more
fully discussed in “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of
an initial business combination opportunity that may be attractive to any entity to which he has pre-existing fiduciary or contractual
obligations, subject to their fiduciary duties under Cayman Islands law, he will be required to present such initial business
combination opportunity to such entity prior to presenting such initial business combination opportunity to us. Certain of our
officers and directors currently have certain relevant pre-existing fiduciary duties or contractual obligations. Accordingly,
subject to their fiduciary duties under Cayman Islands law, they will be required to present all suitable business combination
opportunities to such entities prior to presenting them to our company for consideration. Our amended and restated memorandum
and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director
or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or
indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity
for any director or officer, on the one hand, and us, on the other.
For more information on the relevant pre-existing fiduciary duties
or contractual obligations of our management team, see the section titled “Management — Conflicts of Interest”.
Private Placements
In June 2021, our sponsor purchased an aggregate of 2,156,250
of our Class B ordinary shares for an aggregate purchase price of $25,000. The Class B ordinary shares will automatically convert
into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to the adjustments
described herein. Prior to our initial business combination, holders of Class B ordinary shares are the only shareholders of the
company who will have the right to vote on the appointment of directors. On any other matters submitted to a vote of our shareholders,
holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except
as required by law. The number of Class B ordinary shares held or controlled by our sponsor shall in each case be equal to 25%
of the number of public shares sold to our public shareholders in this offering (excluding the underwriter
founder shares and the private shares). Consequently, to the extent the underwriters’ over-allotment option is not
exercised in full in the offering, our sponsor will forfeit a portion (up to 281,250) of its Class B ordinary shares.
In
addition, our sponsor and BTIG and EarlyBirdCapital have committed
to purchase from us in a private placement that we will effect
simultaneously with the closing of this offering, 432,500 private
units, in the aggregate (400,000 private units to be purchased
by our sponsor and an aggregate of 32,500 private units to be purchased
by BTIG and EarlyBirdCapital), at a price of $10.00 per unit, or
$4,325,000 in the aggregate. The private units are comprised of
432,500 Class A ordinary shares and 216,250 private warrants. The
sponsor and BTIG and EarlyBirdCapital have also agreed that, if
the over-allotment option in this offering is exercised in
full or in part, they and/or their designees will purchase from
us an additional number of private units (up to a maximum of 39,375
private units) at $10.00 per private unit, of which up to 36,416
private units will be purchased by our sponsor and up to 2,959
private units will be purchased by BTIG and EarlyBirdCapital, in
order to deposit in the trust account $10.15 per unit sold to the
public in this offering. The private units being sold will
be identical to the public units being sold in this offering, except
that the private warrants will not be redeemable and may be exercised
on a cashless basis so long as they continue to be held by the
sponsor, BTIG and EarlyBirdCapital or their respective affiliates.
Prior to the consummation of the IPO, we issued to BTIG and EarlyBirdCapital
and their designees an aggregate of 38,750 Class A ordinary shares, which we refer to throughout this prospectus as the underwriter
founder shares, at a price of $0.0001 per share. The underwriter founder shares are deemed to be underwriters’ compensation by
FINRA pursuant to Rule 5110 of the FINRA Manual. The underwriter founder shares are not subject to forfeiture if the underwriters’
over-allotment option is not exercised.
The private shares to be purchased by our sponsor and the underwriter,
the founders shares held by our sponsor, and the underwriter founder shares are identical to the ordinary shares being sold in
this offering (except that the founders shares are Class B ordinary shares that entitle the holders thereof to vote on the appointment
of directors prior to the initial business combination). However, our sponsor has agreed: (A) to vote its private shares and/or
founders shares (as applicable) and any public shares acquired in or after this offering in favor of any proposed business combination;
and (B) not to propose, or vote in favor of, an amendment to our amended and restated memorandum and articles of association that
would affect the substance or timing of the redemption rights provided to shareholders as described in this prospectus, unless
we provide to our public shareholders the opportunity to redeem their ordinary shares upon approval of any such amendment at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (net of amounts required
to pay our income and franchise taxes), divided by the number of then outstanding public shares. Additionally, our sponsor, BTIG
and EarlyBirdCapital will agree (C) not to convert any of their shares into the right to receive cash from the trust account in
connection with a shareholder vote to approve our proposed initial business combination (or sell any shares they hold to us in
a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our amended and
restated memorandum and articles of association relating to the substance or timing of the redemption rights provided to shareholders
as described in this prospectus; and (D) that the private shares, underwriter founder shares and founders shares shall not be
entitled to be redeemed for a pro rata portion of the funds held in the trust account if a business combination is not consummated.
On the date of this prospectus, the founders shares will be placed into an escrow account maintained in New
York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions
(described later in this prospectus), 100% of the founders shares will not be transferred, assigned, sold or released from escrow
until six months after the date of the consummation of our initial business combination. Additionally, if, subsequent to our initial
business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our
shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, all of the founders
shares will be released from escrow.
The private
units will not be transferred, assigned or sold (subject to certain
exceptions described in this prospectus) until 30 days after the
consummation of our initial business combination.
JOBS Act and Other Corporate Information
We are a Cayman Islands exempted company incorporated on May
19, 2021. Our executive offices are located at 1981 Marcus Avenue, Suite 227, Lake Success, NY11042 and our telephone number is
(718) 775-3013.
Exempted companies are Cayman Islands companies wishing to conduct
business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As
an exempted company, we have applied for and received a tax exemption undertaking from the Financial Secretary of the Cayman Islands
that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from
the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains
or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations
or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or
other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income
or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.
We are an emerging growth company as defined in the Jumpstart Our
Business Startups Act of 2012 (which we refer to herein as the JOBS Act) and will remain such for up to five years. However, if
our annual gross revenue is $1.07 billion or more, if our non-convertible debt issued within a three year period exceeds $1 billion
or the market value of our ordinary shares 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 have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting
standards.
Additionally, we are a “smaller reporting company” as
defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company
until the last day of the fiscal year in which (1) the market value of our Class A ordinary shares held by non-affiliates exceeds
$250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during
such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of
the end of that year’s second fiscal quarter.
The Offering
In making your decision whether to invest in our securities,
you should take into account not only the backgrounds of the members of our management team, but also the special risks we face
as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the
Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should
carefully consider these and the other risks set forth in the section below entitled “Risk Factors” beginning
on page 30 of this prospectus.
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Securities offered
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7,500,000 units, at $10.00 per unit, each unit consisting of:
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● one Class A ordinary share; and
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● one-half of one warrant,
each whole warrant exercisable to purchase one Class A ordinary share.
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Proposed Nasdaq symbols
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Units: “CPAQU”
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Class A Ordinary Shares: “CPAQ”
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Warrants: “CPAQW”
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Trading commencement and separation of Class A ordinary
shares and warrants
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The units are
expected to begin trading promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising
the units are expected to begin separate trading on the 52nd day following the date of this prospectus unless BTIG and EarlyBirdCapital
inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described
below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares
and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into
the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units
into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole
warrant.
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Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K
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In no event will the Class A ordinary shares and warrants be traded
separately until we have filed with the SEC a Current Report on Form 8-K, or Form 8-K, which includes an audited balance sheet
reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Form 8-K promptly after the closing
of this offering, which is anticipated to take place approximately three business days from the date of this prospectus. If the underwriters’
over-allotment option is exercised following the initial filing of that Form 8-K, a second or amended Form 8-K will be
filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. We
will also include in the Form 8-K, in an amendment thereto, or in a subsequent Form 8-K information indicating if BTIG and EarlyBirdCapital
have allowed separate trading of the Class A ordinary shares and warrants prior to the 52nd day after the date of this
prospectus.
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Units:
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Number issued and outstanding before this offering
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0
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Number to be sold in this offering
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7,500,000(1)
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Number of private units to be sold to our sponsor, BTIG and EarlyBirdCapital in private placement simultaneously with this offering
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432,500(2)
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Number to be issued and outstanding after this offering
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7,932,500(1)
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Ordinary shares:
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Number issued and outstanding before this offering
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2,195,000(3)
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Number to be sold in this offering as part of the public units being sold
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7,500,000(1)
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Number of private shares included in
the private units to be sold to our sponsor, BTIG and EarlyBirdCapital
in a private placement simultaneously with this offering
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|
432,500(4)
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Number to be issued and outstanding
after this offering and sale of the private placement units
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|
9,846,250(1)(5)
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Warrants:
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Number issued and outstanding before this offering
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0
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Number of redeemable warrants to be sold in this offering as part of the public units being sold
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3,750,000(1)
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Number
of non-redeemable private warrants included in the private units
to be sold to our sponsor, BTIG and EarlyBirdCapital in a private
placement simultaneously with this offering
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216,250(6)
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Number
of warrants to be issued and outstanding after this offering and
the sale of the private placement units
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3,966,250(1)
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1
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Assumes no exercise of the underwriters’ over-allotment option.
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2
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Consists of 400,000 and 32,500 private units to be sold to our sponsor, BTIG and EarlyBirdCapital,
respectively, simultaneously with the consummation of this offering.
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3
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Consists of 2,156,250 founders shares and 38,750 underwriter founder shares issued to BTIG
and EarlyBirdCapital and their designees. The founders shares include up to 281,250 Class B ordinary shares that are subject to forfeiture
to the extent the underwriters’ over-allotment option is not exercised in full. Except as otherwise specified, the rest of
this prospectus has been drafted to give effect to the full forfeiture of these 281,250 founders shares.
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4
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Assumes no exercise of the underwriters’ over-allotment option in this offering. If the
over-allotment option is exercised, an additional 39,375 private units, composed of 39,375 shares and 19,688 warrants (471,875 private
units, consisting of 471,875 shares and 235,938 warrants, in total) will be sold to our sponsor, BTIG and EarlyBirdCapital in the private
placement simultaneously with this offering.
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5
|
Consists of 7,500,000 public shares, 38,750 underwriter founder shares issued to BTIG and
EarlyBirdCapital and their designees, 432,500 private shares and 1,875,000 founders shares (after forfeiture of 281,250 founders shares,
if the underwriters’ over-allotment option is not exercised).
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6
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Assumes no exercise of the underwriters’ over-allotment option in this offering. If that
over-allotment option is exercised, an additional 19,688 private warrants (235,938 private warrants in total) will be sold in the private
placement simultaneously with this offering.
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Exercisability of warrants
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Each whole warrant is exercisable to purchase one of our Class A ordinary shares. Only whole warrants are exercisable.
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Exercise price of warrants
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$11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial shareholders or their affiliates, without taking into account any founders shares held by them prior to such issuance) (which we refer to as the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.
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Exercise period for warrants
|
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The warrants will become exercisable 30 days following the completion of our initial business combination.
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No warrants will be exercisable for cash unless the registration statement of which this prospectus forms a part (or a different registration statement covering the Class A ordinary shares issuable upon exercise of the warrants) is then in effect and this prospectus (or such other prospectus that is part of such other registration statement) is then current. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not then in effect during the period beginning 60 business days following the consummation of our initial business combination, warrant holders may, during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.
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The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination, or earlier upon redemption.
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Redemption of warrants
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Once the warrants become exercisable, we may redeem the
issued and outstanding warrants:
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● in whole and not in part;
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● at a price of $0.01 per warrant;
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● upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period;
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●
if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions,
share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like, or as described
above under “Exercise price of warrants”) for any 20 trading days within a 30-trading day period commencing once
the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption
to the warrant holders; and
● there is a current registration
statement in effect with respect to the Class A ordinary shares underlying such warrants.
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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 the Class A ordinary shares may fall below the $18.00 trigger price as well as the $11.50 warrant exercise price after the redemption
notice is issued.
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 Class A ordinary shares equal to
the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied
by the 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 Class A ordinary
shares for the five 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. Please see the section entitled “Description of Securities — Redeemable Warrants — Public
Shareholders’ Warrants” for additional information.
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Founders
shares (Class B ordinary shares)
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In
June 2021, our sponsor purchased an aggregate of 2,156,250 founders
shares for an aggregate purchase price of $25,000, or approximately $0.012 per share. Up to 281,250 of these shares are
subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised.
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The founders shares will collectively
be equal to 25% of the number of public shares sold to our public shareholders in this offering (excluding
the underwriter founder shares and the private shares). The number of founder shares issued was determined
based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary
shares upon completion of this offering. If we increase or decrease the size of the offering, we will
effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable,
with respect to our ordinary shares immediately prior to the consummation of the offering in such amount
as to maintain the ownership of founders shares by our sponsor at an amount equal to 25% of our public
shares sold in this offering (excluding the underwriter founder shares and the private shares).
The founders shares will automatically convert into Class A ordinary
shares upon completion of our initial business combination as described herein.
The founders shares are identical to the public shares included
in the units being sold in this offering, except that until the consummation of our initial business combination transaction, only
the holders of our Class B ordinary shares will have the right to participate in the appointment of our directors at our annual
meetings of shareholders. In addition, prior to our initial business combination, holders of a majority of our founders shares
may remove a member of the board of directors for any reason.
The founders shares are furthermore subject to certain agreements
and restrictions, as described below.
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Underwriter
Founder shares (Class A ordinary shares)
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|
Prior to the consummation of the IPO, we issued an aggregate
of 38,750 underwriter founder shares to BTIG and EarlyBirdCapital and their designees. The underwriter founder shares are not
subject to forfeiture if the underwriters’ over-allotment option is not exercised.
The underwriter founder shares are identical to the public shares included in the units being sold in
this offering. Subject to customary, minor exceptions, the holders of the underwriter founder shares will
agree not to transfer, assign or sell any such shares without our prior written consent until the completion of our initial business
combination. The underwriter founder shares are furthermore subject to certain agreements and restrictions, as described below.
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Appointment of directors; voting rights.
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|
Holders of our public shares will not be entitled to vote on the appointment of directors prior to the consummation
of our initial business combination transaction. These provisions of our amended and restated memorandum and articles of association
may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect
to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination,
except as required by law, holders of our founders shares and underwriter founder shares, and holders of our public shares, will
vote together as a single class, with each share entitling the holder to one vote.
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Private units
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|
Our sponsor, BTIG and EarlyBirdCapital have committed to purchase,
in the aggregate, 432,500 private units (or 471,875 private units,
if the underwriters’ over-allotment option is exercised in full), each comprised of one private share and one-half private
warrant. These private units will be sold at a price of $10.00 per unit ($4,325,000 in the aggregate), in a private placement
that will close simultaneously with the closing of this offering. Our sponsor will purchase 400,000 of the private units and
BTIG and EarlyBirdCapital will purchase 32,500 of the private units (or 436,416 private units and 35,459 private units, respectively,
if the underwriters’ over-allotment is exercised in full). Each whole private warrant is exercisable to purchase one
ordinary share at $11.50 per share, subject to adjustment as provided herein.
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To the extent the underwriters’ over-allotment option is exercised,
our sponsor, BTIG and EarlyBirdCapital will agree to purchase such additional number of private
units as is needed to deposit in the trust fund (in which this offering’s net proceeds will
be held) an amount equal to $10.15 per public share sold in the offering.
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A portion of the purchase price of the private units will be deposited in the trust account. If we do
not complete our initial business combination within the completion window, the proceeds from the sale of the private units held
in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and
the private units will expire worthless. The private units are identical to the public units (except as described below under “Principal
Shareholders — Transfers of Founders Shares, Underwriter Founder Shares and Private Units”).
The private units purchased by the underwriters are deemed underwriters’
compensation by FINRA pursuant to Rule 5110 of the FINRA Manual and will be subject to lock-up requirements and resale registration limitations
imposed by that rule.
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Covenants
and transfer restrictions applicable to Founders Shares, underwriter founder shares and private shares
|
|
Our sponsor, as well as our officers and directors,
will agree to vote the founders shares and private shares (included in the private units) in favor of any proposed business
combination. Additionally, our sponsor and officers and directors, as well as BTIG and EarlyBirdCapital and their designees,
as the holders of our founders shares and underwriter founder shares, respectively, and as the prospective purchasers
of the private units, will agree (A) not to convert any founders shares, underwriter founder shares or private shares
for cash in connection with a shareholder vote to approve a proposed initial business combination, or sell any private
shares to us in a tender offer in connection with a proposed initial business combination, and (B) that the founders shares,
underwriter founder shares and private shares will not participate in any liquidating distribution from our trust account
upon winding up if a business combination is not consummated.
Our sponsor, as well as our officers and directors,
will furthermore agree, pursuant to a written agreement with us, that they will not propose any amendment to our amended
and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to
allow redemption in connection with our initial business combination or to redeem our public shares if we do not complete
our initial business combination within the completion window or (ii) modify the other provisions relating to shareholders’
rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem
their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable)
divided by the number of then issued and outstanding public shares;
Subject to customary, minor exceptions, our sponsor, as well as our officers and
directors, will agree not to transfer, assign or sell any of their founders shares, and to maintain their founders shares in escrow, until
six months after the date of the consummation of our initial business combination (all founder shares will also be released from escrow
and lock-up, if sooner than the above, on the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization
or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange
their ordinary shares for cash, securities or other property). The foregoing restrictions do not apply to the underwriter founder shares,
however, the underwriter founder shares will not be transferable (other than transfers to permitted transferees) until after the completion
of the business combination, and will be subject to lock-up as required by FINRA rules. See “Underwriting — Underwriter
Founder Shares.”
Subject to customary, minor exceptions, all of the holders of private
units, including private shares, private warrants and ordinary shares underlying private warrants will agree not to transfer, assign
or sell any of these securities until 30 days after the completion of our initial business combination.
Any permitted transferees of founders shares, underwriter
founder shares and private shares will be subject to the same restrictions and other agreements of our initial shareholders
with respect to any such shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. See
“Principal Shareholders — Transfers of Founders Shares, Underwriter Founder Shares and Private Units.”
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|
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BTIG and EarlyBirdCapital will
agree, not to transfer, assign or sell (subject to customary, minor exceptions) any of the underwriter founder shares
until after the completion of our initial business combination.
See “Principal Shareholders — Transfers of
Founders Shares, Underwriter founder shares and Private Units”. Any permitted transferees will be subject to
the same restrictions and other agreements of our initial shareholders with respect to any founders shares. We refer
to such transfer restrictions throughout this prospectus as the lock-up.
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|
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Extension of time to complete business combination
|
|
If we anticipate that we may not be
able to consummate our initial business combination within 12 months from the closing of this offering,
we may, at our sponsor’s option, extend the period of time to consummate a business combination
for up to two Funded Extension Periods without shareholder approval (for a total of up to 18 months to
complete a business combination), so long as our sponsor and/or its affiliates or designees deposit into
the trust account: (i) with respect to a single Funded Extension Period, an additional Extension Payment
(for an aggregate of $750,000, or $862,500 if the underwriters’ over-allotment option is exercised
in full), and (ii) with respect to two consecutive Funded Extension Periods, an Extension Payment prior
to each Funded Extension Period, or $0.20 per unit in the aggregate (for an aggregate of $1,500,000,
or $1,725,000 if the underwriters’ over-allotment option is exercised in full), upon five days
advance notice prior to the applicable deadline pursuant to the terms of our amended and restated memorandum
and articles of association and the trust agreement to be entered into between us and Continental Stock
Transfer & Trust Company. Our public shareholders will not be entitled to vote or redeem their shares
in connection with any Funded Extension Periods as a result of an Extension Payment. Our sponsor or its
affiliates or designees will receive a non-interest bearing, unsecured promissory note equal to the amount
of any such deposit that will not be repaid in the event that we are unable to close a business combination
unless there are funds available outside the trust account to do so. Such notes would either be paid
upon consummation of our initial business combination, or, at the lender’s discretion, converted
upon consummation of our business combination into additional warrants at a price of $1.00 per warrant.
In the event that we receive notice from our sponsor or its affiliates or designees five days prior to
the applicable deadline of the sponsor’s intent to effect an extension, we intend to issue a press
release announcing such intention at least three days prior to the applicable deadline. In addition,
we intend to issue a press release the day after the applicable deadline announcing whether or not the
funds had been timely deposited. Our sponsor or its affiliates or designees are not obligated to fund
the trust account to extend the time for us to complete our initial business combination. To the extent
that some, but not all, of the members of our sponsor or its affiliates or designees decide to extend
the period of time to consummate our initial business combination, our sponsor or its affiliates or designees
may elect to deposit the entire amount required. Any notes issued pursuant to these loans would be in
addition to any notes issued pursuant to working capital loans made to us.
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Proceeds to be held in trust account
|
|
Nasdaq rules provide that at least 90% of the gross proceeds from
this offering and the sale of the private units be deposited in a trust account.
Of the net proceeds we will receive from this offering
and from the sale of the private units described in this prospectus, $76,125,000
($10.15 per unit), or $87,543,750 ($10.15 per unit) if the underwriters’ over-allotment option is exercised
in full, will be deposited into a segregated account maintained by Continental Stock Transfer & Trust Company, acting
as trustee, and $1.5 million (or $1.725 million if the underwriters’ over-allotment option is exercised in
full) will be paid to the underwriters as underwriting discounts.
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The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds.
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Except with respect to the exceptions
described below, the net proceeds from this offering and the sale of the private units will not
be released from the trust account until the earliest of: (i) the completion of our initial business
combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association to (A) modify the
substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem our public shares if we do not complete our initial business combination
within the completion window or (B) with respect to any other provision relating to shareholders’
rights or pre-business combination activity; and (iii) the redemption of all of our public
shares if we are unable to complete our initial business combination within the completion window,
subject to applicable law. The net proceeds deposited in the trust account could become subject
to the claims of our creditors, if any, which could have priority over the claims of our public
shareholders. Therefore, there is no guarantee that investors will receive $10.15 per share upon
redemption.
Notwithstanding the foregoing, there can be released to us from
the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations.
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Anticipated expenses and funding
sources
|
|
Unless and until we complete our initial business combination,
no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes (as
described above). Based upon current interest rates, we expect the trust account to generate approximately $15,225 of
interest annually (assuming no exercise of the underwriters’ overallotment option and an interest rate of 0.02%
per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market
funds.
Besides the above exception that allows us to access funds from
the trust fund, we may otherwise pay our expenses only from the net proceeds of this offering not held in the trust account (initially
estimated to be $750,000). Additionally, in order to meet our working capital needs following the consummation of this offering
if the funds available to us are insufficient, our sponsor, officers, directors, initial shareholders 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 either be paid upon consummation of our initial
business combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into
units at a price of $10.00 per unit. These units would be identical to private units. 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 other proceeds from our trust account would be used for such repayment.
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Conditions to completing our initial business combination
|
|
Nasdaq listing rules require that our initial business combination
occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in
the trust account (excluding taxes payable on the income earned on the trust account) at the time of the agreement to enter into
the initial business combination. The fair market value of the target or targets will be determined by our board of directors 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 our board is not independently able to determine the
fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm,
or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria.
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We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the issued and 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. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial 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% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
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We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, if we seek shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the business combination.
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Permitted purchases of public shares and warrants by our affiliates
|
|
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Please see “Proposed Business — Permitted purchases of our securities” for a description of how such persons will determine from which shareholders they will seek to acquire shares. There is no limit as to the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination.
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However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as that will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.
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We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, or their respective affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
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Redemption rights for public shareholders upon completion of our initial business combination
|
|
We will provide to our public shareholders the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of up to ten business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein.
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The amount in the trust account is initially anticipated to be $10.15
per public share. The redemption rights will include the requirement that a beneficial holder must identify itself in order
to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with
respect to our warrants. Our sponsor, officers and directors will enter into a letter agreement with us, pursuant to which
they will agree to waive their redemption rights with respect to their founders shares and any public shares they may acquire
during or after this offering in connection with the completion of our initial business combination.
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Manner of conducting redemptions
|
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We will provide to our public shareholders the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination. To the extent shareholder approval is required in connection with a proposed business combination, either under the law or pursuant to stock exchange listing requirements, we will also call a general meeting to approve the business combination. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval.
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For a proxy solicitation (to the extent a shareholder meeting is convened for approval of the business combination), we expect that a proxy statement would be mailed to public shareholders at least three weeks prior to the shareholder vote.
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If we seek shareholder approval, we will complete our initial business
combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of
the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor
of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor,
officers and directors will agree (and their permitted transferees will agree) to vote any founders shares held by them and
any public shares purchased during or after this offering in favor of our initial business combination. We expect that at
the time of any shareholder vote relating to our initial business combination, our sponsor, its affiliates, our management
members and/or their permitted transferees will own approximately 23.1% of our issued and outstanding ordinary shares entitled
to vote thereon. Each public shareholder may elect to redeem his, her or its public shares irrespective of whether voting
for or against the proposed transaction.
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If a shareholder vote is not required for a business combination transaction and we decide to conduct redemptions via a tender offer, we will, pursuant to our amended and restated memorandum and articles of association:
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● conduct redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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● file tender offer documents with the SEC prior to completing our initial business combination which contain financial and other information about the initial business combination and the redemption rights as required under Regulation 14E of the Exchange Act.
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Upon the public announcement of our initial business combination, in connection with the redemptions that we conduct pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
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Also in accordance with the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
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In addition, our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.
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Tendering share certificates in connection with a tender offer or redemption rights
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We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, rather than simply voting against the initial business combination. The tender offer and/or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements.
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Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote
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Notwithstanding the foregoing redemption rights, our amended and restated memorandum and articles of association will provide that in the event that we seek shareholder approval for a business combination transaction and do not pursue a tender offer, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination (to the extent that we seek shareholder approval for the business combination). Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founders shares, private shares or public shares held by them redeemed in connection with our initial business combination.
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Redemption rights in connection with proposed amendments to our amended and restated memorandum and articles of association
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Our amended and restated memorandum and articles of association will provide that any of their provisions,
including those related to pre-business combination activity (including the requirement to deposit the net proceeds of this
offering and a portion of the private units into the trust account and not release such amounts except in specified circumstances,
and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles
of association), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in
a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may
be amended if approved by holders of 50% of our ordinary shares present (in person or by proxy) and voting at a general meeting.
Should our sponsor, BTIG and EarlyBirdCapital vote all of their respective shares in favor of any such amendments, we would require
2,576,876, or 34.4%, of the 7,500,000 public shares issued in this offering to be voted in favor of any such respective amendments
for their approval (assuming no exercise of the underwriters’ overallotment option and no purchase by our sponsor or its
affiliates or our officers and directors or their respective affiliates of public shares in this offering or thereafter). We may
not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association
or in our initial business combination. The sponsor, whose founders shares will in each case be equal to 25% of the number of public
shares sold to our public shareholders in this offering (excluding the underwriter founder shares and the private shares), will
participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will
have the discretion to vote in any manner they choose. Our sponsor, officers, and directors will agree, pursuant to a written agreement
with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would
modify (i) the substance or timing of our obligation to allow redemption in connection with our initial business combination or
to redeem our public shares if we do not complete our initial business combination within the completion window or (ii) other provisions
relating to shareholders’ rights or pre-business combination activity, unless we provide our public shareholders with
the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of
taxes payable) divided by the number of then issued and outstanding public shares. Our sponsor, officers and directors will enter
into a letter agreement with us, pursuant to which they will agree to waive their redemption rights with respect to their founders
shares and public shares in connection with the completion of our initial business combination.
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Release of funds in trust account on closing of our initial business combination
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Upon the completion of our initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination” and to pay the underwriters their deferred underwriting commissions. We will use the remaining funds to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including the 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, the funding of the purchase of other companies, or for working capital.
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Redemption of public
shares and distribution and liquidation if no initial business combination
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If we are unable to complete our initial business combination within
the completion window, we will: (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution
expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no
redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete
our initial business combination within the completion window.
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Our sponsor, officers and directors will
enter into a letter agreement with us, pursuant to which they will waive their rights to liquidating distributions from the
trust account with respect to their founders shares if we fail to complete our initial business combination within the completion
window. However, if our sponsor, officers or directors acquire public shares after this offering, they will be entitled to
liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business
combination within the completion window. BTIG and EarlyBirdCapital and their designees holding the underwriter founder shares
will agree to waive their rights to liquidating distributions from the trust account with respect to those shares in the event
we do not complete our initial business combination within the completion window. Consequently, those underwriter founder
shares will not be entitled to share in the funds held in the trust account that will be available to fund the redemption
of our public shares in that scenario.
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Our sponsor, officers, and directors will
agree, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum
and articles of association that would (i) modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or amendments to our charter prior thereto, or to the redemption rights provided to
our public shares if we do not complete our initial business combination within the completion window or (ii) with respect
to the other provisions relating to shareholders’ rights or pre-business combination activity, unless we provide
our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. However,
we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001
either immediately prior to or upon consummation of our initial business combination (so that we are not subject to the SEC’s
“penny stock” rules).
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Limited payments to insiders
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There will be no finder’s fees, reimbursements or cash payments
made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection
with the completion of our initial business combination, other than the following payments, none of which will be made from
the net proceeds from this offering or the sale of the private units held in the trust account prior to the completion of
our initial business combination:
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● repayment of an aggregate of up to $150,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
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●
payment of $10,000 per month to our sponsor or an affiliate thereof, for office space and related services;
● reimbursement for any out-of-pocket expenses
related to identifying, investigating and completing an initial business combination, provided that no proceeds of this offering
held in the trust account may be applied to the payment of such expenses prior to the consummation of a business combination;
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● repayment of
loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance
transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have
any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be converted into units (identical to
the private units, except that they will be non-redeemable) at a price of $10.00 per unit at the option of the lender;
and
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These payments may be funded using the net proceeds of this offering and the sale of the private units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith.
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Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.
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Audit committee
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Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will have established and will maintain an audit committee (which will be composed entirely of independent directors) to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management — Committees of the Board of Directors — Audit Committee.”
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Indemnity
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Our sponsor has agreed that it will be liable to us if and to the
extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or
a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds
in the trust account to below (i) $10.15 per public share or (ii) such lesser amount per public share held in the trust account
as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net
of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party
who executed a waiver of any and all rights to seek access to 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. Moreover,
in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible
to the extent of any liability for such third party claims. Because we are a blank check company, rather than an operating
company, and our operations will be limited to searching for prospective target businesses to acquire, the only third parties
we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical
services providers or prospective target businesses. We have not independently verified whether our sponsor has sufficient
funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company.
We have not asked our sponsor to reserve for such obligations.
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Conflicts of Interest
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Certain of our management members and directors may manage several investment vehicles. Although we do not believe any conflict currently exists between us and those other vehicles, funds and separate accounts managed by our management members or directors or their respective affiliates may compete with us for business combination or investment opportunities. If these funds or separate accounts decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Counter Press may be suitable for both us and for current or future funds run by Counter Press or its affiliates, or their separate accounts, and may be directed to such investment vehicles or separate accounts rather than to us. Counter Press’s affiliates have no obligation to present us with any opportunity for a potential business combination of which they become aware. Affiliates of Counter Press may be required to present potential business combinations to their respective affiliates or third parties, before they present such opportunities to us, and may have similar obligations to future investment vehicles or third parties.
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RISKS
We are a newly incorporated Cayman Islands exempted company that
has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no
operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take
into account not only the background of our management team, but also the special risks we face as a blank check company. This
offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be
entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning
how Rule 419 blank check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering
to Those of Blank Check Companies Subject to Rule 419.” You should carefully consider these and the other risks set forth
in the section of this prospectus entitled “Risk Factors.”
Summary
Financial Data
The following table summarizes the relevant financial data for our
business and should be read with our financial statements, which are included in this prospectus. We have not had any significant
operations to date, so only balance sheet data is presented.
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As of
September 30, 2021
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Balance Sheet Data:
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Working capital deficit(1)
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$
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(49,640
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)
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Total assets(2)
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67,963
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Total liabilities
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49,640
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Shareholder’s equity
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$
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18,323
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As of
June 30, 2021
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Balance Sheet Data:
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Working capital deficit(1)
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$
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(27,602
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)
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Total assets(1)
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46,824
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Total liabilities
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27,602
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Capital deficiency
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$
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19,222
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(1)
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Working capital deficit excludes deferred
offering costs.
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(2)
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We will consummate our initial business
combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of
such business combination and, solely if we seek shareholder approval, a majority of the outstanding ordinary shares voted
are voted in favor of the business combination.
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Risk
Factors
Summary of Risk Factors
An investment in our securities involves a high degree of risk.
We have provided the following summary of the material risks involved:
Risks Related to our Search for, and Consummation of, Business
Combination Transaction
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Our public shareholders may not be afforded an opportunity to vote on our proposed business combination.
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Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
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If a large number of our shares request to be redeemed for cash in a proposed business combination, that could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
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The completion window for our business combination may give potential target businesses
leverage over us in negotiating a business combination.
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As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets.
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If we do not complete our initial business combination within the completion
window, our public shareholders may receive only $10.15 per share, or less in certain circumstances, and our warrants will
expire worthless.
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We may only be able to complete one business combination with the proceeds of this offering and the sale of the private units, which will cause us to be solely dependent on a single business.
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We may seek to amend our amended and restated memorandum and articles of association or governing instruments, in a manner that will make it easier for us to complete our initial business combination that some of our shareholders may not support.
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Because our sponsor, officers and directors can purchase additional shares in anticipation of the vote on our initial business combination transaction, they may disproportionately influence the outcome.
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Risks Relating to the Post-Business
Combination Company
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After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country.
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We may have limited ability to assess the management of a prospective target business.
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Risks Relating to our Management
Team
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We will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination.
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We may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.
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Past performance by the companies in which our management team and our sponsor’s members and affiliates have been involved may not be indicative of future performance of an investment in us.
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Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.
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Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate.
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Risks Relating to our Securities
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You will not have any rights or interests in funds from the trust account, except under certain limited circumstances.
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We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
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Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.
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An investment in this offering may result in uncertain or adverse U.S. federal income tax consequences.
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If we are unable to consummate our initial business combination within the
completion window, our public shareholders may be forced to wait beyond the completion window before redemption from our trust
account.
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If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
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We may issue additional Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination, thereby diluting you.
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General Risk Factors
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We are a newly incorporated company with no operating history and no revenues, and you have
no basis on which to evaluate our ability to achieve our business objective.
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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 occurs, our business, financial condition and operating
results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose
all or part of your investment.
Risks Relating to our Search for, and Consummation
of or Inability to Consummate, a Business Combination
Our public shareholders may not be afforded an opportunity
to vote on our proposed business combination, which means we may complete our initial business combination even though a majority
of our public shareholders do not support such a combination.
We will either (1) seek shareholder approval of our initial business
combination at a general meeting called for such purpose at which public shareholders may elect to redeem their public shares without
voting, and if they do vote, irrespective of whether they vote for or against the proposed business combination, or (2) provide
our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial
business combination by means of a tender offer (and thereby avoid the need for a shareholder vote), in each in cash, for an amount
payable in cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the completion
of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of
then issued and outstanding public shares, subject to the limitations described herein. Accordingly, it is possible that we will
consummate our initial business combination even if holders of a majority of our public shares do not approve of the business combination
we consummate. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders
to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors
such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval.
For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a shareholder meeting but would still require
us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration
in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of
our outstanding shares, we would seek shareholder approval of such business combination instead of conducting a tender offer.
Our public shareholders
will not be entitled to vote or redeem their shares in connection with any extension of our time to consummate our initial business combination.
If we anticipate that we may not be able
to consummate our initial business combination within 12 months from the closing of this offering, we may, but are not obligated
to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up
to 18 months to complete a business combination); so long as our sponsor and/or its affiliates or designees deposit into the trust account:
(i) with respect to a single Funded Extension Period, an Extension Payment (as defined in this prospectus), and (ii) with respect to two
consecutive Funded Extension Periods, an Extension Payment prior to each Funded Extension Period, or $0.20 per share in the aggregate
(for an aggregate of $1,500,000, or $1,725,000 if the underwriters’ over-allotment option is exercised in full), upon five days
advance notice prior to the applicable deadline pursuant to the terms of our amended and restated memorandum and articles of association
and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company. Our
public shareholders will not be entitled to vote or redeem their shares in connection with any such extension. As a result, we may affect
such an extension even if a majority of our public shareholders do not support such an extension and none of our public shareholders will
be able to redeem their shares in connection with such an extension. This feature is different than the traditional special purpose acquisition
company structure, in which any extension of the company’s period to complete a business combination would require a vote of the
company’s shareholders, with such shareholders having the right to redeem their public shares in connection with such vote. We may
also choose to pursue an extension of the time to complete our business combination without depositing additional funds into the trust
account, which, consistent with a traditional special purpose acquisition company structure, would require a vote of the company’s
shareholders and in connection with which shareholders would have the right to redeem their public shares.
If we seek
shareholder approval of our initial business combination, our initial shareholders, directors and officers have agreed to vote
in favor of such initial business combination, regardless of how our public shareholders vote.
Our sponsor has agreed, pursuant
to the terms of a letter agreement entered into with us, to vote its founder shares and any public shares held by them in favor of our
initial business combination. We expect that our sponsor will own at least 1,875,000, or 19.12% of our issued and outstanding shares
at the time of any such shareholder vote. As a result, in addition to our sponsor’s founder shares, we would need approximately
2,615,626, or 34.88% (assuming all issued and outstanding shares are voted, our sponsor does not purchase any shares in or after this
offering and the over-allotment option is not exercised), of the 7,500,000 public shares sold in this offering to be voted in favor of
an initial business combination in order to have such initial business combination approved (unless a greater vote is required by applicable
law or stock exchange rules). Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that
the necessary shareholder approval will be received than would be the case if our sponsor agreed to vote its founder shares in accordance
with the majority of the votes cast by our public shareholders.
Your only opportunity to affect the investment decision regarding
a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we
seek shareholder approval of the business combination.
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. Since our board of directors may complete
a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote
on the business combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, your
only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your
redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed
to our public shareholders in which we describe our initial business combination.
The ability of our public
shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets,
which may make it difficult for us to enter into a business combination with a target.
We may seek to enter into a business
combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth
or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet that
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 upon completion of
our initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules), or
any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination.
Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001
upon completion of our initial business combination or less than such greater amount necessary to satisfy a closing condition
as described above, we would not proceed with such redemption of our public shares and the related business combination, and we
instead may search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant
to enter into a business combination transaction with us.
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize
our capital structure.
At the time we enter into an agreement for our initial business
combination, we will not know how many shareholders may exercise their redemption rights, and we will therefore need to structure
the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business
combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to
have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements,
or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially
expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for
third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness
at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination
available to us or optimize our capital structure.
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would
be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires us to use
a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
the probability that our initial business combination would be unsuccessful increases. If our initial business combination is unsuccessful,
you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate
liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to
the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose
the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open
market.
Because we
are offering our units to the public at a price per unit of $10.00 in this offering, and our trust account will initially contain
$10.15 per Class A ordinary share, public shareholders may be incentivized to redeem their public shares at the time of our initial
business combination.
We
are offering our units to the public at a price per unit of $10.00 in this offering, and our trust account will initially contain
$10.15 per Class A ordinary share. This is different than some other similarly structured blank check companies for which the
trust account will only contain $10.00 per share. As a result of the additional funds that could be available to public shareholders
upon redemption of Class A ordinary shares, our public shareholders may be more incentivized to redeem their public shares and
not to hold their shares through our initial business combination. A higher percentage of redemptions by our public shareholders
could make it more difficult for us to complete our initial business combination.
The requirement that we complete our initial business
combination within the completion window may give potential target businesses leverage over us in negotiating a business combination
and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we
approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that
would produce value for our shareholders.
Any potential target business with which we enter into negotiations concerning a business combination
will be aware that we must complete our initial business combination within the completion window. Consequently, such target business
may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination
with that particular target business, we may be unable to complete our initial business combination with any target business.
This risk will increase as we get closer to the completion window. Depending upon when we identify a potential target business,
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.
As the number of special purpose acquisition companies evaluating
targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase
the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial
business combination.
In recent years and in particular during the last year, the number
of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special
purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose
acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.
As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources
to identify a suitable target and to consummate an initial business combination.
In addition, because there are more special purpose acquisition
companies seeking to enter into an initial business combination with available targets, the competition for available targets with
attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms.
Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions,
or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination.
This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business
combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors
altogether.
We expect to need to comply with the rules of Nasdaq that
require our initial business combination to occur with one or more target businesses having an aggregate fair market value equal
to at least 80% of the assets held in the trust account at the time of the agreement to enter into the initial business combination.
The rules of Nasdaq require that our initial business combination
occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held
in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the agreement to enter
into the initial business combination. This restriction may limit the type and number of companies with which we may complete
a business combination. If we are unable to locate a target business or businesses that satisfy this fair market value test, our
public shareholders may receive only approximately $10.15 per share, or less in certain circumstances, on the liquidation of our
trust account, and our warrants will expire worthless. If we are not then listed on Nasdaq for whatever reason, we would not be
required to satisfy the foregoing 80% fair market value test and could complete a business combination with a target business
having a fair market value substantially below 80% of the balance in the trust account.
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 coronavirus (COVID-19)
pandemic.
The coronavirus (COVID-19) pandemic has adversely affected the
economies and financial markets worldwide, and the business of any potential target business with which we consummate a business
combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued
concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target
company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely
manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which
are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others. The effects of the COVID-19 pandemic on businesses, and
the inability to predict the future impact of the pandemic on businesses, has also made determinations and negotiations of valuation
more difficult, which could make it more difficult to consummate a business combination transaction. If the disruptions posed
by COVID-19 or other matters of global concern continue for a further extensive period of time, our ability to consummate
a business combination, or the operations of a target business with which we ultimately consummate a business combination, may
be materially adversely affected.
We may not be able to complete our initial business combination
within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem
our public shares and liquidate, in which case our public shareholders may receive only $10.15 per share, or less than such amount
in certain circumstances, and our warrants will expire worthless.
Our sponsor, officers and directors will agree that we must
complete our initial business combination within the completion window. We may not be able to find a suitable target business
and complete our initial business combination within such time period. Our ability to complete our initial business combination
may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described
herein.
If we are unable to complete our initial business combination
within the completion window, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably
possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public
shareholders may receive only $10.15 per share, or less than $10.15 per share, on the redemption of their shares, and our warrants
will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could
be reduced and the per-share redemption amount received by shareholders may be less than $10.15 per share” and other risk
factors herein.
If we seek shareholder approval of our initial business combination,
our sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from public shareholders,
which may influence a vote on a proposed business combination and reduce the public “float” of our securities.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial
shareholders, directors, officers, advisors or any of their affiliates may purchase public shares or public warrants or a combination
thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination, although they are under no obligation or duty to do so. Please see “Proposed Business—Permitted purchases
of our securities” for a description of how such persons will determine from which shareholders to seek to acquire securities.
Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares,
is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor,
directors, officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from public shareholders
who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination,
such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against
our initial business combination. The price per share paid in any such transaction may be different than the amount per share a
public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. The purpose
of such purchases could be to vote such shares in favor of our initial business combination and thereby increase the likelihood
of obtaining shareholder approval of our initial business combination or to satisfy a closing condition in an agreement with a
target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be
to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for
approval in connection with our initial business combination. This may result in the completion of our initial business combination
that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class
A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it
difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
The securities in which we invest the funds held in the
trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share
redemption amount received by public shareholders may be less than $10.15 per share.
The proceeds held in the trust account will be invested only
in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While
short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative
interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open
Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in
the United States. In the event that we are unable to complete our initial business combination or make certain amendments to
our amended and restated certificate of incorporation, our public shareholders are entitled to receive their pro-rata share
of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable
to complete our initial business combination, up to $100,000 of interest). Negative interest rates could reduce the value of the
assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.15 per
share.
If, after
we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our
board of directors may be viewed as having breached their fiduciary duties, thereby exposing the members of our board of directors
and us to claims seeking damages, including potential punitive damages.
If, after we distribute
the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer,” a “fraudulent conveyance” or a “voidable
transfer.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition,
our board of directors may be viewed as having breached its fiduciary duty and/or having acted in bad faith by paying public shareholders
from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims seeking damages,
including potential punitive damages.
If, before
distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims
of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation
may be reduced.
If,
before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary
bankruptcy petition 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 shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise
be received by our public shareholders in connection with our liquidation would be reduced.
You will not be entitled to protections normally afforded
to investors of many other blank check companies.
Since the net proceeds of this offering and the sale of the private
units are intended to be used to complete an 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 completion of this offering and the sale of the private units and
will file a Current Report on Form 8-K that will attach an audited balance sheet demonstrating this fact, we are exempt from rules
promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded
the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have
a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering
were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us
unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.
For a more detailed comparison of our offering to offerings that comply with Rule 419, please see “Proposed Business —
Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed
to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of
our Class A ordinary shares.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our
amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined
under Section 13 of the Exchange Act). As the number of will be restricted from redeeming its shares with respect to more than
an aggregate of 15% of the shares sold in this offering, which we refer to as the “Excess Shares,” without our prior
consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares)
for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our
ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell
Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess
Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding
15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at
a loss.
Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are
unable to complete our initial business combination, our public shareholders may receive only approximately $10.15 per share,
or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.
We expect to encounter intense competition from other entities
having a business objective similar to ours, including private investors (which may be individuals or investment firms), other
blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly
or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess
greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could
potentially acquire with the net proceeds of this offering and the sale of the private units, our ability to compete with respect
to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, if we
are obligated to pay cash for the Class A ordinary shares redeemed and, in the event we seek shareholder approval of our initial
business combination, we make purchases of our Class A ordinary shares, it will potentially reduce the resources available to
us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating
a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only
approximately $10.15 per share (or less in certain circumstances) on the liquidation of our trust account and our warrants will
expire worthless. In certain circumstances, our public shareholders may receive less than $10.15 per share on the redemption of
their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced
and the per-share redemption amount received by shareholders may be less than $10.15 per share” and other risk factors
herein.
If the net proceeds of this offering not being held in
the trust account are insufficient to allow us to operate for at least through the completion window, that could limit the amount
available to fund our search for a target business or businesses and complete our initial business combination, and we will depend
on loans from our sponsor or management team to fund those activities.
We believe that, upon the closing of this offering, the funds
available to us outside of the trust account, will be sufficient to allow us to operate through the completion window; however,
we cannot assure you that our estimate is accurate. Of the net proceeds of this offering and the sale of the private units, only
approximately $750,000 will be available to us initially outside the trust account to fund our working capital requirements. In
the event that our offering expenses exceed our estimate of $750,000, we may fund such excess with funds not to be held in the
trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding
amount. Conversely, in the event that the offering expenses are less than our estimate of $750,000, the amount of funds we intend
to be held outside the trust account would increase by a corresponding amount.
We expect to incur significant costs in pursuit of our acquisition
plans. Management’s plans to address this need for capital through this offering and potential loans from certain of our
affiliates are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we
may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future
may negatively impact the analysis regarding our ability to continue as a going concern and our ability to consummate our initial
business combination transaction.
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 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 shareholders may receive only approximately $10.15 per share on the liquidation of our trust account and
our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.15 per share on
the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account
could be reduced and the per-share redemption amount received by shareholders may be less than $10.15 per share” and
other risk factors herein.
If we are required to
seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or
may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation
to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account
or from funds released to us upon completion of our initial business combination. If we are unable to complete our initial business
combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust
account. Consequently, our public shareholders may only receive approximately $10.15 per share (or less in certain circumstances)
on our redemption of our public shares, and our warrants will expire worthless. In such case, our public shareholders may only
receive $10.15 per share, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive
less than $10.15 per share on the redemption of their shares. See “— If third parties bring claims against us, the
proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less
than $10.15 per share” and other risk factors herein.
If third parties bring
claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders
may be less than $10.15 per share.
Our placing of funds in the trust
account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service
providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the
benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they
may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach
of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case
in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third
party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform
an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed
a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any
alternative.
Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to
execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the
exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment
of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly,
the per-share redemption amount received by public shareholders could be less than the $10.15 per share initially held in
the trust account, due to claims of such creditors.
Our sponsor has agreed that
it will be liable to us if and to the extent any claims by a vendor (other than our independent auditors) for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce
the amount of funds in the trust account to below (i) $10.15 per public share or (ii) such lesser amount per public share
held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets,
in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a
waiver of any and all rights to seek access to 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. Moreover, in the event that an executed
waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability
for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity
obligations and believe that our sponsor’s only assets are securities of our company. Accordingly, our sponsor may not have
sufficient funds available to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore,
no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against
the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.15
per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us
for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the indemnification
obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to
our public shareholders.
In the event that the proceeds in the trust account are reduced
below the lesser of (i) $10.15 per public share or (ii) such lesser amount per share held in the trust account as of the date
of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which
may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our
sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal
action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors
choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to
our public shareholders may be reduced below $10.15 per share.
If, before distributing the proceeds in the trust account
to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders
and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust account to our
public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition
is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or
insolvency laws, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the
claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, the per-share amount
that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, after we distribute the proceeds in the trust account
to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of
our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of
our board of directors and us to claims of punitive damages.
If, after we distribute the proceeds in the trust account to our
public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition
is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our shareholders. In addition, our
board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby
exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing
the claims of creditors.
If we are deemed to be an investment company under the Investment
Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may
make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company under the Investment
Company Act, our activities may be restricted, including:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities;
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each of which may make it difficult for us to complete our initial
business combination.
In addition, we may have imposed upon us burdensome requirements,
including:
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registration as an investment company;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
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We do not believe that our anticipated principal activities
will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in United
States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States
Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the
proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule
3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance
with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder
our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholders
may receive only approximately $10.15 per share, or less in certain circumstances, on the liquidation of our trust account and
our warrants will expire worthless.
Changes in laws or regulations, or a failure to comply with
any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business
combination, and results of operations.
We are subject to laws and regulations enacted by national, regional
and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with,
and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and
their interpretation and application may also change from time to time and those changes could have a material adverse effect on
our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted
and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial
business combination, and results of operations.
Our shareholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation, any distributions
received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the
distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator
could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached
their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company
to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you
that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized
or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due
in the ordinary course of business would be guilty of an offence and may be liable to a fine of up to $18,292 and to imprisonment
for five years in the Cayman Islands.
We may not hold an annual general meeting until after the
completion of our initial business combination. Our public shareholders will not have the right to appoint directors prior to the
consummation of our Business Combination and will not have the right to call a general meeting.
In accordance with the Nasdaq corporate governance requirements,
we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the Nasdaq.
There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors.
Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with
management. As holders of our Class A ordinary shares, our public shareholders also will not have the right to vote on the appointment
of directors prior to completion of our initial business combination. In addition, during that time period, holders of a majority
of our founders shares may remove a member of the board of directors for any reason. Under our amended and restated articles of
association, our shareholders will furthermore not have the right to call a general meeting.
Because we are not limited to a particular industry 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’s operations at the time of this offering, and there may be additional risks
associated with the target business we select for our initial business combination.
While we are focused upon a combination with businesses in the
sports, media and data analytics sectors, with a focus on professional sports businesses, which complement our management team’s
expertise and will benefit from its strategic and hands-on operational leadership, we nevertheless may pursue acquisition opportunities
in any one of numerous industries or geographic locations. We will not, however, under our amended and restated memorandum and
articles of association, be permitted to effectuate our business combination with another blank check company or similar company
with nominal operations. Because we have not yet identified or approached any specific target business with respect to a business
combination, there is no basis at the time of this offering to evaluate the possible merits or risks of any particular target
business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.
To the extent we complete our 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 an early stage entity. Although our officers and directors will endeavor
to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess
all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks
may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact
a target business. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to
investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders
who choose not to redeem their shares and to remain shareholders following the business combination could suffer a reduction in
the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to
successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary
duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials
or proxy statement relating to the business combination contained an actionable material misstatement or material omission.
Although we have identified general criteria and guidelines
that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with
a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial
business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and guidelines
for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business
combination will not have all of these positive attributes. If we complete our initial business combination with a target that
does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that
does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target
that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights,
which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net
worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to
obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval
of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable
to complete our initial business combination, our public shareholders may receive only approximately $10.15 per share on the liquidation
of our trust account and our warrants will expire worthless.
We are not required to obtain an opinion from an independent
investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may
have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial
point of view.
Unless we complete our initial business combination with an affiliated
entity, we are not required to obtain an opinion from an independent investment banking firm, or from another independent entity
that commonly renders valuation opinions, that the price we are paying is fair to our company from a financial point of view. If
no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market
value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer
documents or proxy solicitation materials, as applicable, related to our initial business combination.
We may engage
one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering,
which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection
with a related financing transaction. Our underwriters are entitled to receive deferred commissions that will released from the
trust account only upon completion of an initial business combination. These financial incentives may cause them to have potential
conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection
with the sourcing and consummation of an initial business combination.
We
may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this
offering, including, for example, identifying potential business combination targets, providing financial advisory services, acting
as a placement agent in a private equity offering or arranging debt financing. We may pay such underwriter or its affiliate fair
and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation; provided
that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation
for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60 days
from the date of this prospectus, unless such payment would not be deemed underwriters’ compensation in connection with
this offering. The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an
initial business combination. The fact that the underwriters’ or their respective affiliates’ financial interests
tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any
such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of
an initial business combination.
We may issue notes or other debt securities, or otherwise
incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and
thus negatively impact the value of our shareholders’ investment in us.
Although we have no commitments as of the date of this prospectus
to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to
incur substantial debt to complete our initial business combination. We will agree that we will not incur any indebtedness unless
we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust
account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless,
the incurrence of debt could have a variety of negative effects, including:
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt 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 issued and outstanding;
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our inability to pay dividends on our Class A ordinary shares;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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We may only be able to complete one business combination with
the proceeds of this offering and the sale of the private units, which will cause us to be solely dependent on a single business
which may have a limited number of products or services. This lack of diversification may negatively impact our operations and
profitability.
Of the net proceeds from this offering and the sale of the private
units, $76,875,000, or $88,293,750 if the underwriters’ over-allotment option is exercised in full ((including in each
case amounts not held in trust for use as working capital and assuming in each case no redemption of Class A ordinary shares)
will be available to complete our business combination and pay related fees and expenses (which fees will include up to approximately
$2,625,000 (or up to $3,018,750 if the over-allotment option is exercised in full), for the payment of a fee to BTIG and
EarlyBirdCapital for deferred underwriting commissions payable only upon completion of our initial business combination).
We may effectuate our initial business combination with a single
target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate
our initial business combination with more than one target business because of various factors, including the existence of complex
accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating
results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing
our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive
and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks
or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different
industries or different areas of a single industry. Accordingly, the prospects for our success may be:
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solely dependent upon the performance of a single business, property or asset; or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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This lack of diversification may subject us to numerous economic,
competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which
we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased
costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses that
are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability,
to complete our initial business combination. With multiple business combinations, we could also face additional risks, including
additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple
sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the
acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact
our profitability and results of operations.
We may seek acquisition opportunities with an early stage
company, a financially unstable business or an entity lacking an established record of revenue or earnings.
To the extent we complete our initial business combination with
an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may
be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing
in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense
competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate
the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant
risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our
control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.
We may attempt to complete our initial business combination
with a private company about which little information is available, which may result in a business combination with a company that
is not as profitable as we suspected, if at all.
In pursuing our acquisition strategy, we may seek to effectuate
our initial business combination with a privately held company. Very little public information generally exists about private companies,
and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited
information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
We do not have a specified maximum redemption threshold. The
absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial
majority of our shareholders do not agree.
Our amended and restated memorandum and articles of association
will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon completion of our initial
business combination (such that we do not then become subject to the SEC’s “penny stock” rules), or any greater
net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. As
a result, we may be able to complete our initial business combination even if a substantial majority of our public shareholders
do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination
and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered
into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates.
In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class
A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate
business combination.
In order to effectuate an initial business combination, blank
check companies have, in the past, amended various provisions of their charters and modified governing instruments. We cannot
assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments,
in a manner that will make it easier for us to complete our initial business combination that some of our shareholders may
not support.
In order to effectuate an initial business combination, blank check
companies have, in the recent past, amended various provisions of their charters and modified governing instruments. For example,
blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time
to consummate an initial business combination. Amending our amended and restated memorandum and articles of association will require
at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution
as a matter of Cayman Islands law where it has been approved by either (1) at least two-thirds (or any higher threshold specified
in a company’s articles of association) of a company’s shareholders at a general meeting for which notice specifying
the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles
of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum
and articles of association will provide that special resolutions must be approved either by at least two-thirds of our shareholders
who attend and vote at a shareholders meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other than amendments
relating to the appointment or removal of directors prior to our initial business combination, which require the approval of at
least 90% of our ordinary shares voting in a general meeting), or by a unanimous written resolution of all of our shareholders.
We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing
instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.
The provisions of our amended and restated memorandum and
articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing
the release of funds from our trust account) may be amended with the approval of holders of at least 65% of our ordinary shares
who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It
may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement
to facilitate the completion of an initial business combination that some of our shareholders may not support.
Some other blank check companies have a provision in their charter
which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination
activity, without approval by holders of a certain percentage of the company’s shares. In those companies, amendment of
these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our
amended and restated memorandum and articles of association will provide that any of its provisions, including those related to
pre-business combination activity (including the requirement to deposit the net proceeds of this offering and a portion of the
private placement of units into the trust account and not release such amounts except in specified circumstances), may be amended
if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding
provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders
of 65% of our ordinary shares (other than amendments relating to the appointment or removal of directors prior to our initial
business combination, which require the approval of at least 90% of our ordinary shares voting in a general meeting). Our initial
shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of this offering (excluding the
underwriter founder shares and the private shares, and assuming they do not purchase any units in this offering), may participate
in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the
discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated
memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check
companies, and this may increase our ability to complete our initial business combination with which you do not agree. However,
our amended and restated memorandum and articles of association prohibit any amendment of its provisions (A) that would affect
our public shareholders’ ability to convert or sell their shares to us in connection with a business combination as described
herein or to modify the substance or timing of the redemption rights provided to shareholders as described in this prospectus
if we do not complete our initial business combination within the completion window or (B) with respect to any other provision
relating to shareholders’ rights or pre-initial business combination activity, unless we provide public shareholders with
the opportunity to redeem their public shares. Furthermore, our sponsor, officers and directors will agree, pursuant to a written
agreement with us, that they will not propose such an amendment unless we provide our public shareholders with the opportunity
to redeem their public shares. In certain circumstances, our shareholders may pursue remedies against us for any breach of our
amended and restated memorandum and articles of association.
We may amend the terms of the warrants in a manner that may
be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public 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, but
requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely
affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants
in a manner adverse to a holder if holders of at least a majority of the then outstanding public warrants approve of such amendment.
Although our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding
public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price
of the warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
Certain agreements related to this offering may be amended
without shareholder approval.
Certain agreements, including the underwriting agreement relating
to this offering, the investment management trust agreement between us and Continental Stock Transfer & Trust Company, the
letter agreement among us and our sponsor, officers, directors (including director nominees), the registration rights agreement
among us and our sponsor and the administrative and support services agreement between us and our sponsor, may be amended without
shareholder approval. These agreements contain various provisions that our public shareholders might deem to be material. For example,
the underwriting agreement related to this offering contains a covenant that the target company that we acquire must have a fair
market value equal to at least 80% of the balance in the trust account at the time of signing the definitive agreement for the
transaction with such target business (excluding (i) the fee to be paid to BTIG and EarlyBirdCapital as our advisors in connection
with that transaction and (ii) taxes payable on the income earned on the trust account) so long as we obtain and maintain a listing
for our securities on the Nasdaq. While we do not expect our board to approve any amendment to any of these agreements prior to
our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary
duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business
combination. Any such amendment may have an adverse effect on the value of an investment in our securities.
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.
Although we believe that the net proceeds of this offering and
the sale of the private units will be sufficient to allow us to complete our initial business combination, because we have not
yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction. If
the net proceeds of this offering and the sale of the private units prove to be insufficient, either because of the size of our
initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem
for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination
or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required
to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be
available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete
our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business
combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete
our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure
to secure additional financing could have a material adverse effect on the continued development or growth of the target business.
None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial
business combination. If we are unable to complete our initial business combination, our public shareholders may only receive
approximately $10.15 per share on the liquidation of our trust account, and our warrants will expire worthless. In certain circumstances,
our public shareholders may receive less than $10.15 per share on the redemption of their shares. See “— If third
parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount
received by shareholders may be less than $10.15 per share” and other risk factors below.
Because our sponsor, officers and directors can purchase additional
shares in anticipation of the vote on our initial business combination transaction, they may disproportionately influence the outcome
of that vote in a manner that benefits themselves but is averse to the interests of our public shareholders.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor,
directors, officers, or their respective affiliates may purchase shares in privately negotiated transactions or in the open market
either prior to or following the completion of our initial business combination. Please see “Proposed Business — Permitted
purchases of our securities” for a description of how such persons will determine from which shareholders they will seek
to acquire shares. There is no limit as to the number of shares such persons may purchase, or any restriction on the price that
they may pay.
These persons have no current commitments, plans or intentions
to engage in such transactions and have not formulated any terms or conditions for any such transactions. However, in the event
our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time of a shareholder
vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve
such transaction, which may not be beneficial for our public shareholders.
Because we must furnish our shareholders with target business
financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.
The federal proxy rules require that a proxy statement with
respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial
statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender
offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to
be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America,
or U.S. GAAP, or international financing reporting standards as issued by the International Accounting Standards Board, or IFRS,
depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards
of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the
pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in
time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination
within the completion window.
We are an emerging growth company and a smaller reporting company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available
to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may
make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning
of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a
result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company
for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary
shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would
no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities
less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of
our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be
a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth
companies from being required to comply with new or revised financial accounting standards until private companies (that is, those
that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under
the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may
make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging
growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences
in accounting standards used.
Additionally, we are a “smaller reporting company”
as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company
until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250
million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such
completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of
that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make
comparison of our financial statements with other public companies difficult or impossible.
Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for us to effectuate our initial business combination, require substantial financial and management resources,
and increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate
and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31,
2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging
growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on
our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required
to comply with the independent registered public accounting firm attestation requirement on our internal control over financial
reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly
burdensome on us as compared to other public companies because a target 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 control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase
the time and costs necessary to complete any such acquisition.
Resources and time could be wasted in researching acquisitions
that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business within the completion window. If we are unable to complete our initial business combination, our public shareholders
may receive only approximately $10.15 per share, or less than such amount in certain circumstances, on the liquidation of our
trust account and our warrants will expire worthless.
We anticipate that the investigation of each specific target
business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete
a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be
recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial
business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us
of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with
another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately
$10.15 per share on the liquidation of our trust account and our warrants will expire worthless. See “— If third parties
bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.15 per share” and other risk factors.
The nominal purchase price paid by our sponsor for the founder shares
may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.
We are offering our units at an offering price of $10.00 per unit and
the amount deposited in our trust account is initially anticipated to be $10.00 per public share, implying an initial value of $10.00
per public share. However, prior to this offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares,
or approximately $0.0116 per share. As a result, the value of your public shares may be significantly diluted upon the consummation of
our initial business combination, when the founder shares are converted into public shares. For example, the following table shows the
dilutive effect of the founder shares on the implied value of the public shares upon the consummation of our initial business combination,
assuming that our equity value at that time is $73,500,000, which is the amount in cash we would have for our initial business combination
in the trust account after giving effect to the payment of $2,625,000 of deferred underwriting commissions, assuming the underwriters’
over-allotment option is not exercised, no interest is earned on the funds held in the trust account, and no public shares are redeemed
in connection with our initial business combination, and without taking into account any other potential impacts on our valuation at
such time, such as the trading price of our public shares, the business combination transaction costs any equity issued or cash paid
to the target’s equityholders or other third parties, or the target’s business itself, including its assets, liabilities,
management and prospects, or the impact of our public and private warrants. At such valuation, each Class A ordinary share would have
an implied value of $7.46 per share upon consummation of our initial business combination, which would be a 25.4% decrease as compared
to the initial implied value per public share of $10.00 (the price per unit in this offering, assuming no value is ascribed to the public
warrants).
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Public shares
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|
|
7,500,000
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|
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Founder shares
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1,875,000
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Underwriter Founder shares(1)
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|
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38,750
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Private shares
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432,500
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Total shares
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|
9,846,250
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Total funds in trust available for initial business combination
(less deferred underwriting commissions)
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$
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73,500,000
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Initial implied value per public share
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$
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10.00
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Implied value per share upon consummation of initial
business combination
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$
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7.46
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(1) We issued these underwriter founder shares to BTIG and
EarlyBirdCapital prior to the consummation of the IPO.
Our independent directors have a financial interest in our founder
shares, either directly or through our sponsor. They acquired that interest at no cost. As a result, our independent directors have a
financial interest in consummating an initial business combination, even if our shares decline in value after that business combination
and our public shareholders experience losses in connection with their investment. However, if we do not consummate our initial business
combination, the founder shares would be worthless. The financial interest of our independent directors in the founder shares may give
rise to a potential conflict of interest in considering potential target businesses. You should consider this potential conflict of interest
in deciding whether to invest in this offering and whether to redeem your shares at the time of our initial business combination.
In June 2021, our sponsor purchased 2,156,250 founder shares for a
purchase price of $25,000, or approximately $0.012 per share. Our independent directors are members of our sponsor, and have a financial
interest in the sponsor’s founder shares. Our independent directors acquired that membership interest at no cost. Consequently,
our independent directors may profit substantially if we consummate our initial business combination, even if our share price declines
in value after that business combination and our public shareholders, who typically have purchased their units or shares for prices at
or about $10.00 each, experience significant losses in connection with their investment. If we fail to consummate an initial business
combination, however, the founder shares will be worthless, although in contrast our public shareholders will receive a pro rata distribution
of the aggregate amount then on deposit in the trust account. As a result, the financial interest of our independent directors in our
founder shares may prompt them to consider an initial business combination with a risky target business and/or on terms that may not
be favorable to our public shareholders, particularly as the deadline for completing our initial business combination nears. You should
consider our independent directors’ potential conflict of interest when deciding whether to invest in this offering. If you do
invest in this offering, you should consider this potential conflict of interest when you decide whether to redeem your shares at the
time of our initial business combination.
Our management team and our sponsor may make a profit on any initial
business combination, even if any public shareholders who did not redeem their shares would experience a loss on that business combination.
As a result, the economic interests of our management team and our sponsor may not fully align with the economic interests of public shareholders.
Our structure may not fully align the economic interests of our sponsor
and those persons, including our officers and directors, who have interests in our sponsor with the economic interests of our public
shareholders. Upon the closing of this offering, assuming no exercise of the underwriters’ overallotment option, our sponsor will
have invested in us an aggregate of $4,025,000, comprised of the $25,000 purchase price for the founder shares and the $4,000,000 purchase
price for the private placement units. Assuming a trading price of $10.00 per share upon consummation of our initial business combination,
the 1,875,000 founder shares and 432,500 private shares would have an aggregate implied value of $18,750,000 and $4,325,000, respectively.
Even if the trading price of our Class A ordinary shares was as low as approximately $1.60 per share, and the private warrants were worthless,
the value of the founder shares would be equal to the sponsor’s initial investment in us. As a result, so long as we complete an
initial business combination, our sponsor is likely to be able to recoup its investment in us and make a substantial profit on that investment,
even if our public shares lose significant value. Accordingly, our sponsor and members of our management team who own interests in our
sponsor may have incentives to pursue and consummate an initial business combination quickly, with a risky or not well established target
business, and/or on transaction terms favorable to the equityholders of the target business, rather than continue to seek a more favorable
business combination transaction that could result in an improved outcome for our public shareholders or liquidate and return all of
the cash in the trust to the public shareholders. For the foregoing reasons, you should consider our sponsor’s and management team's
financial incentive to complete an initial business combination when evaluating whether to invest in this offering and/or redeem your
shares prior to or in connection with an initial business combination.
Members of our management team and board of directors have significant
experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, may be,
or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. The defense
or of these matters could be time-consuming and could divert our management’s attention, and may have an adverse effect on us, which
may impede our ability to consummate an initial business combination.
During the course of their careers, members of our management
team and board of directors have had significant experience as founders, board members, officers, executives or employees of other
companies. As a result of their involvement and positions in these companies, certain of those persons have been, may be or may
in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of
such companies, transactions entered into by such companies, or otherwise. Individual
members of our management team and board of directors also may become involved in litigation, investigations or other proceedings
involving claims or allegations related to or as a result of their previous personal conduct, either in their capacity as a corporate
officer or director or otherwise, and may be personally named in such actions and potentially subject to personal liability as
a result of their previous individual conduct or otherwise. Any such liability may or may not be covered by insurance and/or indemnification,
depending on the facts and circumstances. The defense or prosecution of these matters could be time-consuming. Any
litigation, investigations or other proceedings may divert the attention and resources of our management team and board of directors
away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect
our reputation, which may impede our ability to complete an initial business combination.
Risks Relating to the Post-Business Combination
Company
If we effect a business combination with a company located
in a foreign jurisdiction, we would be subject to a variety of additional risks that may negatively impact our operations.
If we pursue a target company with operations or opportunities outside
of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing
to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety
of additional risks that may negatively impact our operations.
If we pursue a target a company with operations or opportunities
outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business
combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting
due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and
changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination with such a company,
we would be subject to any special considerations or risks associated with companies operating in an international setting, including
any of the following:
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costs and difficulties inherent in managing cross-border business operations;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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exchange listing and/or delisting requirements;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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local or regional economic policies and market conditions;
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transparency issues in general and, more specifically, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other anti-corruption compliance laws and issues;
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unexpected changes in regulatory requirements;
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challenges in managing and staffing international operations;
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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currency fluctuations and exchange controls;
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rates of inflation, price instability and interest rate fluctuations;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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underdeveloped or unpredictable legal or regulatory systems;
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protection of intellectual property rights;
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applicable privacy laws and regulations;
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employment laws and regulations;
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social unrest, crime, strikes, riots, natural disasters and civil disturbances;
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regime changes and political upheaval;
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obligatory military service by personnel;
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government appropriation of assets;
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terrorist attacks and wars; and
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deterioration of political relations with the United States.
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We may not be able to adequately address these
additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete
such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition
and results of operations.
If our management following our initial business combination
is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws,
which could lead to various regulatory issues.
Following our initial business combination, any or all of our
management could resign from their positions as officers 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, including the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and stock exchange rules. The
requirements of these rules and regulations will increase legal and financial compliance costs, make some activities more difficult,
time-consuming or costly and increase demand on the company’s systems and resources. The management team may not successfully
or efficiently manage the transition to operating a public company that is subject to significant regulatory oversight and reporting
obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. If
new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar
with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely
affect our operations.
After our initial business combination, substantially all
of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such
country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political
and legal policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as well as government
policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically
and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s
economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries.
A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive
target business with which to consummate our initial business combination and if we effect our initial business combination, the
ability of that target business to become profitable.
Exchange rate fluctuations and currency policies may diminish
a target business’ ability to succeed in the international markets.
In the event we acquire a non-U.S. target, as we are planning to
do, a substantial portion of revenues and income of the target business may be received in a foreign currency, as well as a substantial
portion of its expenses paid in a foreign currency, whereas its financial results will likely be recorded in U.S. dollars. As a
result, the target business’ financial results could be adversely affected by fluctuations in the value of local currencies
relative to the U.S. dollar. The value of the currency in the region of the target business may fluctuates relative to the U.S.
dollar and is affected by, among other things, changes in political and economic conditions. Any change in the relative value of
that 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 U.S. 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 a transaction with that business.
Subsequent to the completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant
negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all
of your investment.
Even if we conduct extensive due diligence on a target business
with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular
target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that
factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be
forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that
could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise
and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges
may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could
contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate
net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business
or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholder or warrant holder who chooses
to remain a shareholder or warrant holder following our initial business combination could suffer a reduction in the value of their
securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.
We may have limited ability to assess the management of a
prospective target business and, as a result, may effect our initial business combination with a target business whose management
may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting our initial business
combination with a prospective target business, our ability to assess the target business’s management may be limited due
to a lack of time, resources or information. Our assessment of the capabilities of the target’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. Accordingly, shareholders or warrant holders who choose to remain
shareholders or warrant holders following our initial business combination could suffer a reduction in the value of their securities.
Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value.
The officers and directors of an acquisition candidate may resign
upon completion of our initial business combination. The departure of a business combination target’s key personnel could
negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s
key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate
that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate
following our initial business combination, it is possible that members of the management of an acquisition candidate will not
wish to remain in place.
Our management may not be able to maintain control of a target
business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new
management will possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure a business combination so that the post-transaction company
in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but
we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued
and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not
to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that
does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target,
our shareholders prior to the business combination may collectively own a minority interest in the post business combination company,
depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new Class A ordinary shares in exchange for all of the issued and outstanding capital
stock, shares and/or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However,
as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction
could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction. In addition, other
minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of
the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be
able to maintain our control of the target business.
Risks Relating to our Management Team
Our ability to successfully effect our initial business combination
and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following
our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination
business.
Our ability to successfully effect our initial business combination
is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently
be ascertained. Although some of our key personnel may remain with the target business in senior management, board member or advisory
positions following our initial business combination, it is likely that some or all of the management of the target business will
remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot
assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements
of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar
with such requirements.
In addition, the officers and directors of an acquisition candidate
may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel
could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s
key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate
that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate
following our initial business combination, it is possible that members of the management of an acquisition candidate will not
wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination
business.
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 the company after the
completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection
with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services
they would render to us after the completion of the business combination. The personal and financial interests of such individuals
may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands
law. However, we believe the ability of such individuals to remain with us after the completion 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 completion of our initial business
combination. We cannot assure you that any of our key personnel will 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 seek acquisition opportunities in industries or sectors
that may be outside of our management’s areas of expertise.
We will consider a business combination outside of our management’s
areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive
acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s
expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information
contained in this prospectus regarding the areas of our management’s expertise would not be relevant to an understanding
of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of
the significant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination
could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.
We may face risks related to the sports sector.
Although our efforts to identify a prospective target business will
not be limited to a particular industry or geographical region, we intend to focus our search on businesses in the sports,
media and data analytics sectors, with a focus on professional sports businesses. Business combinations with professional sports
businesses entail special considerations and risks. Professional sports businesses may be particularly sensitive to market demand
when teams perform poorly or when potential customers are reluctant to attend sporting events because of the risks associated with
the COVID-19 pandemic. An uneven level of general economic activity, uncertainty in the financial markets and slow job growth,
if those were to occur, could have a negative impact on consumer confidence and discretionary spending, which could affect professional
sports businesses. There also may intense competition for professional sports teams that are available, and there may be delays
associated with approval of an acquisition that may make certain targets unavailable within our completion window. Any of the foregoing
could have an adverse impact on our ability to identify an attractive target business in the professional sports industry. However,
our efforts in identifying prospective target businesses will not be limited to the professional sports industry. If we identify
a target business in another industry, we will be subject to the risks attendant to the specific industry in which that target
business operates, which may or may not be different than the risks listed above.
Past performance by the companies in which our management
team and our sponsor’s members and affiliates have been involved may not be indicative of future performance of an investment
in us.
Information regarding performance by, or businesses associated
with, our management team and sponsor’s members and affiliates is presented for informational purposes only. Past performance
by our management team and sponsor’s members and affiliates is not a guarantee either (i) of success with respect to any
business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination.
You should not rely on the historical record of our management team and sponsor’s members and affiliates as indicative of
our future performance and you may lose all or part of your invested capital. Additionally, in the course of their respective
careers, members of our management team and our sponsor’s members and affiliates have been involved in businesses and deals
that were unsuccessful. None of our officers, directors or the partners or affiliates of our sponsor have had management experience
with blank check companies or special purpose acquisition corporations in the past.
We are dependent upon our officers and directors and their
departure could adversely affect our ability to operate.
Our operations are dependent upon a relatively small group of
individuals and, in particular, Mr. Conway and Mr. Kalt, our Chief Executive Officer and Chief Financial Officer, and our
other officers and directors. We believe that our success depends on the continued service of our officers and directors, at least
until we have completed our initial business combination. In addition, our 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.
Our officers and directors will allocate their time to other
businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict
of interest could have a negative impact on our ability to complete our initial business combination.
Our officers and directors are not required to, and will not, commit
their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and
our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to
the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which
he or she may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours
per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers’
and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their
current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact on our
ability to complete our initial business combination. For a complete discussion of our officers’ and directors’ other
business affairs, please see “Management—Directors, Director Nominees and Executive Officers.”
Certain of our officers and directors are now, and all of
them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted
by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should
be presented.
Following the completion of this offering and until we consummate
our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.
Our sponsor and officers and directors are, or may in the future become, affiliated with entities such as operating companies or
investment vehicles that are engaged in making and managing investments in a similar business.
Our officers and directors also may become aware of business opportunities
which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties.
Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its
presentation to us, subject to his or her fiduciary duties under Cayman Islands law.
For a complete discussion of our officers’ and directors’
business affiliations and the potential conflicts of interest that you should be aware of, please see “Management—Directors,
Director Nominees and Executive Officers,” “Management—Conflicts of Interest” and “Certain Relationships
and Related Party Transactions.”
Our officers, directors, security holders and their respective
affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits our directors,
officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to
be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into
a business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not
intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business
activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and
ours.
We may engage in a business combination with one or more target
businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or initial shareholders
which may raise potential conflicts of interest.
In light of the involvement of our sponsor, officers and directors
with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers and directors. Our officers
and directors also serve as officers and board members for other entities, including, without limitation, those described under
“Management — Conflicts of Interest.” Such entities may compete with us for business combination opportunities.
Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business
combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business
combination with any such entity or entities.
Although we will not be specifically focusing on, or targeting,
any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met
our criteria for a business combination as set forth in “Proposed Business — Effecting Our Initial Business Combination
— Selection of a target business and structuring of our initial business combination” and such transaction was approved
by a majority of our independent and disinterested directors.
Since our initial shareholders will lose their entire investment
in us if our initial business combination is not completed (other than with respect to any public shares they may acquire), a conflict
of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
Prior to this offering, our sponsor purchased an aggregate of
2,156,250 founders shares for an aggregate purchase price of $25,000. Prior to the initial investment in the company of $25,000
by our sponsor, the company had no assets, tangible or intangible. Simultaneous with the closing of this offering, our sponsor
will purchase an additional 400,000 private units. Each private unit is comprised of one private share and one-half of a warrant.
As such, our sponsor, its affiliates, our management members and/or their permitted transferees will own 23.1% of our issued and
outstanding shares after this offering (assuming that it does not purchase units in this offering). If we increase or decrease
the size of the offering, or if the underwriters exercise their over-allotment option in the offering, we will effect a capitalization
or share surrender or redemption or other appropriate mechanism, as applicable, immediately prior to the consummation of the offering
in such amount as to ensure that the total number of founders shares will be equal to 25% of our public shares being sold in this
offering (excluding the underwriter founder shares and the private shares). The founders shares will be worthless if we do not
complete an initial business combination. The founders shares — which are Class B ordinary shares — are identical
to the Class A ordinary shares included in the units being sold in this offering except that until the consummation of our initial
business combination transaction, only the founders shares have the right to vote on the appointment of directors. In addition,
both the founders (Class B ordinary) shares and the private (Class A ordinary) shares purchased by the sponsor concurrently with
the offering are subject to certain transfer restrictions (unlike public shares). Furthermore, our sponsor, officers and directors
will enter into a letter agreement with us, pursuant to which they will agree (A) to waive their redemption rights with respect
to their shares in connection with the completion of our initial business combination and (B) to waive their rights to liquidating
distributions from the trust account with respect to their founders and private shares if we fail to complete our initial business
combination within the completion window (although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within the completion window),
as described herein and in our amended and restated memorandum and articles of association.
The personal and financial interests of our sponsor, officers
and directors may influence their motivation in identifying and selecting a target business combination, completing an initial
business combination and influencing the operation of the business following the initial business combination. This risk may become
more acute as the completion window nears.
Since our sponsor, officers and directors, or any of their
respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses if our initial business combination
is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate
for our initial business combination.
At the closing of our initial business combination, our sponsor,
officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection
with activities on our behalf. These financial interests of our sponsor, officers and directors may influence their motivation
in identifying and selecting a target business combination and completing an initial business combination.
Changes in the market for directors and officers liability
insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
In recent months, the market for directors and officers liability
insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering quotes for directors and
officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have
generally become less favorable. There can be no assurance that these trends will not continue.
The increased cost and decreased availability of directors and officers
liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order
to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business
combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate
directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract
and retain qualified officers and directors.
In addition, even after we were to complete an initial business
combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged
to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination
entity will likely need to purchase additional insurance with respect to any such claims (“run-off insurance”).
The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with
or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
Risks Relating to our Securities
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 or warrants, potentially at a loss.
Our public shareholders will be entitled to receive funds from
the trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in
connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described
herein, (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association (A) to modify the substance or timing of the redemption rights provided to
shareholders as described in this prospectus, or (B) with respect to any other provision relating to shareholders’ rights
or pre-initial business combination activity and (3) the redemption of our public shares if we are unable to complete our initial
business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances
will a shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to
the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced
to sell your public shares or warrants, potentially at a loss.
Nasdaq may delist our securities from trading on its exchange,
which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We have applied to have our units listed on Nasdaq. We expect that
our units will be listed on Nasdaq on or promptly after the date of this prospectus. Following the date that our Class A ordinary
shares and warrants are eligible to trade separately, we anticipate that our Class A ordinary shares and warrants will be listed
separately on Nasdaq. Although, after giving effect to this offering, we expect to meet on a pro forma basis Nasdaq’s minimum
initial listing standards, which generally only require that we meet certain requirements relating to shareholders’ equity,
market capitalization, aggregate market value of publicly held shares and distribution requirements, we cannot assure you that
our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In
order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial,
distribution and share price levels. Additionally, in connection with our initial business combination, it is likely that Nasdaq
will require us to file a new initial listing application and meet its initial listing requirements as well as certain qualitative
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 any of our securities from trading on its exchange
and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted
on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
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a limited availability of market quotations for our securities;
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reduced liquidity with respect to such securities;
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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage 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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The National Securities Markets Improvement Act of 1996, which is
a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered
securities.” Because we expect that our units and eventually our Class A ordinary shares and warrants will be listed on Nasdaq,
our units, Class A ordinary shares and warrants will qualify as covered securities under such statute. Although the states are
preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if
there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale
of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict
the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view
blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities
of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered
securities under such statute and we would be subject to regulation in each state in which we offer our securities.
Because each unit contains one-half of one redeemable
warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
Each unit contains one-half of one redeemable warrant.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you
purchase at least two units, you will not be able to receive or trade a whole warrant. This is different from other offerings
similar to ours whose units include one share and one warrant to purchase one whole share. We have established the components
of the units in this way in order to reduce the dilutive effect of the warrants upon completion of an initial business combination
since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain
a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless,
this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.
Our initial shareholders will control the appointment of our
board of directors until completion of our initial business combination and will hold a substantial interest in us. As a result,
they will appoint all of our directors prior to our initial business combination and may exert a substantial influence on actions
requiring shareholder vote, potentially in a manner that you do not support.
Upon the closing of this offering, our initial shareholders
will own 20% of our issued and outstanding ordinary shares (excluding the underwriter founder
shares and the private shares, and assuming they do not purchase any units in this offering). In addition, prior to our initial
business combination, only the founders shares, all of which are held by our initial shareholders, will have the right to vote
on the appointment of directors, and holders of a majority of our founders shares may remove a member of the board of directors
for any reason. Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention
to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such
additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, as
a result of their substantial ownership in our company, our initial shareholders may exert a substantial influence on other actions
requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated
memorandum and articles of association and approval of major corporate transactions. If our initial shareholders purchase any
Class A ordinary shares in this offering or in the aftermarket or in privately negotiated transactions, this would increase their
influence over these actions. Accordingly, our initial shareholders will exert significant influence over actions requiring a
shareholder vote at least until the completion of our initial business combination.
Our sponsor paid an aggregate of $25,000, or $0.0116 per
founders share (assuming the over-allotment option is exercised in full and thus no forfeiture by our sponsor of any founders
shares). Regardless of whether the over-allotment option is exercised, you will experience immediate and substantial dilution
upon the purchase of our Class A ordinary shares.
The difference between the public offering price per share (allocating
all of the unit purchase price to the Class A ordinary shares and none to the warrant included in the unit) and the pro forma net tangible
book value per Class A ordinary share after this offering constitutes the dilution to you and the other investors in this offering. Our
sponsor acquired the founders shares at a nominal price, significantly contributing to this dilution. Upon the closing of this offering,
and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate
and substantial dilution of approximately 108.00% (or $10.80 per share, assuming no exercise of the underwriters’ over-allotment
option), the difference between the pro forma net tangible book deficit per share of negative $0.80 and the initial offering price of
$10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founders shares result in the issuance
of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founders shares at the time of our initial business
combination. In addition, because of the anti-dilution protection in the founders shares, any equity or equity-linked securities issued
in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.
A provision of our warrant agreement may make it more difficult
for us to consummate an initial business combination.
If:
(i) we issue additional Class A ordinary shares or equity-linked
securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price
of less than $9.20 per Class A ordinary share;
(ii) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination
on the date of the completion of our initial business combination (net of redemptions), and
(iii) the Market Value is below $9.20 per share,
then the exercise price of the warrants will be adjusted to be equal
to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be
adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make
it more difficult for us to consummate an initial business combination with a target business.
We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem outstanding warrants at any time
after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the last reported
sales price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
rights issuances, subdivisions, reorganizations, recapitalizations and the like or as indicated above) for any 20 trading days
within a 30 trading-day period commencing on the date they become exercisable and ending on the third trading day prior to the
date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise
our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state
securities laws. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price
therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when
you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, is likely to be substantially less than the market value of your warrants. If,
following our exercise of our redemption rights, a warrant holder fails to comply with the procedures for exercising its warrants,
such warrant holder would be required to accept the nominal redemption price which, at the time the outstanding warrants are called
for redemption, we expect would be substantially less than the market value of the warrants.
Our warrants contained in our units, together with our
founders shares, may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate
our initial business combination.
We will be issuing, as part of the 7,500,000 units that we offer
under this prospectus, warrants to purchase 3,750,000 Class A ordinary shares (or up to 8,625,000 units that include 4,312,500
Class A ordinary shares if the underwriters’ over-allotment option is exercised in full), with an exercise price of $11.50
per warrant (subject to adjustment as provided herein), and, simultaneously with the closing of this offering, we will be selling
in a private placement an aggregate of 432,500 units (or up to 471,875 units, if the underwriters’ over-allotment option
is exercised) that contain 216,250 (or up to 235,938, if the over-allotment option is exercised) private warrants, each exercisable
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Our sponsor currently
holds 2,156,250 founders shares (up to 281,250 of which are subject to forfeiture depending on the extent to which the underwriters’
over-allotment option is not exercised). In addition, if our sponsor, an affiliate of our sponsor or certain of our officers and
directors make any working capital loans, up to $1,500,000 of such loans may be converted into units, at the price of $10.00 per
unit, at the option of the lender. Such units would be identical to the private units. To the extent we issue ordinary shares
to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares
upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business.
Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class
A ordinary shares issued to complete the business transaction. Therefore, our warrants and founders shares may make it more difficult
to effectuate a business combination or increase the cost of acquiring the target business.
The private warrants are identical to the warrants sold as part of the units
in this offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they (including the ordinary shares
issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor
until 30 days after the completion of our initial business combination; and (2) they (including the ordinary shares issuable upon exercise
of these warrants) are entitled to registration rights.
The determination of the offering price of our units and the
size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular
industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units
than you would have in a typical offering of an operating company.
Prior to this offering there has been no public market for any of
our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the representative
of 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 Class A ordinary shares 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.
There is currently no market for our securities. Shareholders therefore
have no access to information about prior market history on which to base their investment decision. Following this offering, the
price of our securities may vary significantly due to one or more potential business combinations and general market or economic
conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained.
You may be unable to sell your securities unless a market can be established and sustained.
Because we are incorporated under the laws of the Cayman Islands,
you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts
may be limited.
We are an exempted company incorporated under the laws of the
Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our
directors or officers, or enforce judgments obtained in the United States courts against our directors or officers. Our corporate
affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be
supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action
against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman
Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived
in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions
of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. We will also be subject to
the federal securities laws of the United States. The rights of our shareholders and the fiduciary responsibilities of our directors
under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the
United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and
certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition,
Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.
We have been advised by our Cayman Islands legal counsel that the
courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated
upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions
brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities
laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances,
although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the
Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial
on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in
the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or
a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud
or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman
Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay
enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, public shareholders may have more
difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling
shareholders than they would as public shareholders of a United States company.
Provisions in our amended and restated memorandum and articles
of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our
Class A ordinary shares and could entrench management.
Our amended and restated memorandum and articles of association
will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests.
These provisions include two-year director terms and the ability of the board of directors to designate the terms of and issue
new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise
could involve payment of a premium over prevailing market prices for our securities.
After our initial business combination, it is possible that
a majority of our directors and officers will live outside the United States and all or substantially of our assets will be
located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other
legal rights.
It is possible that after our initial business combination, a majority
of our directors and officers will reside outside of the United States and all or substantially all of our assets will be located
outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States
to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United
States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.
An investment in this offering may result
in uncertain or adverse United States federal income tax consequences.
An investment in this offering may result in uncertain United
States federal income tax consequences. For instance, because there are no authorities that directly address instruments similar
to the units we are issuing in this offering, the allocation an investor makes with respect to the purchase price of a unit between
the Class A ordinary share and the one-half warrant included in each unit could be challenged by the IRS or the courts. Furthermore,
the United States federal income tax consequences of a cashless exercise of a warrant is unclear under current law. Finally, it
is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. holder’s holding
period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary
shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified
dividends” for federal income tax purposes. See the section titled “Income Tax Considerations” for a summary
of the principal United States federal income tax consequences of an investment in our securities. Prospective investors are urged
to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.
Since holders of our founders shares will be the only shareholders
of the company that have the right to vote on the appointment of directors prior to our initial business combination, Nasdaq may
consider us to be a “controlled company” within the meaning of Nasdaq’s rules and, as a result, we may qualify
for exemptions from certain corporate governance requirements that would otherwise provide protection to shareholders of other
companies.
After completion of this offering, holders of our founders shares
will be the only shareholders of the company that have the right to vote on the appointment of directors. As a result, Nasdaq may
consider us to be a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under
Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is
held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain
corporate governance requirements, including the requirements that:
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we have a board that includes a majority of “independent directors,” as defined under Nasdaq rules;
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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
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we have independent director oversight of our director nominations.
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We do not intend to utilize these exemptions and intend to comply
with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if we determine in the future
to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are
subject to all of Nasdaq’s corporate governance requirements.
If we are unable to consummate our initial business combination
within the completion window, our public shareholders may be forced to wait beyond the completion windows before redemption
from our trust account.
If we are unable to consummate our initial business combination
within the completion window, we will distribute the aggregate amount then on deposit in the trust account (less up to $100,000
of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and
cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public
shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles
of association prior to any voluntary winding up. If we are required to windup, liquidate the trust account and distribute such
amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution
must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the completion
window before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata
portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption
or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended
and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem their
Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if
we are unable to complete our initial business combination and do not amend certain provisions of our amended and restated memorandum
and articles of association prior thereto.
If a shareholder fails to receive notice of our offer to redeem
our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its
shares, such shares may not be redeemed.
We will comply with the tender offer rules or proxy rules, as
applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these
rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware
of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will
furnish to holders of our public shares in connection with our initial business combination will describe the various procedures
that must be complied with in order to validly tender or redeem public shares. For example,
we may require our public shareholders 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 date set forth in
the tender offer or proxy materials documents mailed to such holders, or up to two business days prior to the scheduled vote on
the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares
to the transfer agent electronically. In the event that a shareholder fails to comply with these procedures, its shares
may not be redeemed. See “Proposed Business — Business Strategy — Surrendering share certificates in connection
with a tender offer or redemption rights.”
The warrants that are part of the units that we are offering
publicly and issuing privately, together with our grant of registration rights to our sponsor and others, may have an adverse effect
on the market price of our Class A ordinary shares and may make it more difficult for us to complete our initial business
combination.
We will be issuing warrants to purchase 3,750,000 of our ordinary
shares (or up to 4,312,500 ordinary shares if the underwriters’ over-allotment option is exercised in full), at a price
of $11.50 per share (subject to adjustment as provided herein), as part of the 7,500,000 units (or up to 8,625,000 units, if the
over-allotment option is exercised in full) offered by this prospectus. Furthermore, simultaneously with the closing of this offering,
we will be issuing to our sponsor, BTIG and EarlyBirdCapital in a private placement an aggregate of 216,250 private warrants (or
235,938 private warrants if the over-allotment option is exercised in full), as part of the 432,500 private units (or up
to 471,875 units, if the over-allotment option is exercised in full). Each warrant is exercisable to purchase one ordinary share
at a price of $11.50 per share, subject to adjustment as provided herein. In addition, if our sponsor makes any working capital
loans, up to $1,500,000 of such loans may be converted into units, at a price of $10.00 per unit, at the option of the lender.
Such units would be identical to the private units.
Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering,
our sponsor, management team and their permitted transferees can demand that we register the resale of their founders shares beginning
at the time of our initial business combination. In addition, our sponsor, BTIG and EarlyBirdCapital, as the holders of our private
units, and their permitted transferees can demand that we register the resale of their private shares and private warrants, and
the issuance of the Class A ordinary shares upon exercise of the private warrants. Holders of warrants that may be issued upon
conversion of working capital loans may demand that we register the resale of those warrants or the issuance of Class A ordinary
shares upon exercise of those warrants. Furthermore, BTIG and EarlyBirdCapital, as the holders of the underwriter founder shares,
also are entitled to “piggyback” registration rights whereby they may request the registration of the resale of their
underwriter founder shares as part of an offering that will be conducted by us or by our other shareholders.
The potential issuance of shares underlying our various groups of
warrants, together with the foregoing registration rights with respect to those shares and other shares, will allow, potentially,
a significant additional number of our Class A ordinary shares to become available for trading in the public market. That potential
development may have an adverse effect on the market price of our Class A ordinary shares even without there being actual additional
issuances or resales. In addition, the existence of the registration rights may make our initial business combination more costly
or difficult to conclude. The shareholders of the target business may increase the equity stake they seek in the combined entity
or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected
from the potential resale of the Class A ordinary shares owned by our sponsor, BTIG or EarlyBirdCapital, or issuable upon exercise
of the private warrants or conversion of working capital loans or their respective permitted transferees. Those resales are enabled
by the registration rights.
We may issue additional Class A ordinary shares or preferred
shares to complete our initial business combination or under an employee incentive plan after completion of our initial business
combination. We may also issue Class A ordinary shares upon the conversion of the founders shares at a ratio greater than one-to-one
at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated
memorandum and articles of association. Any such issuances would substantially dilute the interest of our shareholders and likely
present other risks.
Our amended and restated memorandum and articles of association will authorize
the issuance of ordinary shares, including 200,000,000 Class A ordinary shares, par value $0.0001 per share, and 20,000,000 Class B ordinary
shares, par value $0.0001 per share, as well as 1,000,000 preferred shares, par value $0.0001. Immediately after this offering, there
will be 192,028,750 and 18,125,000 (assuming that the underwriters have not exercised their over-allotment option and an aggregate of
281,250 founders shares have been forfeited) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively,
available for issuance, which amount includes shares reserved for issuance upon exercise of outstanding warrants, and 1,000,000 authorized
but unissued preferred shares available for issuance.
We may issue a substantial number of additional Class A ordinary
shares or preferred shares in order to complete our initial business combination or under an employee incentive plan after completion
of our initial business combination. We may also issue Class A ordinary shares to redeem the warrants or upon conversion of the
Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution
provisions contained in our amended and restated memorandum and articles of incorporation. However, our amended and restated memorandum
and articles of incorporation will provide, among other things, that prior to our initial business combination, we may not issue additional
capital shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote pursuant to our
amended and restated memorandum and articles of incorporation on any initial business combination or any amendments to our amended and
restated memorandum and articles of incorporation. The issuance of additional shares of common or preferred shares:
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may
significantly
dilute
the
equity
interest
of
investors
in
this
offering,
which
dilution
would
increase
if
the
anti-dilution
provisions
in
the
Class B
ordinary
shares
resulted
in
the
issuance
of
Class A
ordinary
shares
on
a
greater
than
one-to-one
basis
upon
conversion
of
the
Class B
ordinary
shares;
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|
may
subordinate the rights of holders
of ordinary shares if preferred
shares are issued with rights senior
to those afforded our ordinary shares;
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could
cause a change of control if a substantial
number of ordinary shares is issued,
which may affect, among other things,
our ability to use our net operating
loss carry forwards, if any, and
could result in the resignation
or removal of our present directors
and officers;
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may
have the effect of delaying or preventing
a change of control of us by diluting
the share ownership or voting rights
of a person seeking to obtain control
of us;
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may
adversely affect prevailing market
prices for our units, Class A
ordinary shares and/or warrants;
and
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may
not result in adjustment to the
exercise price of our warrants.
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Unlike certain other blank check companies, our initial shareholder
will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
The founders shares will automatically convert into Class A
ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis,
subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities convertible
or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in this offering and related
to the closing of our initial business combination, the ratio at which founders shares will convert into Class A ordinary shares
will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number
of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of this offering plus the number of Class
A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (net
of redemptions), (excluding the underwriter founder shares and the private shares). This is different than certain other blank
check companies in which the initial shareholder will only be issued an aggregate of 20% of the total number of shares to be outstanding
prior to our initial business combination.
We may be a passive foreign investment
company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion thereof) that
is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Income Tax Considerations—United
States Federal Income Taxation—General”) of our Class A ordinary shares or warrants, the U.S. Holder may be subject
to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our
current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of this
prospectus captioned “Income Tax Considerations—United States Federal Income Taxation—U.S. Holders—Passive
Foreign Investment Company Rules”). Depending on the particular circumstances, the application of the start-up exception
may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly,
there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our
actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year. If we determine
we are a PFIC for any taxable year (of which there can be no assurance), we will endeavor to provide to a U.S. Holder such information
as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable
the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will
timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We
urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed
discussion of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Income
Tax Considerations —United States Federal Income Taxation—U.S. Holders—Passive Foreign Investment Company Rules.”
We may reincorporate in, migrate to or merge with and into
another entity as surviving company in, another jurisdiction in connection with our initial business combination and such reincorporation,
migration or merger may result in taxes imposed on shareholders.
We may, in connection with our initial business combination
and subject to requisite shareholder approval under the Companies Act, reincorporate in, migrate to or merge with and into another
entity as surviving company in, the jurisdiction in which the target company or business is located or in another jurisdiction.
The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident
or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders
to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after
the reincorporation.
General Risk Factors
We are a newly incorporated company with no operating
history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a newly incorporated company incorporated under the laws
of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering.
Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of
completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings
with any prospective target business concerning a business combination and may be unable to complete our initial business combination.
If we fail to complete our initial business combination, we will never generate any operating revenues.
Our independent registered public accounting firm’s
report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
As of September 30, 2021, we had no cash and a working capital
deficiency of $49,640 (excluding deferred offering costs). Further, we have incurred and expect to continue to incur significant
costs in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital through this
offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” We cannot assure you that our plans to raise capital or to consummate an initial business
combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going
concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from
our inability to consummate this offering or our inability to continue as a going concern.
Cyber incidents
or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those
of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against,
or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination
of them, could have adverse consequences on our business and lead to financial loss.
We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage
of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this
could make our securities less attractive to investors and may make it more difficult to compare our performance with other public
companies.
We are an “emerging
growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but
not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be
an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if
the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of any second quarter
of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict
whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities
less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise
would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have
elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different
application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at
the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used.
Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will
remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held
by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual
revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by
non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage
of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult
or impossible.
There
may be tax consequences to our business combinations that may adversely affect us.
While
we expect to undertake any merger or acquisition so as to minimize taxes both to the acquired business and/or asset and us, such
business combination might not meet the statutory requirements of a tax-free reorganization, or the parties might not obtain the
intended tax-free treatment upon a transfer of shares or assets. A non-qualifying reorganization could result in the imposition
of substantial taxes on the acquired business and/or asset and us.
We are subject to changing law and regulations regarding regulatory
matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various governing bodies,
including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight
of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts
to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general
and administrative and support expenses and a diversion of management time and attention from revenue-generating activities
to compliance activities.
Moreover, because these laws, regulations and standards are subject
to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution
may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our
disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may
be subject to penalty and our business may be harmed.
Cautionary
Note Regarding Forward-Looking Statements
Some statements contained in this prospectus are forward-looking in
nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements in this prospectus may include, for example, statements about:
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our expectations around the performance of the prospective target business or businesses;
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●
|
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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●
|
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;
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●
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our potential ability to obtain additional financing to complete our initial business combination;
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●
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the ability of our officers and directors to generate a number of potential acquisition opportunities;
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●
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our public securities’ potential liquidity and trading;
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●
|
the lack of a market for our securities;
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●
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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●
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the trust account not being subject to claims of third parties; or
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●
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our financial performance following this offering or following our initial business combination.
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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. There can be
no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by these forward-looking statements. These risks
and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should
one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required
under applicable securities laws.
Use
of Proceeds
We are offering 7,500,000 units at an offering price of $10.00 per
unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private units
will be used as set forth in the following table:
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Without
Over-Allotment
Option
|
|
Over-Allotment
Option Fully
Exercised
|
|
Gross
proceeds
|
|
|
|
|
|
|
|
|
|
Gross
proceeds from units offered to public(1)
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$
|
75,000,000
|
|
|
$
|
86,250,000
|
|
|
Gross proceeds from private units offered
in the private placement
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|
|
4,325,000
|
|
|
|
4,718,750
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|
Total gross proceeds
|
|
$
|
79,325,000
|
|
|
$
|
90,968,750
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering
expenses(2)
|
|
|
|
|
|
|
|
|
|
Underwriting
commissions (2% of gross proceeds from units offered to public, excluding deferred portion)(3)
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$
|
1,500,000
|
|
|
$
|
1,725,000
|
|
|
Legal fees and expenses
|
|
|
250,000
|
|
|
|
250,000
|
|
|
Accounting fees and expenses
|
|
|
40,000
|
|
|
|
40,000
|
|
|
SEC filing fees
|
|
|
9,410
|
|
|
|
9,410
|
|
|
FINRA filing fees
|
|
|
13,125
|
|
|
|
13,125
|
|
|
Nasdaq listing and filing fees (including
deferred fees)
|
|
|
75,000
|
|
|
|
75,000
|
|
|
Printing and engraving expenses
|
|
|
25,000
|
|
|
|
25,000
|
|
|
Miscellaneous
expenses(4)
|
|
|
537,465
|
|
|
|
537,465
|
|
|
Total offering expenses (excluding underwriting
commissions)
|
|
$
|
950,000
|
|
|
$
|
950,000
|
|
|
Proceeds after offering expenses
|
|
$
|
76,875,000
|
|
|
$
|
88,293,750
|
|
|
Held
in trust account(3)
|
|
$
|
76,125,000
|
|
|
$
|
87,543,750
|
|
|
% of public offering size
|
|
|
101.5
|
%
|
|
|
101.5
|
%
|
|
Not held in trust account
|
|
$
|
750,000
|
|
|
$
|
750,000
|
|
The following table shows the use of the approximately $750,000
of net proceeds not held in the trust account:(5)
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|
Amount
|
|
%
of Total
|
|
Legal,
accounting, due diligence, travel, and other expenses in connection with any business combination
|
|
$
|
250,000
|
|
|
|
33
|
%
|
|
Legal
and accounting fees related to regulatory reporting obligations, including Nasdaq and other regulatory fees
|
|
|
95,000
|
|
|
|
13
|
%
|
|
Administrative
and support services(6)
|
|
|
180,000
|
|
|
|
24
|
%
|
|
Working
capital to cover miscellaneous expenses
|
|
|
225,000
|
|
|
|
30
|
%
|
|
Total
|
|
$
|
750,000
|
|
|
|
100
|
%
|
|
(1)
|
Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination.
|
|
(2)
|
A portion of the offering expenses have been paid from the proceeds of loans from our sponsor
of up to $150,000 as described in this prospectus. As of September 30, 2021, we had not yet borrowed any funds under the promissory
note with our sponsor. These loans will be repaid upon completion of this offering out of the $750,000 of offering proceeds
that has been allocated for the payment of offering expenses (other than underwriting commissions) and amounts not to be held
in the trust account. In the event that offering expenses are less than as set forth in this table, any such amounts will
be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth
in this table, we may fund such excess with funds not held in the trust account.
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(3)
|
The underwriters will agree to defer underwriting commissions of 3.5% of the gross proceeds
of this offering. Upon and concurrently with the completion of our initial business combination, $2,625,000, which constitutes
the underwriter’s deferred commissions (or $3,018,750 if the underwriter’s over-allotment option is exercised
in full), may be paid to the underwriters from the funds held in the trust account, payable in cash upon the closing of a
business combination, see “Underwriting”. The remaining funds, less amounts released to the trustee to pay redeeming
shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses
with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest
on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or
for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts
and commissions.
|
|
(4)
|
Includes organizational and administrative and support expenses, and Director and Officer
liability insurance, and may include amounts related to above-listed expenses in the event actual amounts exceed estimates.
|
|
(5)
|
These expenses are estimates only. Our actual expenditures for some or all of these items
may differ from the estimates set forth herein. We do not anticipate any change in our intended use of proceeds, other than
fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates
for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include
interest available to us from the trust account. Based on current interest rates, we would expect approximately $15,225 to
be available to us from interest earned on the funds held in the trust account over 12 months following the investment
of such funds in specified U.S. Government Treasury bills; however, we can provide no assurances regarding this amount. This
estimate assumes no exercise of the underwriters’ overallotment option and an interest rate of 0.02% per annum based
upon current yields of securities in which the trust account may be invested.
|
|
(6)
|
On or prior to the date of this prospectus, we will enter into an administrative services
agreement pursuant to which we will pay our sponsor up to $10,000 per month for office space, administrative and support services,
during the term of the completion window, which includes each Funded Extension Period. Upon completion of our initial business
combination or our liquidation, we will cease paying these monthly fees.
|
Nasdaq rules provide that at least 90% of the gross proceeds from
this offering and the sale of the private units be deposited in a trust account. Of the net proceeds of this offering and the sale of
the private units, $76,125,000 (or $87,543,750 if the underwriters’ over-allotment option is exercised in full), will, upon
the consummation of this offering, be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government
treasury obligations. Based on current interest rates, we estimate that the interest earned on the trust account will be approximately
$15,225 per year, assuming no exercise of the underwriters’ overallotment option and an interest rate of 0.02% per year, following
the investment of such funds in specified U.S. government treasury bills or in specified money market funds. We will not be permitted
to withdraw any of the principal or interest held in the trust account except for the withdrawal of interest to pay taxes, if any, until
the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination, or the redemption rights provided
to shareholders as described in this prospectus if we do not complete our initial business combination within the completion window or
(B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the
redemption of all of our public shares if we are unable to complete our initial business combination within the completion window, subject
to applicable law.
The net proceeds held in the trust account may be used as consideration
to pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business
combination is paid for using equity or debt 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 from the
trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase
of other companies or for working capital. There is no limitation on our ability to raise funds privately or through loans in connection
with our initial business combination.
We believe that amounts not held in trust will be sufficient to
pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary
due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence,
depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent
or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking
in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be
required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required
to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor, members
of our management team or their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.
We may use substantially all of the net proceeds of this offering,
including the funds held in the trust account, to acquire a target business 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 a business combination, the proceeds held in the
trust account which are not used to consummate a business combination will be disbursed to the combined company and will, along
with any other net proceeds not expended, 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.
Prior to the closing of this offering, our sponsor has agreed
to loan us up to $150,000 to be used for a portion of the expenses of this offering. As of September 30, 2021, we had no borrowings
under the promissory note with our sponsor to be used for a portion of the expenses of this offering. These loans are non-interest bearing,
unsecured and are due at the earlier of February 28, 2022 or the closing of this offering. These loans will be repaid upon completion
of this offering out of the $750,000 of offering proceeds that has been allocated for the payment of offering expenses (other
than underwriting commissions) not held in the trust account.
In addition, in order to finance transaction costs in connection with an
intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are
not obligated to, loan us funds as may be required. Any such loans would be on an interest-free basis and would be repaid only from funds
held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such
loans may be converted into units at a price of $10.00 per unit, at the option of the lender. The warrants would be identical to the
private units included in the private units issued to our sponsor. We do not expect to seek loans from parties other than our sponsor
or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any
and all rights to seek access to funds in our trust account.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor,
directors, officers, or their respective affiliates may also purchase shares in privately negotiated transactions or in the open
market either prior to or following the completion of our initial business combination. Please see “Proposed Business —
Permitted purchases of our securities” for a description of how such persons will determine from which shareholders to seek
to acquire shares. The price per share paid in any such transaction may be different than the amount per share a public shareholder
would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have
no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for
any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of
any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under
the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender
offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange
Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers
will comply with such rules.
Our amended and restated memorandum and articles of association
will not provide a specified maximum redemption threshold, except that we will only redeem our public shares so long as (after
such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial
business combination and after payment of underwriters’ discounts (such that we are not subject to the SEC’s “penny
stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to
our initial business combination. If too many public shareholders exercise their redemption rights so that we cannot satisfy the
net tangible asset requirement or any net worth or cash requirements, we would not proceed with such redemption of our public
shares and the related business combination, and we instead may search for an alternate business combination.
A public shareholder will be entitled to receive funds from
the trust account only upon the earliest to occur of: (1) the completion of our initial business combination; (2) the redemption
of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and
articles of association (A) in a manner that would affect our public shareholders’ ability to convert or sell their shares
to us in connection with a business combination as described herein or to modify the substance or timing of the redemption rights
provided to shareholders as described in this prospectus, or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity; and (3) the redemption of our public shares if we are unable to complete
our initial business combination within the completion window, subject to applicable law. In no other circumstances will a shareholder
have any right or interest of any kind to or in the trust account.
Our initial shareholders will enter into a letter agreement
with us, pursuant to which they will enter to waive their redemption rights with respect to their founders shares and any public
shares held by them in connection with the completion of our initial business combination. Our directors and officers have also
entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any.
In addition, our initial shareholders will agree to waive their rights to liquidating distributions from the trust account with
respect to their founders shares if we fail to complete our initial business combination within the completion window. However,
if our sponsor or any of our officers, directors or affiliates acquires public shares in or after this offering, they will be
entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial
business combination within the completion window.
Dividend
Policy
We have not paid any cash dividends on our ordinary shares to
date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. 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.
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. In addition, our board of directors is not currently contemplating and does not anticipate declaring any
share capitalizations in the foreseeable future, except if we increase the size of the offering, in which case we will effect
a capitalization or share surrender or redemption or other appropriate mechanism immediately prior to the consummation of the
offering in such amount as to ensure that the amount of founders shares will be equal to 25% of the public shares being sold in
this offering (excluding the underwriter founder
shares and the private shares).
Dilution
The difference between the public offering price per Class A ordinary
share and the private placement price per ordinary share, assuming in each case that no value is attributed to the warrants included
in the units we are offering pursuant to this prospectus or in the private placement, and the pro forma net tangible book value
per ordinary share after this offering, constitutes the dilution to investors in this offering. Such calculation does not reflect
any dilution associated with the sale and exercise of warrants, including the private warrants, which would cause the actual dilution
to the public shareholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share
is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the
value of Class A ordinary shares which may be redeemed for cash), by the number of issued and outstanding ordinary shares.
At September 30, 2021, our net tangible book value was a deficit of
$49,640 (excluding deferred offering costs) or approximately $(0.03) per ordinary share. After giving effect to the sale of 7,500,000
ordinary shares included in the units we are offering by this prospectus, the sale of the private units for $4,325,000, and the deduction
of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book deficit at September 30, 2021 would
have been $1,856,677 or ($0.80) per share, representing an immediate decrease in net tangible book value (as decreased by the value of
the approximately 7,500,000 ordinary shares that may be redeemed for cash and assuming no exercise of the underwriters’ over-allotment option)
of ($0.77) per share to our sponsor as of the date of this prospectus and an immediate dilution of $10.80 per share or 108.0% to our
public shareholders not exercising their redemption rights. The dilution to new investors if the underwriters exercise the over-allotment option
in full would be an immediate dilution of $10.86 per share or 108.6%.
The following table illustrates the dilution to the public shareholders
on a per-share basis, assuming no value is attributed to the warrants included in the units or the private warrants:
|
Public
offering price
|
|
|
|
|
|
$
|
10.00
|
|
|
Net tangible book
value before this offering
|
|
|
(0.03
|
)
|
|
|
|
|
|
Increase
attributable to new investors
|
|
|
(0.77
|
)
|
|
|
|
|
|
Pro
forma net tangible book value after this offering and the sale of the private units
|
|
|
|
|
|
$
|
(0.80
|
)
|
|
Dilution
to public shareholders
|
|
|
|
|
|
$
|
10.80
|
|
|
Percentage
of dilution to new investors
|
|
|
|
|
|
|
108.00
|
%
|
For purposes of presentation, we have reduced our pro forma net tangible
book value after this offering (assuming no exercise of the underwriters’ over-allotment option) by $76,125,000 because holders
of up to approximately 100.00% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit
in the trust account at a per-share redemption price equal to the amount in the trust account as set forth in our tender offer or
proxy materials (initially anticipated to be the aggregate amount held in trust two days prior to the commencement of our tender offer
or general meeting, including interest (which interest shall be net of taxes payable) divided by the number of ordinary shares sold in
this offering).
The following table sets forth information with respect to our
sponsor’s initial purchase of founders shares, BTIG and EarlyBirdCapital’s purchase of the underwriter
founder shares, and the public shareholders’ purchase of
shares in the public offering:
|
|
|
Shares Purchased
|
|
Total Consideration
|
|
Average
Price per
|
|
|
|
Number
|
|
Percentage
|
|
Amount
|
|
Percentage
|
|
Share
|
|
Sponsor(1)
|
|
|
1,875,000
|
|
|
|
19.12
|
%
|
|
$
|
25,000
|
|
|
|
0.03
|
%
|
|
$
|
0.01
|
|
|
Private placement
|
|
|
432,500
|
|
|
|
4.47
|
%
|
|
|
4,325,000
|
|
|
|
5.45
|
%
|
|
$
|
10.00
|
|
|
Public shareholders
|
|
|
7,500,000
|
|
|
|
76.47
|
%
|
|
|
75,000,000
|
|
|
|
94.52
|
%
|
|
$
|
10.00
|
|
|
|
|
|
9,807,500
|
|
|
|
100.00
|
%
|
|
$
|
79,350,000
|
|
|
|
100.00
|
%
|
|
$
|
—
|
|
|
(1)
|
Assumes the full forfeiture of 281,250 founders shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised.
|
The pro forma net tangible book value per share after the offering
(assuming no exercise of the over-allotment) is calculated as follows:
|
Numerator:
|
|
|
|
|
|
Net tangible book value before this offering
|
|
$
|
(49,640
|
)
|
|
Net proceeds from this offering and sale of the private
units
|
|
|
76,875,000
|
|
|
Plus: offering costs paid in advance
|
|
|
67,963
|
|
|
Less: deferred underwriting discount
|
|
|
(2,625,000
|
)
|
|
Less: amount of ordinary shares subject to redemption
|
|
|
(76,125,000
|
)
|
|
|
|
$
|
(1,856,677
|
)
|
|
Denominator:
|
|
|
|
|
|
Class B ordinary shares issued and outstanding prior
to this offering
|
|
|
2,156,250
|
|
|
Shares forfeited if over-allotment is not exercised
|
|
|
(281,250
|
)
|
|
Class A private shares included in the private placement
units
|
|
|
432,500
|
|
|
|
|
|
|
|
|
Class A ordinary shares included in the units offered
|
|
|
7,500,000
|
|
|
Less: shares subject to redemption
|
|
|
(7,500,000
|
)
|
|
|
|
|
2,307,500
|
|
Capitalization
The following table sets forth our capitalization at September
30, 2021 and as adjusted to give effect to the sale of our 7,500,000 units in this offering for $75,000,000 (or $10.00 per unit)
and the sale of 432,500 private units for $4,325,000 (or $10.00 per unit) in this offering (for nominal consideration), and the
application of the estimated net proceeds derived from the sale of such securities:
|
|
|
September 30, 2021
|
|
|
|
Actual
|
|
As
Adjusted(1)
|
|
Promissory
note(2)
|
|
|
—
|
|
|
|
—
|
|
|
Deferred underwriting commissions
|
|
|
—
|
|
|
|
2,625,000
|
|
|
Class
A Ordinary shares subject to redemption, $0.0001 par value, 0 and 7,500,000 ordinary shares subject to possible redemption, actual
and as adjusted, respectively(3)
|
|
|
—
|
|
|
|
76,125,000
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
Preferred shares, $0.0001 par value, 1,000,000 shares
authorized; no shares issued or issued and outstanding (actual and as adjusted)
|
|
|
—
|
|
|
|
—
|
|
|
Class A ordinary shares, 200,000,000 shares authorized
(actual and as adjusted); 0 and 432,500 shares issued and outstanding, actual and as adjusted (excluding 0 and 7,500,000 subject
to possible redemption), respectively
|
|
|
—
|
|
|
|
43
|
|
|
Class
B ordinary shares, 20,000,000 shares authorized (actual and as adjusted); 2,156,250(4) and 1,875,000(4) shares
issued and outstanding, actual and as adjusted, respectively
|
|
|
216
|
|
|
|
188
|
|
|
Additional
paid-in capital(5)
|
|
|
24,784
|
|
|
|
—
|
|
|
Accumulated deficit
|
|
|
(6,677
|
)
|
|
|
(1,856,908
|
)
|
|
Total shareholders’ equity (capital deficiency)
|
|
|
18,323
|
|
|
|
(1,856,677
|
)
|
|
Total capitalization
|
|
$
|
18,323
|
|
|
$
|
76,893,323
|
|
|
(1)
|
Assumes the full forfeiture of 281,250 shares that are subject to forfeiture to the extent the underwriters’ over-allotment option is not exercised. The proceeds of the sale of such shares will not be deposited into the trust account, the shares will not be eligible for redemption from the trust account nor will they be eligible to vote upon the initial business combination.
|
|
(2)
|
Our sponsor has agreed to loan us up to $150,000 under
an unsecured promissory note to be used for a portion of the expenses of this offering. As of September 30, 2021, we had
no borrowings under the promissory note with our sponsor.
|
|
(3)
|
Upon the completion of our initial
business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash
equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to
the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), subject
to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 either immediately
prior to or upon consummation of our initial business combination and any limitations (including, but not limited to, cash
requirements) created by the terms of the proposed business combination. We will account for our Class A ordinary shares subject
to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption
(if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary
shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At
all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary
shares include certain redemption rights that are considered to be outside of our control and subject to the occurrence of
uncertain future events. We will recognize changes in redemption value immediately as they occur and adjust the carrying value
of redeemable ordinary shares to equal the redemption value at the end of each reporting period.
|
|
(4)
|
Actual share
amount is prior to any forfeiture of founders shares and as adjusted share amount assumes full forfeiture of 281,250 shares
and no exercise of the underwriters’ over-allotment option.
|
|
(5)
|
The “as adjusted” additional paid-in capital calculation is
equal to the “as adjusted” total shareholders’ deficit of $1,856,677, minus Class A and Class B ordinary shares (par
value) of $231, minus the accumulated deficit of $(1,856,908).
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are a blank check company incorporated as a Cayman Islands
exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. We have not selected any specific business combination target and
we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination
target. We intend to effectuate our initial business combination using cash from the net proceeds of this offering and a portion
of the private placement of the private units, our shares, debt or a combination of cash, shares and debt.
The issuance of additional ordinary shares in a business combination:
|
|
●
|
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions of the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
|
|
|
●
|
may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares;
|
|
|
●
|
could cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
|
|
|
●
|
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
|
|
|
●
|
may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.
|
Similarly, if we issue debt securities or otherwise incur significant
indebtedness, it could result in:
|
|
●
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
|
|
●
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
|
|
●
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
|
|
|
●
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is issued and outstanding;
|
|
|
●
|
our inability to pay dividends on our ordinary shares;
|
|
|
●
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
|
|
|
●
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
|
|
●
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
|
|
●
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
|
As indicated in the accompanying financial statements, at September
30, 2021 we had no cash and a working capital deficit of $49,640, excluding deferred offering costs. Further, we expect to continue
to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to
complete our initial business combination will be successful.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues
to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering.
Following this offering, we will not generate any operating revenues until after completion of our initial business combination.
We expect to generate non-operating income in the form of interest income on cash and cash equivalents after this offering.
There has been no significant change in our financial or trading position and no material adverse change has occurred since the
date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect
our expenses to increase substantially after the closing of this offering.
Liquidity and Capital Resources
Our liquidity needs have been satisfied prior to the completion
of this offering from the availability of up to $150,000 in loans from our sponsor under an unsecured promissory note. As of September
30, 2021, no amount was borrowed yet under the promissory note. 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 above. We cannot assure you that our plans to raise capital or to consummate an initial business combination will
be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
We estimate that the net proceeds from (i) the sale of the units
in this offering, after deducting offering expenses of approximately $950,000 and underwriting commissions of $1,500,000 (or $1,725,000
if the over-allotment option is exercised in full) but excluding the deferred underwriting commission of $2,625,000 (or up
to $3,018,750 if the underwriters’ overallotment option is exercised in full) that will be payable to the representative
of the underwriters only upon completion of our initial business combination transaction, and (ii) the sale of the private units
for a purchase price of $4,325,000 in the aggregate, or $4,718,750 if the over-allotment option is exercised in full. Of
this amount, $76,125,000 or $87,543,750 if the underwriters’ over-allotment option is exercised in full (including
$4,325,000 (or up to $4,718,750 if the underwriters’ over-allotment option is exercised in full), will be deposited
into a non-interest bearing trust account. The funds in the trust account will be invested only in specified U.S. government
treasury bills or in specified money market funds. The remaining $750,000 will not be held in the trust account. In the event
that our offering expenses exceed our estimate of $950,000, we may fund such excess with funds not to be held in the trust account.
In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely,
in the event that the offering expenses are less than our estimate of $950,000, the amount of funds we intend to be held outside
the trust account would increase by a corresponding amount.
We intend to use substantially all of the funds held in the trust
account, including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable
and excluding potential fees to be payable to the underwriters for advisory services in connection with our initial business combination
transaction) to complete our initial business combination. We may withdraw interest to pay taxes, if any. Our annual income tax
obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. To the extent
that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial business combination,
the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business
or businesses, make other acquisitions and pursue our growth strategies.
Prior to the completion of our initial business combination,
we will have available to us $750,000 of proceeds held outside of the trust account. We will use these funds primarily to identify
and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and
material agreements of prospective target businesses, structure, negotiate and complete a business combination, pay for office
space, administrative and support services, and pay taxes to the extent the interest earned on the trust account is not sufficient
to pay our taxes.
In order to fund working capital deficiencies or finance transaction costs
in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor may, but are not obligated to,
loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that
our initial business combination does not close, we may use a portion of the working capital held outside of the trust account to repay
such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be converted
into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the private units issued to our
sponsor. The terms of such loans by our sponsor or an affiliate of our sponsor, if any, have not been determined and no written agreements
exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor,
as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access
to funds in our trust account.
We expect our primary liquidity requirements during that period
to include approximately $250,000 for legal, accounting, due diligence, travel and other expenses associated with structuring,
negotiating and documenting any business combinations; $95,000 for legal and accounting fees related to regulatory reporting requirements,
including Nasdaq and other regulatory fees; $150,000 for office space, administrative and support services; and approximately
$255,000 for working capital that will be used for miscellaneous expenses and reserves.
These amounts are estimates and may differ materially from our actual
expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees
to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision
(a provision designed to keep target businesses from “shopping” around for transactions with other companies on terms
more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any
current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business,
the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms
of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as
a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due
diligence with respect to, prospective target businesses.
We do not believe we will need to raise additional funds following
this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of
identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less
than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial
business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination
or because we become obligated to redeem a significant number of our public shares upon completion 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 complete such financing simultaneously with the completion of our business combination.
If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will
be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash
on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Controls and Procedures
We are not currently required to maintain an effective system
of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal
control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. Only in the event that
we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, would
we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long
as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the independent registered public accounting firm attestation requirement. Prior
to the closing of this offering, we have not completed an assessment, nor 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.
Many mid-sized target businesses we may consider for our initial
business combination may have internal controls that need improvement in areas such as:
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staffing for financial, accounting and external reporting areas, including segregation of duties;
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reconciliation of accounts;
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proper recording of expenses and liabilities in the period to which they relate;
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evidence of internal review and approval of accounting transactions;
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documentation of processes, assumptions and conclusions underlying significant estimates; and
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documentation of accounting policies and procedures.
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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 expenses in meeting our public reporting responsibilities, particularly
in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer
than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal controls is complete,
we will retain our independent auditors to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley
Act. The independent auditors may identify additional issues concerning a target business’s internal controls while performing
their audit of internal control over financial reporting.
Quantitative and Qualitative Disclosures about Market Risk
The net proceeds of this offering and a portion of the sale
of the private units held in the trust account will be invested in U.S. government treasury bills with a maturity of 185 days
or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest
only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there
will be no associated material exposure to interest rate risk.
Related Party Transactions
In June 2021, our sponsor purchased 2,156,250 founders shares from
our Company for an aggregate purchase price of $25,000, or approximately $0.012 per share. Up to 281,250 shares are subject
to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised. The purchase
price of the founders shares was determined by dividing the amount of cash contributed to the company by the number of founders
shares issued.
On or prior to the date of this prospectus, we will enter into
an administrative services agreement pursuant to which we will pay our sponsor up to $10,000 per month for office space, administrative
and support services. Upon completion of our initial business combination or our liquidation, we will cease paying any of these
monthly fees.
Our sponsor, officers and directors, or any of their respective
affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on
a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates and will determine
which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket
expenses incurred by such persons in connection with activities on our behalf.
Our sponsor has agreed to loan us up to $150,000 under an unsecured
promissory note to be used for a portion of the expenses of this offering. As of September 30, 2021, we had no borrowings under
the promissory note with our sponsor to be used for a portion of the expenses of this offering. These loans are non-interest bearing,
unsecured and are due at the earlier of February 28, 2022 or the closing of this offering. These loans will be repaid upon completion
of this offering out of the $950,000 of offering proceeds that has been allocated for the payment of offering expenses (other
than underwriting commissions) not held in the trust account.
In addition, in order to finance transaction costs in connection with
an intended initial business combination, our sponsor or an affiliate of our sponsor may, but are not obligated to, loan us funds as
may be required. Any such loans would be on an interest-free basis and would be repaid only from funds held outside the trust account
or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be converted into
units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the private units issued to our
sponsor (as described below). We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor, as we
do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds
in our trust account.
Our sponsor has committed to purchase, in a private placement that will close
simultaneously with the closing of this offering, an aggregate of 400,000 private units, consisting of 400,000 private shares and 200,000
private warrants (or, if the over-allotment option is exercised in full, 436,416 private units consisting of 436,416 private shares
and 218,208 private warrants) at a price of $10 per unit ($4,000,000 in the aggregate, or $4,364,160 in the aggregate if the over-allotment option
is exercised in full). In addition, BTIG and EarlyBird Capital have committed to purchase, in a private placement that will close simultaneously
with the closing of this offering, an aggregate of 32,500 private units, consisting of 32,500 private shares and 16,250 private warrants
(or, if the over-allotment option is exercised in full, 35,459 private units consisting of 35,459 private shares and 17,730 private
warrants) at a price of $10.00 per unit ($325,000 in the aggregate, or $354,590 in the aggregate if the over-allotment option is
exercised in full). The placement units are identical to the units being sold in this offering except as described elsewhere in this prospectus.
The placement units and underlying ordinary shares and warrants to be purchased by BTIG and EarlyBirdCapital have been deemed compensation
by FINRA and are therefore subject to lock-up, registration and termination restrictions. Pursuant to FINRA Rule 5110(e), the placement
units purchased by BTIG and EarlyBirdCapital may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging,
short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period
of 180 days immediately following the commencement of sales of this offering except to any member participating in the offering and the
officers or partners, registered persons or affiliates thereof except as permitted by FINRA Rule 5110(e)(2). Each private warrant
is exercisable to purchase one whole ordinary share at $11.50 per share, subject to adjustment as provided herein. Our sponsor, BTIG and
EarlyBirdCapital will each be permitted to transfer the private units held by them to certain permitted transferees, including our officers
and directors and other persons or entities affiliated with or related to them, but the transferees receiving such securities will be
subject to the same agreements with respect to such securities as our sponsor. Otherwise, these units will generally not be transferable
or salable until 30 days after the completion of our initial business combination. The private warrants are identical to the warrants
sold as part of the units in this offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they
(including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred,
assigned or sold by our sponsor until 30 days after the completion of our initial business combination; and (2) they (including the ordinary
shares issuable upon exercise of these warrants) are entitled to registration rights.
Pursuant to a registration rights agreement that we will enter into
with our initial shareholders, BTIG and EarlyBirdCapital on or prior to the closing of this offering, we may be required to register
certain securities for sale under the Securities Act. These holders, and holders of warrants issued upon conversion of working
capital loans, if any, are entitled under the registration rights agreement to make up to two demands that we register certain
of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale
pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration
statements filed by us. However, the registration rights agreement provides that we will not permit any registration statement
filed under the Securities Act to become effective until the securities covered thereby are released from their lock-up restrictions,
as described herein. We will bear the costs and expenses of filing any such registration statements. See “Certain Relationships
and Related Party Transactions.”
In addition, for as long as the private warrants are held by
BTIG or EarlyBirdCapital or their designees or affiliates, they may not be exercised after five years from the effective date
of the registration statement of which this prospectus forms a part, under FINRA Rule 5110. BTIG and EarlyBirdCapital will have
resale registration rights, but may not exercise their demand and “piggyback” registration rights beyond five (5)
and seven (7) years, respectively, after the effective date of the registration statement of which this prospectus forms a part
and may not exercise their demand rights on more than one occasion.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations;
Quarterly Results
As of September 30, 2021, we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
No unaudited quarterly operating data is included in this prospectus as we have 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 a result, our financial statements
may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
As an “emerging growth company,” we also only need to provide two years of audited financial statements, rather than
three, in our initial registration statement under the Securities Act of which this prospectus forms a part.
Additionally, we are in the process of evaluating the benefits of
relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS
Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other
things: (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant
to Section 404 of the Sarbanes-Oxley Act; (2) provide all of the compensation disclosure that may be required of non-emerging growth
public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that may
be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional
information about the audit and the financial statements (auditor discussion and analysis); and (4) disclose certain executive
compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEO’s
compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of
our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
Proposed
Business
General
Counter Press Acquisition Corporation (the “Company”)
is a blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which
we refer to throughout this prospectus as our initial business combination. We have not identified any business combination target
and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business
combination target.
While we may pursue an acquisition opportunity
in any industry or sector, we intend to focus on businesses in the sports, media and data analytics sectors, with a focus on professional
sports businesses, which complement our management team’s expertise and will benefit from its strategic and hands-on operational
leadership. We believe that the experience and capabilities of our management team will make us an attractive partner to potential
target businesses, enhance our ability to complete a successful business combination and bring value to the business post-business
combination. Our management team represents a unique combination of operating, investing, financial and transactional experience.
This group has a strong track record of creating value for shareholders in multiple sports, media and data analytics companies
that we have led, managed and/or invested in.
Our Founders, Our Board of Directors,
and Management Team
Our management team is comprised of Paul
Conway, as Chief Executive Officer and member of our board of directors, Randy Frankel, as Chairman of our board of directors,
Michael Kalt, as Chief Financial Officer and member of our board of directors, and Andrew Friedman and Julie Uhrman, members of our
board of directors. Throughout their careers, we have built successful businesses and careers in the finance, media, real estate
and sports industries.
Paul Conway
is the Co-Founder of Pacific Media Group (“PMG”), a leading financier and distributor of content, such as Ad Astra,
which it recently produced. Other films financed includes The Martian, The Greatest Showman, War
of the Planet of the Apes, X-Men Apocalypse and Alien: Covenant. Pacific Media Group owns a leading animated content
library in China including rights for the popular series Wild Kratts, Gigantosaurus and Garfield.
PMG is
also a leading investor in European football. In June 2016, Mr. Conway was one of the leaders of a group that
acquired OGC Nice. At OGC Nice, under the Conway group’s leadership, significant
player trading profits were generated and reinvested in the squad, making it more competitive within
France and internationally, including the club’s first appearance in the UEFA Champions League. As a result of the significant
improvements to OGC Nice, PMG was able to exit the club in August 2019 at an equity multiple of over 4x.
In December 2017, Mr. Conway was one
of the leaders of the group that acquired Barnsley Football Club and brought the same strategy of commitment to youth, data
analytics, and commercialization to England. In the first full year of ownership, the club was automatically promoted to the English
Championship. In the 2020-21 English Championship season, Barnsley secured a place in the playoff for promotion to the English
Premier League with the youngest squad in the league. Mr. Conway currently serves as Co-Chairman of Barnsley Football Club.
In November 2019, he entered into a strategic partnership with Swiss
club FC Thun and Mr. Conway joined the Board of Directors. In May 2020, along with Partners Path Capital, his group acquired a major
stake in K.V. Oostende in Belgium. Mr. Conway serves on the boards of AS Nancy Lorraine, and Esbjerg fb, and FC Den Bosch. Mr. Conway
is a frequently interviewed by major media outlets, including The Times of London, Forbes, Bloomberg, The Daily Telegraph, The Athletic,
The Daily Mail, France Football, BBC, Sky Sports, Bloomberg and Reuters.
Mr. Conway previously was a Managing
Director in the Media Investment Banking Group with Oppenheimer and Co.
Mr. Conway received his M.B.A. from
the Columbia Business School, and received his bachelor’s degree from the University of Miami.
Michael Kalt is the managing
member of Partners Path Capital, a multifamily investment office he founded in 2014 that focuses on real estate and
specialty private transactions. He also serves as Senior Advisor to Sidewalk Labs, an Alphabet affiliate charged with accelerating
the pace of urban innovation to dramatically improve the quality of city life. Previously, Michael was Senior Vice President
of Development and Business Affairs for the Tampa Bay Rays, where he was part of the core management team that turned around what
had been one of the most underperforming clubs in major league baseball, using an analytics-based approach to drive better performance.
He currently serves on the boards of K.V. Oostende of the Belgian Pro League, AS Nancy Lorraine of France’s Ligue 2, and
FC Den Bosch of Holland’s Eerste Divisie and is chairperson of Esbjerg fB of the Danish First Division.
Michael also worked
in Mayor Bloomberg’s office as a senior advisor to the New York City Deputy Mayor for Economic Development. In that
capacity, he managed relations between the Mayor’s Office and the city’s Economic Development Corporation, coordinated
area-wide planning and economic development initiatives through the five boroughs, and served as the city’s point person
for the development of the new Yankee Stadium, Citi Field and the Barclays Center.
Before joining the
Bloomberg Administration, Michael was a management consultant with McKinsey & Company where he focused on addressing both
strategic and operating issues for media and telecommunications firms. Michael received his BA in Political Science and Urban
Studies from Brown University and his JD from Harvard Law School.
Randy Frankel is
co-owner of the Tampa Bay Rays of Major League Baseball.
His ownership group has overseen a
dramatic turnaround, turning one of the worst-run clubs in major league baseball into a winning franchise. The Rays’ success
has culminated in two American League championships, including one in 2020, despite typically operating on a player budget that
far below the league average.
Prior to owning the Rays, Frankel was
at Spear, Leeds & Kellogg, where he was a managing director and member of the firm’s executive committee. Frankel joined
Goldman Sachs as a managing director, following its acquisition of Spear, Leeds & Kellogg. In addition to his interests in
professional sports, which include co-ownership of Belgian Pro League club KV Oostende, French Ligue 2 side AS Nancy and Danish
First Division Esbjerg fB, Frankel is involved in a wide variety of business pursuits, including commercial real estate,
golf courses, wineries and fitness concepts.
Frankel is a graduate of Hofstra University,
where he was a member of the 1976 men’s basketball team that appeared in the NCAA tournament.
Andrew
Friedman has been the Los Angeles Dodgers’ President of Baseball Operations since October 2014,
instilling a winning culture that has resulted in a division title in six seasons, three National League pennants and the 2020
World Championship. Under Friedman’s leadership since 2015, the Dodgers lead MLB with a .614 winning percentage (634-398),
including a franchise-record 106 wins in 2019 and a club-best .717 winning percentage during the shortened 2020 season (43-17).
Entering his eighth season with the club, Friedman has overseen the development
of a well-regarded baseball farm system, positioning the organization for the long-term success, and also reorganized and built out the
team’s front office, including developing a highly respected data analytics operation. Friedman was named Major League Baseball’s
2020 Executive of the Year and the Dodgers have twice (2017, 2020) been recognized by Baseball America as its Organization of the Year,
honoring the team for its success from top to bottom.
Friedman previously served as Executive Vice President of Baseball
Operations of the Tampa Bay Rays where, despite overseeing what was typically one of the league’s lowest payrolls, he led
the Rays to four postseason appearances, including two division titles (2008, 2010), in nine seasons from 2006-14. During Friedman’s
time in Tampa Bay, the Rays posted the franchise’s first winning season and won the American League pennant in 2008, when
he was named Sporting News’ Executive of the Year. After finishing below .500 in each of their first 10 years of existence,
the Rays finished above the .500 mark in six consecutive seasons under Friedman from 2008-13. Friedman joined the Rays in 2004
and spent two years serving as director of baseball development.
Prior to his career in baseball, Friedman was an analyst for two
years with New York City-based investment firm Bear, Stearns & Co., Inc., and spent three years as an associate for the private
equity firm MidMark Capital.
Friedman received a baseball scholarship to Tulane University, where
he played outfield for the Green Wave and graduated with a bachelor of science in management with a concentration in finance.
Julie Uhrman is the Co-Founder and President of
Angel City Football Club (ACFC), Los Angeles’ newest professional women’s soccer team set to debut in Spring 2022
in the NWSL. Uhrman founded ACFC with Academy Award-winning actress and activist Natalie Portman, technology venture capitalist
Kara Nortman and venture capitalist, 776 founder & Reddit co-founder Alexis Ohanian. ACFC is one of the only majority female-founded
and run professional sports teams in the world. She is part of the DraftKings’ All-Star Network as an Advisor to Drive by
DraftKings. Uhrman has also been named a member of Adweek’s 2021 and 2020 Most Powerful Women In Sports, one of the 100
Most Creative People in Business by Fast Company, and to the Creative 50 list by Advertising Age.
Before ACFC, Uhrman served as the EVP and General Manager of
OTT Ventures at Lionsgate, Head of Platform Business Development at Jaunt, a virtual reality content startup, and Founder and
CEO of OUYA, a pioneering Android-based game console.
Uhrman is a Board Member of the Los Angeles Sports & Entertainment
Commission, LA Sports Council and the Rose Bowl Institute.
We believe the experience, capabilities and strong reputation of
the Company’s management team will make us an attractive partner to potential target businesses, enhance our ability to complete
a successful business combination and bring value to the business post-business combination. Our management team represents a unique
mix of operating and investing experience, financial expertise and premier relationships around the world, thereby providing extraordinary
access to management teams, investors and potential business combination targets. While our mandate allows us to pursue an acquisition
opportunity in any industry or sector, we intend to focus on businesses in the sports, media, entertainment, health and wellness
and consumer technology sectors, which complements our management team’s expertise and will benefit from our strategic and
hands-on operational leadership.
Market Opportunity
We believe that sports and its related sub-sectors are among the most attractive segments in the broader media
entertainment ecosystem, with macro tailwinds, large addressable markets and the ability for organic growth and consolidation.
With sports constituting the backbone of highly rated live programming slates, sporting events expected to continue to demand high
attendance after COVID-19 restrictions are removed, fan and customer engagement growing and evolving online and through social
media and technological and data analytic advancements creating new investment and growth opportunities, we believe that many companies
within this ecosystem have characteristics that make them attractive targets. Technological progression alone has created significant
growth opportunities and continues to expand the already significant opportunity set into new verticals, including legalized sports
betting and gambling, wellness, virtual reality, over-the-top, or OTT, on-demand content, digital health and safety, esports, video
games, digital infrastructure, digital ticketing, data analytics and several other attractive adjacencies. As ownership rules and
dynamics within professional leagues continue to evolve, sports club ownership with its differentiated attractive qualities is
becoming a more accessible, distinctive opportunity. Additionally, the COVID-19 pandemic has caused a significant dislocation within
the sports, media and entertainment industries, causing businesses with strong fundamentals and the potential for significant long-term
value appreciation before the pandemic to require liquidity and/or innovation strategies, creating a compelling opportunity for
us as we seek to acquire a potential business combination target.
Business Strategy
Our acquisition and value creation strategy will be to identify,
acquire and build a company in the sports, media and data analytics sectors that complements the experience of our management
team and can benefit from its operational expertise. After our initial business combination, we envision our strategy may include
additional mergers and acquisitions with a focus on generating attractive risk-adjusted returns for our shareholders. We will
leverage our management team’s network of potential proprietary and public transaction sources where we believe a combination
of our relationships, knowledge and experience in the sports, media and data analytics sectors could effect a positive transformation
or augmentation of existing businesses to improve their overall value.
The impact of the COVID-19 pandemic on U.S. and global professional
sports and entertainment industries has been profound. In-stadium revenue opportunities, such as ticket and premium seating sales,
concessions, merchandise and parking have been greatly reduced without the crowds of spectators traditionally featured in live
sporting events. As a result, sports clubs and vendors are facing reduced cash flow, leaving ownership groups without the appetite
or liquidity to continue funding operating losses for an indeterminate period of time. Organizations with inefficient operating
models are experiencing significantly more stress during these times, leading many groups to reevaluate their management relationships.
COVID-19 has also had a significant impact on businesses associated with or dependent on sports, for example groups holding media
rights, sports marketing groups and agencies and suppliers to the sports industry. We believe the totality of these circumstances
presents a unique opportunity to acquire special situation sports and media assets that would not otherwise be for sale and/or
to acquire these businesses at opportunistic prices. Due to the poor operating performance caused by Covid-19, the need for innovative
and dynamic operating models is evident. We believe that, with the current landscape, our management team will have the leverage
to identify and acquire assets with great potential at opportunistic price points. As more sports clubs and sports and media related
businesses understand the necessity of building global brands in order to compete for revenue and brand recognition across fan
bases, mature management teams, experiences and expertise will be required to enhance visibility and profitability. We believe
that our management team can provide all of these attributes to a potential target. Our management team has a demonstrated extensive
track record of successful value creation and enhancement (including complex turnarounds) with sports oriented and media assets
and also has access to proprietary opportunities globally that can be leveraged to drive value.
Over the course of their careers, the members of our management
team and their affiliates have developed a broad network of relationships in sports across leagues, team owners, commissioners,
athletes and industry executives that we believe will further complement our sourcing pipeline of acquisition opportunities. We
expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate
that target business candidates will be brought to our attention from various unaffiliated sources, which may include investment
market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.
Upon completion of this offering, members of our management team will communicate with their networks of relationships to articulate
the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing
potentially interesting leads.
Acquisition Criteria
Consistent with our business strategy, we have identified the following
general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these
criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business
combination with a target business that does not meet any or all of these criteria and guidelines. Examples include:
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Sports businesses, including European football clubs, with intrinsic brand value that
could be enhanced by our management team through improvement of (a) on-field performance through an analytics-based approach,
and (b) business and revenue operations;
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Businesses that would benefit from our extensive networks and insights within the
sector to drive new customer relationships and revenue growth;
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Sports, media and data analytics businesses where we can further monetize intellectual
property and real assets; and
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Businesses that would benefit from an acquisition strategy and more efficient capital
allocation.
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These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business
combination may be based on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the
above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications
related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation
or tender offer materials, as applicable, that we would file with the SEC.
The past performance of our management team and the companies in
which our sponsor’s affiliates and partners have been involved is not a guarantee either (i) that we will be able to identify
a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate.
Neither our management team nor sponsor nor any of their respective officers, directors, employees or affiliates, have had management
experience with special purpose acquisition corporations in the past. You should not rely on their respective historical records
or performance as indicative of our future performance. In addition, members of our management team may have conflicts of interest
with other entities to which they owe fiduciary or contractual obligations concerning initial business combination opportunities.
For a list of our management team and entities for which a conflict of interest may or does exist, as well as the priority and
preference that such other entities have with respect to performance of obligations and presentation of business opportunities
to us, please refer to the table and subsequent explanatory paragraph titled “Management — Conflicts of Interest.”
Status as a Public Company
We believe that our structure will make us an attractive business
combination partner to target businesses. As an existing public company, we offer a target business an alternative to a traditional
initial public offering through a merger or other business combination. In this situation, the owners of the target business would
exchange their shares of stock or other equity interests in the target business for our ordinary shares or for a combination of
our ordinary shares and cash, allowing us to tailor the consideration used in the transaction to the specific needs of the sellers.
We believe that target businesses might find this avenue a more certain and cost-effective method to becoming a public company
than a typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing,
roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business combination
with us.
Furthermore, once the business combination is consummated, the target
business will have effectively become a public company, whereas an initial public offering is always subject to the underwriters’
ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public,
we believe the target business would then have greater access to capital and an additional means of providing management incentives
consistent with shareholders’ interests than it would have as a privately-held company. Public company status can offer further
benefits by enhancing a company’s profile among potential new customers and vendors and attracting talented employees.
While we believe that our status as a public company will make us
an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check
company as a deterrent and may prefer to effect a business combination with a more established entity or with a private company.
These limitations include constraints on our available financial resources, which may be inferior to those of other entities pursuing
the acquisition of similar target businesses; the requirement that we seek shareholder approval of a business combination or conduct
a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence of our outstanding warrants,
which may represent a source of future dilution.
Financial Position
With funds available in our trust fund in an amount of
$73,500,000 assuming no redemptions and after payment of deferred underwriting commissions of an aggregate of $2,625,000 to BTIG
and EarlyBirdCapital in connection with the business combination (or $84,525,000 assuming no redemptions and after payment of
up to an aggregate of $3,018,750 in deferred underwriting commissions to BTIG and EarlyBirdCapital in connection with the business
combination if the underwriters’ over-allotment option is exercised in full), in each case before additional fees and
expenses associated with our initial business combination, we offer a target business a variety of options such as creating a
liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its
balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt
or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will
allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, since we have no
specific business combination under consideration, we have not taken any steps to secure third party financing and there can be
no assurance that it will be available to us.
Effecting a Business Combination
General
We are not presently engaged in, and we will not engage in,
any substantive commercial business for an indefinite period of time following this offering. We intend to utilize cash derived
from the net proceeds of this offering and a portion of the private placement of private units, our shares, debt or a combination
of these in effecting a business combination which has not yet been identified. Accordingly, investors in this offering are investing
without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business
combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which
desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking
a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal
and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially
unstable or in its early stages of development or growth. While we may seek to effect simultaneous business combinations with
more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single
business combination.
We Have Not Identified a Target Business
To date, we have not selected any target business on which to concentrate
our search for a business combination. None of our sponsor, officers, directors, promoters and other affiliates has engaged in
any substantive discussions on our behalf with representatives of other companies regarding the possibility of a potential merger,
capital stock or share exchange, asset acquisition or other similar business combination with us. Additionally, we have not engaged
or retained any agent or other representative to identify or locate such companies. As a result, we cannot assure you that we will
be able to locate a target business or that we will be able to engage in a business combination with a target business on favorable
terms or at all.
Subject to our management team’s pre-existing fiduciary obligations
and the fair market value requirement described below, we will have virtually unrestricted flexibility in identifying and selecting
a prospective acquisition candidate. We have not established any specific attributes or criteria (financial or otherwise) for prospective
target businesses other than as described above. Accordingly, there is no basis for investors in this offering to evaluate the
possible merits or risks of the target business with which we may ultimately complete a business combination. Although our management
will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain
or assess all significant risk factors.
Sources of Target Businesses
While we have not yet selected a target business with which to consummate
our initial business combination, we believe based on our management’s business knowledge and past experience that there
are numerous potential candidates. We expect that our principal means of identifying potential target businesses will be through
the extensive contacts and relationships of our initial shareholders, officers and directors. While our officers and directors
are not required to commit any specific amount of time in identifying or performing due diligence on potential target businesses,
our officers and directors believe that the relationships they have developed over their careers and their access to our sponsor’s
members’ and affiliates’ contacts and resources will generate a number of potential business combination opportunities
that will warrant further investigation. We also anticipate that target business candidates will be brought to our attention from
various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, 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 may also introduce us to target
businesses they think we may be interested in 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 must present to us all target business opportunities
that have a fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on the income accrued
in the trust account) at the time of the agreement to enter into the initial business combination, subject to any pre-existing fiduciary
or contractual obligations. While we do not presently anticipate engaging the services of professional firms or other individuals that
specialize in business acquisitions on any formal basis (other than BTIG and EarlyBirdCapital as described elsewhere in this prospectus),
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. In no event, however, will
our sponsor, initial shareholders, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee
or other compensation prior to, or for any services they render in order to effectuate, the consummation of an initial business combination
(regardless of the type of transaction that it is) other than the $10,000 administrative services fee, the repayment of the $150,000
loan and reimbursement of any out-of-pocket expenses. Our audit committee will review and approve all reimbursements and payments made
to our sponsor, officers, directors or our or their respective affiliates, with any interested director abstaining from such review and
approval. We have no present intention to enter into a business combination with a target business that is affiliated with any of our
officers, directors or sponsor. However, we are not restricted from entering into any such transactions and may do so if (i) such transaction
is approved by a majority of our disinterested independent directors and (ii) we obtain an opinion from an independent investment banking
firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated
shareholders from a financial point of view.
Selection of a Target Business and Structuring of a Business
Combination
Subject to our management team’s pre-existing fiduciary obligations
and the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding
taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial
business combination, as described below in more detail, and that we must acquire a controlling interest in the target business,
our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. We have
not established any specific attributes or criteria (financial or otherwise) for prospective target businesses, except as described
above under “Investment Criteria.
Any evaluation relating to the merits of a particular business combination
will be based, to the extent relevant, on such factors as well as other considerations deemed relevant by our management in effecting
a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an
extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities,
as well as review of financial and other information which is made available to us. This due diligence review will be conducted
either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such
third parties.
The time and costs required to select and evaluate a target business
and to structure and complete the business combination cannot presently be ascertained 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 a loss to us and reduce the amount of capital available to otherwise complete a business
combination.
Fair Market Value of Target Business
Nasdaq listing rules require 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 taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for
our initial business combination. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would
no longer be required to meet the foregoing 80% fair market value test.
We currently anticipate structuring a business combination to acquire
100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business
in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete
such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of
the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities
of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction
company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue
a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares
or other equity interests of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a
result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination
could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the
equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion
of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of trust account balance
test.
The fair market value of the target will be determined by our board
of directors 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). The proxy solicitation materials or tender offer documents used by us in connection with
any proposed transaction will provide public shareholders with our analysis of the fair market value of the target business, as
well as the basis for our determinations. If our board is not able to independently determine that the target business has a sufficient
fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent
entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We will not be required to
obtain an opinion from an investment banking firm as to the fair market value if our board of directors independently determines
that the target business complies with the 80% threshold.
Lack of Business Diversification
We may seek to effect a business combination with more than one
target business, although we expect to complete our business combination with just one business. Therefore, at least initially,
the prospects for our success may be entirely dependent upon the future performance of a single business operation. Unlike other
entities which may have the resources to complete several business combinations of entities operating in multiple industries or
multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity,
our lack of diversification may:
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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 a business combination, and
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result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.
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If we determine to simultaneously acquire several businesses and
such businesses 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 acquisitions, which may make it more difficult for us, and delay our ability,
to complete the business combination. With multiple acquisitions, 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.
Limited Ability to Evaluate the Target Business’ Management
Although we intend to scrutinize the management of a prospective
target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment
of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management
will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers
and directors, if any, in the target business following a business combination cannot presently be stated with any certainty. While
it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following
a business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to a business combination.
Moreover, they would only be able to remain with the company after the consummation of a business combination 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 them to receive compensation in the form
of cash payments and/or our securities for services they would render to the company after the consummation of the business combination.
While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target
business, their ability to remain with the company after the consummation of a business combination will not be the determining
factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, we cannot assure
you that our officers and directors will have significant experience or knowledge relating to the operations of the particular
target business.
Following a business combination, we may seek to recruit additional
managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit
additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve an Initial Business
Combination
In connection with any proposed business combination, we will either
(1) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which shareholders
may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or don’t vote
at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide
our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder
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. The decision as to whether we will seek shareholder approval of a proposed
business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion,
and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise
require us to seek shareholder approval. If we determine to engage in a tender offer, such tender offer will be structured so that each
shareholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. 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. Whether we seek shareholder approval or engage in a tender offer,
we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior
to or upon such consummation and, if we seek shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor
of the business combination. We may also choose to pursue an extension of the time to complete our business combination without depositing
additional funds into the trust account, which, consistent with a traditional special purpose acquisition company structure, would require
a vote of the company’s shareholders and in connection with which shareholders would have the right to redeem their public shares.
We chose our net tangible asset threshold of $5,000,001 to ensure
that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. 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,
we may need to have more than $5,000,001 in net tangible assets either immediately prior to or upon consummation and this 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 shareholders may therefore have to wait until the completion window in order to be able to receive
a pro rata share of the trust account. Our sponsor, initial shareholders, officers and directors will agree (1) to vote any ordinary
shares owned by them in favor of any proposed business combination, (2) not to convert any ordinary shares in connection with
a shareholder vote to approve a proposed initial business combination and (3) not to sell any ordinary shares in any tender in
connection with a proposed initial business combination.
None of our officers, directors, sponsor, initial shareholders or
their affiliates has indicated any intention to purchase units or Class A ordinary shares in this offering or from persons in the
open market or in private transactions. However, if we hold a meeting to approve a proposed business combination and a significant
number of shareholders vote, or indicate an intention to vote, against such proposed business combination or that they wish to
have their shares redeemed, our officers, directors, sponsor, initial shareholders or their affiliates could make such purchases
in the open market or in private transactions in order to influence the vote and reduce the number of redemptions. Notwithstanding
the foregoing, our officers, directors, sponsor, initial shareholders and their affiliates will not make purchases of Class A ordinary
shares 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 Rights
At any general meeting called to approve an initial business combination,
public shareholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination
or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account as of two business
days prior to the consummation of the initial business combination, less any taxes then due but not yet paid. Alternatively, we
may provide our public shareholders with the opportunity to sell their Class A ordinary shares to us through a tender offer (and
thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit
in the trust account, less any taxes then due but not yet paid.
Our sponsor, initial shareholders and our officers and directors will not have conversion rights with respect
to any ordinary shares owned by them, directly or indirectly, whether acquired prior to this offering or purchased by them in this
offering or in the aftermarket. Additionally, the holders of the underwriter
founder shares will not have conversion rights with respect to the
underwriter founder shares.
We may require public shareholders, whether they are a record holder
or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent or (ii) deliver
their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)
System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with the
proposal to approve the business combination. There is a nominal cost associated with the above-referenced delivery process and
the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering
broker $45.00 and it would be up to the broker whether or not to pass this cost on to the holder. However, this fee would be incurred
regardless of whether or not we require holders seeking to exercise conversion rights. 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
shareholders seeking to exercise conversion rights 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 shareholders.
Any proxy solicitation materials we furnish to shareholders
in connection with a vote for any proposed business combination will indicate whether we are requiring shareholders to satisfy
such certification and delivery requirements. Accordingly, a shareholder would have from the time the shareholder received our
proxy statement up until two business days prior to the scheduled vote on the proposal to approve the business combination to
deliver his, her or its shares if he, she or it wishes to seek to exercise his conversion rights. This time period varies depending
on the specific facts of each transaction. However, as the delivery process can be accomplished by the shareholder, whether or
not he, she or it is a record holder or his, her or its shares are held in “street name,” in a matter of hours by
simply contacting the transfer agent or his broker and requesting delivery of his, her or its shares through the DWAC System,
we believe this time period is sufficient for an average investor. However, we cannot assure you of this fact.
Any request to convert such shares once made, may be withdrawn at
any time up to the vote on the proposed business combination or the expiration of the tender offer. Furthermore, if a holder of
Class A ordinary shares delivered his certificate in connection with an election of their conversion and subsequently decides prior
to the applicable date not to elect to exercise such rights, he or she 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 shareholders who elected to exercise their conversion 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.
If our initial proposed business combination is not completed,
we may continue to try to complete a business combination with a different target until the completion window.
Redemption of Public Shares and Liquidation if No Initial Business
Combination
Our sponsor, officers and directors will agree that we will
have only the completion window to complete our initial business combination. If we are unable to complete our initial business
combination within the completion window, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest
to pay dissolution expenses which interest shall be net of taxes payable) divided by the number of then issued and outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right
to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire
worthless if we fail to complete our initial business combination within the completion window. Our initial shareholders will
enter into a letter agreement with us, pursuant to which they will waive their rights to liquidating distributions from the trust
account with respect to their founders shares if we fail to complete our initial business combination within the completion window.
However, if our initial shareholders acquire public shares in or after this offering, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion
window.
Our sponsor, officers and directors will agree, pursuant to
a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association
(A) that would affect our public shareholders’ ability to convert or sell their shares to us in connection with a business
combination as described herein or to modify the substance or timing the redemption rights provided to shareholders as described
in this prospectus or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination
activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such
amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. However,
we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately
prior to or upon completion of our initial business combination (so that we do not then become subject to the SEC’s “penny
stock” rules).
We expect that all costs and expenses associated with implementing
our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $750,000 of proceeds
held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if
those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent
that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us
an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of the net proceeds of this offering
and the sale of the private units, other than the proceeds deposited in the trust account, and without taking into account interest,
if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution is anticipated
to be approximately $10.15. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors
which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption
amount received by shareholders will not be substantially less than $10.15. While we intend to pay such amounts, if any, we cannot
assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors, service providers
(other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit
of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements
that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement,
breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in
each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.
If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management
will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not
executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial
to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver
include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly
superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service
provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they
may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial
business combination within the completion window, or upon the exercise of a redemption right in connection with our initial business
combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against
us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims
by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business
with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i)
$10.15 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation
of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be
withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any
and all rights to seek access to 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. Because we are a blank check company, rather
than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only
third parties we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and
technical services providers or prospective target businesses. In the event that an executed waiver is deemed to be unenforceable
against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims.
We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that
our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations.
We have not asked our sponsor to reserve for such obligations. None of our other officers will indemnify us for claims by third
parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the trust account are reduced
below (1) $10.15 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation
of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may
be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has
no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal
action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that
our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly,
we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially
less than $10.15 per share.
We will seek to reduce the possibility that our sponsor will have
to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our
independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable
as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under
the Securities Act. We will have access to up to $750,000 from the proceeds of this offering and the sale of the private units,
with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently
estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the
reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for
claims made by creditors. In the event that our offering expenses exceed our estimate of $950,000, we may fund such excess with
funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust
account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate
of $950,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
If we file a winding-up or bankruptcy petition or an involuntary
winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject
to applicable insolvency laws, and may be included in our insolvency estate and subject to the claims of third parties with priority
over the claims of our shareholders. To the extent any insolvency claims deplete the trust account, we cannot assure you we will
be able to return $10.15 per share to our public shareholders. Additionally, if we file a winding-up or bankruptcy petition or
an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders
could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. As a result, a bankruptcy court
could seek to recover some or all amounts received by our shareholders. Furthermore, our board may be viewed as having breached
its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims
of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot
assure you that claims will not be brought against us for these reasons.
Our public shareholders will be entitled to receive funds from
the trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in
connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described
herein, (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association (A) that would affect our public shareholders’ ability to convert or
sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of
the redemption rights provided to shareholders as described in this prospectus, or (B) with respect to any other provision relating
to shareholders’ rights or pre-initial business combination activity and (3) the redemption of our public shares if we are
unable to complete our initial business combination within the completion window, subject to applicable law and as further described
herein. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the
event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection
with our initial business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable
pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above.
Amended and Restated Memorandum and Articles of Association
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Our amended and restated memorandum and articles of association will contain certain requirements
and restrictions relating to this offering that will apply to us until the completion of our initial business combination.
Our amended and restated memorandum and articles of association will
contain a provision which provides that, if we seek to amend our amended and restated memorandum and articles of association
(A) that would affect our public shareholders’ ability to convert or sell their shares to us in connection with a business
combination as described herein or to modify the substance or timing of our obligation to redeem our public shares if we do
not complete our initial business combination within the completion window or (B) with respect to any other provision relating
to shareholders’ rights or pre-initial business combination activity, we will provide public shareholders with the opportunity
to redeem their public shares in connection with any such amendment. Specifically, our amended and restated memorandum and
articles of association will provide, among other things, that: prior to the completion of our initial business combination,
we shall either (1) seek shareholder approval of our initial business combination at a general meeting called for such purpose
at which public shareholders may elect to redeem their public shares without voting, and if they do vote, irrespective of
whether they vote for or against the proposed business combination, or (2) provide our public shareholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination by means of a tender
offer (and thereby avoid the need for a shareholder vote), in each in cash, for an amount payable in cash equal to the aggregate
amount then on deposit in the trust account as of two business days prior to the completion of our initial business combination,
including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public
shares, subject to the limitations described herein;
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we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon completion of our initial business combination and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination;
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if our initial business combination is not consummated within the
completion window, then our existence will terminate and we will distribute all amounts in the trust account; and
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prior to our initial business combination, we may not issue additional shares that would
entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares (a)
on any initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of
association to (x) extend the time we have to consummate a business combination beyond the
completion window or (y) amend the foregoing provisions.
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These provisions cannot be amended without the approval of holders
of at least two-thirds of our ordinary shares present and voting at a general meeting. In the event we seek shareholder approval
in connection with our initial business combination, our amended and restated memorandum and articles of association will provide
that we may consummate our initial business combination only if approved by an ordinary resolution under Cayman Islands law, being
the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who
vote at a general meeting in favor of the business combination.
Additionally, our amended and restated memorandum and articles
of association will provide that, prior to our initial business combination, holders of our founders shares are the only shareholders
that will have the right to vote on the appointment of directors and the right to remove a member of the board of directors for
any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special
resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted
to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law,
holders of our founders shares and holders of our public shares will vote together as a single class, with each share entitling
the holder to one vote.
Comparison of redemption or purchase prices in connection with
our initial business combination and if we fail to complete our initial business combination.
The following table compares the redemptions and other permitted
purchases of public shares that may take place in connection with the completion of our initial business combination and if we
are unable to complete our initial business combination within the completion window.
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Redemptions
in Connection with our Initial Business Combination
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Other
Permitted Purchases of Public Shares by our Affiliates
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Redemptions
if we fail to Complete an Initial Business Combination
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Calculation
of redemption price
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Redemptions at the time of our initial
business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price
will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either
case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the
trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated
to be $10.15 per share), including interest (which interest shall be net of taxes payable) divided by the number of then issued
and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would
cause our net tangible assets to be at least $5,000,001 either immediately prior to or upon consummation of our initial business
combination and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation
of terms of a proposed business combination.
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If we seek shareholder approval of
our initial business combination, our sponsor, directors, officers, or their respective affiliates may purchase shares in
privately negotiated transactions or in the open market either prior to or following completion of our initial business combination.
Such purchases will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is
a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None
of the funds in the trust account will be used to purchase shares in such transactions.
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If we are unable to complete our initial
business combination within the completion window, we will redeem all public shares at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.15 per
share), including interest (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes
payable) divided by the number of then issued and outstanding public shares.
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Redemptions in Connection with our Initial Business Combination
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Other Permitted Purchases of Public Shares by our Affiliates
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Redemptions if we fail to Complete an Initial Business Combination
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Impact to remaining shareholders
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The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred advisory fee and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).
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If the permitted purchases described above are made, there will be no impact to our remaining shareholders because the purchase price would not be paid by us.
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The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions.
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Comparison of This Offering to Those of
Blank Check Companies Subject to Rule 419
The following table compares the terms of this offering to the terms
of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds,
underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company
subject to Rule 419, and that the underwriters will not exercise the over-allotment option. None of the provisions of Rule
419 apply to our offering.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Escrow of offering proceeds
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The Nasdaq rules
provide that at least 90% of the gross proceeds from this offering and the sale of the private units be deposited in a trust
account. $76,125,000 of the net proceeds of this offering and the sale of the private units will be deposited into a trust
account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.
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Approximately
$63,787,500 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions,
expenses and company deductions under Rule 419, 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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$76,125,000 of
the net offering proceeds and the sale of the private units held in trust will be invested only in U.S. government treasury
bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act which invest only in direct U.S. government treasury obligations.
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Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
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Receipt of interest on escrowed funds
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Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.
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Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Limitation on fair value or net assets of target business
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Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred advisory fee and taxes payable) at the time of the agreement to enter into the initial business combination. If our securities are not listed on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement.
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The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
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Trading of securities issued
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The units are
expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising
the units are expected to begin separate trading on the 52nd day following the date of this prospectus unless BTIG and EarlyBirdCapital
inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described
below and having issued a press release announcing when such separate trading will begin. We will file the Current Report
on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date
of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such
Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial
information to reflect the exercise of the underwriters’ over-allotment option.
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No trading of the units or the underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
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Exercise of the warrants
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The warrants cannot be exercised until 30 days after the completion of our initial business combination.
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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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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Election to remain an investor
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We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek shareholder approval, we will complete our initial business combination only if obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.
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A prospectus containing information pertaining to the business combination
required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing,
within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment
to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require
the return of his, her or its investment.
If the company has not received the notification by the end of the
45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically
returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow
account must be returned to all of the investors and none of the securities are issued.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Business combination deadline
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If we are unable
to complete an initial business combination within the completion window,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable
and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right
to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and
dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law.
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If an acquisition
has not been completed within the completion window, funds held in
the trust or escrow account are returned to investors.
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Release of funds
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Except with respect
to interest earned on the funds held in the
trust account that may be released to us to
pay our taxes, if any, the funds held in the
trust account will not be released from the
trust account until the earliest of (i) the
completion of our initial business combination,
(ii) the redemption of any public shares
properly tendered in connection with a shareholder
vote to amend and restate our amended and restated
memorandum and articles of association to (A)
modify the substance or timing of our obligation
to allow redemption in connection with our
initial business combination or to redeem our
public shares if we do not complete our initial
business combination within the completion
window or (B) with respect to any other provision
relating to shareholders’ rights or pre-business
combination activity and (iii) the redemption
of all of our public shares if we are unable
to complete our initial business combination
within the completion window, subject to applicable
law. The Company will instruct the Trustee
to pay amounts from the trust account directly
to redeeming holders.
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The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote
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If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public shareholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions.
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Most blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination.
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Tendering share certificates in connection with a tender offer or redemption rights
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We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
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In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such shareholders to arrange for them to deliver their certificate to verify ownership.
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Competition
We expect to encounter intense competition from other entities having
a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other
blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly
or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess
greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could
potentially acquire with the net proceeds of this offering and the sale of the private warrants, our ability to compete with respect
to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the
event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class A ordinary
shares, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations
may place us at a competitive disadvantage in successfully negotiating a business combination. We may furthermore face competition
from other newly-formed entities that may target a business combination transaction with similar focus areas as ours, which may
intensify the competition that we face in achieving our objective.
Conflicts of Interest
Certain of our executive officers and directors have or may have
fiduciary and contractual duties to certain companies in which they have invested. These entities may compete with us for acquisition
opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it. However, we do not
expect these duties to present a significant conflict of interest with our search for an initial business combination.
Certain of our officers and directors presently have, and any of
them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or
director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers
or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business
combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however,
that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete
our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest
extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the
extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities
or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate
in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and
us, on the other.
Indemnity
Our sponsor has agreed that it will be liable to us if and to
the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or
a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in
the trust account to below (1) $10.15 per public share or (2) such lesser amount per public share held in the trust account as
of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the
interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights
to seek access to 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. Moreover, in the event that an executed waiver is deemed
to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party
claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe
that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those
obligations. We have not asked our sponsor to reserve for such obligations.
Facilities
We currently maintain our executive offices at 981
Marcus Avenue, Suite 227, Lake Success, NY 11042. Our executive offices are provided to us by our sponsor at a minimal payment
per month (included in the fee of up to $10,000 per month that we pay to our sponsor for office space, administrative and support
services). We consider our current office space adequate for our current operations.
Employees
As of the effective date of this prospectus, we will have two
officers. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend
to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time that our officers or any other members of our management team will devote in any time period will vary based
on whether a target business has been selected for our initial business combination and the current stage of the business combination
process.
Periodic Reporting and Financial Information
We will register our units, Class A ordinary shares and warrants
under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports
with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited
and reported on by our independent registered public auditors.
We will provide shareholders with audited financial statements
of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders
to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with,
or be reconciled to, U.S. GAAP or IFRS, depending on the circumstances and the historical financial statements may be required
to be audited in accordance with PCAOB standards. These financial statement requirements may limit the pool of potential target
businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such
financial statements in accordance with federal proxy rules and complete our initial business combination within the completion
window. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will
be material.
We will be required to evaluate our internal control procedures
for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be
a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to
have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act
regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance
with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such 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 shareholder approval of any golden parachute
payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active
trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging
growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act
for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the
adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage
of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1)
the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total
annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the
market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s
second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during
the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with
it in the JOBS Act.
Additionally, we are a “smaller reporting company” as
defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company
until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250
million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such
completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of
that year’s second fiscal quarter.
Legal Proceedings
There is no material litigation, arbitration or governmental proceeding
currently pending against us or any members of our management team in their capacity as such, and we and the members of our management
team have not been subject to any such proceeding in the 12 months preceding the date of this prospectus.
Management
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Directors
and executive officers name
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Age
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Title
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Paul Conway
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52
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Chief Executive Officer, Director
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Michael Kalt
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47
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Chief Financial Officer, Director
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Randy Frankel
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64
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Chairman
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Andrew Friedman
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45
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Director
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Julie Uhrman
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47
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Director
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Our directors, director nominees and executive officers are as follows:
Paul Conway is
the Co-Founder of Pacific Media Group, a leading financier and distributor of content, such as Ad Astra,
which it recently produced. Other films financed includes The Martian, The Greatest Showman, War
of the Planet of the Apes, X-Men Apocalypse and Alien: Covenant. Pacific Media Group owns a leading animated content
library in China including rights for the popular series Wild Kratts, Gigantosaurus and Garfield.
Pacific Media Group is also a leading investor in European football.
In June 2016, Mr. Conway was one of the leaders of a group that acquired OGC Nice. At OGC Nice, under Conway’s leadership,
significant player trading profits were generated and reinvested in the squad, making it more competitive within France and internationally,
including the club’s first appearance in the UEFA Champions League. As a result of the significant improvements to OGC Nice, PMG
was able to exit the club in August 2019.
In December 2017, Mr. Conway led the acquisition of Barnsley
Football Club and brought the same strategy of commitment to youth, data analytics and commercialization to England. In the
first full year of ownership, the club was automatically promoted to the English Championship. In the 2020-21 English
Championship season, Barnsley secured a place in the playoff for promotion to the English Premier League with the youngest
squad in the league. Mr. Conway currently serves as Co-Chairman of Barnsley Football Club.
In November 2019, he entered into a strategic partnership with
Swiss club FC Thun and Mr. Conway joined the Board of Directors. In May 2020, along with Partners Path Capital, his group acquired
72% of K.V. Oostende in Belgium. Mr. Conway serves on the boards of AS Nancy Lorraine, and Esbjerg fb, and FC Den Bosch. Mr. Conway
is a frequently interviewed by major media outlets, including The Times of London, Forbes, Bloomberg, The Daily Telegraph, The
Athletic, The Daily Mail, France Football, BBC, Sky Sports, Bloomberg and Reuters.
Mr. Conway previously was a Managing Director
in the Media Investment Banking Group with Oppenheimer and Co.
Mr. Conway received his M.B.A. from the
Columbia Business School, and received his bachelor’s degree from the University of Miami.
Michael Kalt is the managing
member of Partners Path Capital, a multifamily investment office he founded in 2014 that focuses on real estate and
specialty private transactions. He also serves as Senior Advisor to Sidewalk Labs, an Alphabet affiliate charged with accelerating
the pace of urban innovation to dramatically improve the quality of city life. Previously, Michael was Senior Vice President
of Development and Business Affairs for the Tampa Bay Rays, where he was part of the core management team that turned around what
had been one of the most underperforming clubs in major league baseball, using an analytics-based approach to drive outsize performance
on a limited budget, both on and off the field. He currently serves on the boards of K.V. Oostende of the Belgian Pro League,
AS Nancy Lorraine of France’s Ligue 2, and FC Den Bosch of Holland’s Eerste Divisie and is chairperson of Esbjerg
fB of the Danish First Division.
Michael also worked in
Mayor Bloomberg’s office as a senior advisor to the New York City Deputy Mayor for Economic Development. In that capacity,
he managed relations between the Mayor’s Office and the city’s Economic Development Corporation, coordinated area-wide
planning and economic development initiatives through the five boroughs, and served as the city’s point person for the development
of the new Yankee Stadium, Citi Field and the Barclays Center.
Before joining the
Bloomberg Administration, Michael was a management consultant with McKinsey & Company where he focused on addressing both
strategic and operating issues for media and telecommunications firms.
Michael received his
BA in Political Science and Urban Studies from Brown University and his JD from Harvard Law School.
Randy Frankel is
co-owner of the Tampa Bay Rays of Major League Baseball. His ownership group has overseen one of the most dramatic turnarounds
in professional sports history, turning one of the worst-run clubs in the United States into one that is consistently recognized
as the gold standard by its peers. The Rays’ success has culminated in two American League championships, including one
in 2020, despite consistently operating on a player budget that is less than one-half that of its competitors.
Prior to owning the Rays, Frankel was at Spear, Leeds
& Kellogg, where he was a managing director and member of the firm’s executive committee. Frankel joined Goldman
Sachs as a managing director, following its acquisition of Spear, Leeds, & Kellogg. In addition to his interests in professional
sports, which include co-ownership of Belgian Pro League club KV Oostende, French Ligue 2 side AS Nancy Lorraine and Danish
First Division Esbjerg fB, Frankel is involved in a wide variety of business pursuits, including commercial real estate,
golf courses, wineries and fitness concepts.
Frankel is a graduate of Hofstra University,
where he was a member of the 1976 men’s basketball team that appeared in the NCAA tournament.
Andrew
Friedman has been the Los Angeles Dodgers’ President of Baseball Operations since October 2014,
instilling a winning culture that has resulted in a division title in six seasons, three National League pennants and the 2020
World Championship. Under Friedman’s leadership since 2015, the Dodgers lead MLB with a .614 winning percentage (634-398),
including a franchise-record 106 wins in 2019 and a club-best .717 winning percentage during the shortened 2020 season
(43-17).
Entering his eighth season with the club, Friedman has overseen the
development of a well-regarded baseball farm system, positioning the organization for the long-term success, and also reorganized and
built out the team’s front office, including developing a highly respected data analytics operation. Friedman was named Major League
Baseball’s 2020 Executive of the Year and the Dodgers have twice (2017, 2020) been recognized by Baseball America as its Organization
of the Year, honoring the team for its success from top to bottom.
Friedman previously served as Executive Vice President of Baseball
Operations of the Tampa Bay Rays where, despite overseeing what was typically one of the league’s lowest payrolls, he led
the Rays to four postseason appearances, including two division titles (2008, 2010), in nine seasons from 2006-14. During Friedman’s
time in Tampa Bay, the Rays posted the franchise’s first winning season and won the American League pennant in 2008, when
he was named Sporting News’ Executive of the Year. After finishing below .500 in each of their first 10 years of existence,
the Rays finished above the .500 mark in six consecutive seasons under Friedman from 2008-13. Friedman joined the Rays in 2004
and spent two years serving as director of baseball development.
Prior to his career in baseball, Friedman was an analyst for two
years with New York City-based investment firm Bear, Stearns & Co., Inc., and spent three years as an associate for the private
equity firm MidMark Capital.
Friedman received a baseball scholarship to Tulane University, where
he played outfield for the Green Wave and graduated with a bachelor of science in management with a concentration in finance.
Julie Uhrman is the Co-Founder
and President of Angel City Football Club (ACFC), Los Angeles’ newest professional women’s soccer team set to debut
in Spring 2022 in the NWSL. Uhrman founded ACFC with Academy Award-winning actress and activist Natalie Portman, technology venture
capitalist Kara Nortman and venture capitalist, 776 founder & Reddit co-founder Alexis Ohanian. ACFC is one of the only majority
female-founded and run professional sports teams in the world. She is part of the DraftKings’ All-Star Network as an Advisor
to Drive by DraftKings. Uhrman has also been named a member of Adweek’s 2021 and 2020 Most Powerful Women In Sports, one
of the 100 Most Creative People in Business by Fast Company, and to the Creative 50 list by Advertising Age.
Before ACFC, Uhrman served as the EVP
and General Manager of OTT Ventures at Lionsgate, Head of Platform Business Development at Jaunt, a virtual reality content startup,
and Founder and CEO of OUYA, a pioneering Android-based game console.
Uhrman is a Board Member of the Los Angeles Sports & Entertainment
Commission, LA Sports Council and the Rose Bowl Institute.
We believe the experience, capabilities and strong reputation of
the Company’s management team will make us an attractive partner to potential target businesses, enhance our ability to complete
a successful business combination and bring value to the business post-business combination. Our management team represents a unique
mix of operating and investing experience, financial expertise and premier relationships around the world, thereby providing extraordinary
access to management teams, investors and potential business combination targets. While our mandate allows us to pursue an acquisition
opportunity in any industry or sector, we intend to focus on businesses in the sports, media, entertainment, health and wellness
and consumer technology sectors, which complements our management team’s expertise and will benefit from our strategic and
hands-on operational leadership.
Number, Terms of Office and Appointment
of Officers and Directors
Upon the effectiveness of the registration statement of which this
prospectus forms a part, we expect that our board of directors will consist of five members. Holders of our founders shares will appoint
each of our directors prior to the consummation of this offering for a two-year term, and holders of our public shares will not have
the right to vote on the appointment of directors during such term. The provisions of our amended and restated memorandum and articles
of association regarding director term may only be amended by a special resolution passed by at least 90% of our ordinary shares voting
in a general meeting. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may
be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the
holders of our founders shares. Our officers are appointed by the board of directors and serve at the discretion of the board of directors,
rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended
and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association
will provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents,
Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors.
Director Independence
Nasdaq listing standards require that a majority of our board
of directors be independent within one year of our initial public offering. 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 has determined that each of Randy Frankel,
Andrew Friedman, and Julie Uhrman, is an “independent director” as defined in the Nasdaq listing standards and applicable
SEC rules. Our audit committee and compensation committee will each be entirely composed of independent directors meeting Nasdaq’s
and the SEC’s additional requirements applicable to members of those committees. Our independent directors will have regularly
scheduled meetings at which only independent directors are present.
Officer and Director Compensation
None of our officers or directors has received any cash compensation for
services rendered to us. Each of our independent directors will invest, prior to the closing of this offering, as a limited partner holding
a minority, non-controlling interest in our sponsor and will therefore hold an indirect interest in the founders shares held by our sponsor’s
subsidiary. In addition, our sponsor, officers and directors, and any of their respective affiliates, will be reimbursed for any bona-fide,
documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses
and performing due diligence on suitable business combinations. Our audit committee will also review on a quarterly basis all payments
that were made to our sponsor, officers, directors or our or their affiliates.
After the completion of our initial business combination, directors
or members of our management team who remain with us may be paid consulting, management or other fees from the combined company.
All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation
materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation
will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible
for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation
committee constituted solely by independent directors.
We do not intend to take any action to ensure that members of our
management team maintain their positions with us after the consummation of our initial business combination, although it is possible
that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the
initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions
with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that
the ability of our management to remain with us after the consummation of our initial business combination will be a determining
factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers
and directors that provide for benefits upon termination of employment.
Committees of the Board of Directors
Pursuant to Nasdaq listing rules we will establish three standing
committees – an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating
committee, each comprised of independent directors. Under Nasdaq listing rule 5615(b)(1), a company listing in connection with
its initial public offering is permitted to phase in its compliance with the independent committee requirements.
Audit Committee
Upon the effectiveness of the registration statement of which
this prospectus forms a part, we will establish an audit committee of the board of directors. Messrs. Andrew Friedman and Julie
Uhrman, will serve as members of our audit committee and Randy Frankel will serve as the chairman of the audit committee.
Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee,
all of whom must be independent, subject to certain phase-in provisions. Each such prospective member of our audit committee
meets the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act.
Each member of the audit committee is or will be financially
literate and our board of directors has determined that Randy Frankel qualifies as an “audit committee financial expert”
as defined in applicable SEC rules and has accounting or related financial management expertise.
We will adopt an audit committee charter, which will detail the
purpose and principal functions of the audit committee, including:
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the appointment, compensation, retention, replacement and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
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pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;
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reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;
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setting clear hiring policies for employees or former employees of the independent auditors;
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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
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obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
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meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
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reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
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reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
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Compensation Committee
Upon the effectiveness of the registration statement of which
this prospectus forms a part, we will establish a compensation committee of the board of directors. Andrew Friedman and Randy
Frankel will serve as members of our compensation committee and Julie Uhrman will serve as the chairperson of the compensation
committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation
committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent
director standard under Nasdaq listing standards and Rule 10C-1 of the Exchange Act applicable to members of the compensation
committee.
We will adopt a compensation committee charter, which will detail
the purpose and responsibility of the compensation committee, including:
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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation (if any is paid by us), evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
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reviewing and making recommendations to our board of directors with respect to the compensation and any incentive-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 charter will also provide that the compensation committee may,
in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly
responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving
advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the
independence of each such adviser, including the factors required by Nasdaq and the SEC.
Compensation Committee Interlocks and Insiders Participation
None of our officers currently serves, and in the past
year has not served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving
on our board of directors.
Corporate Governance and Nominating Committee
Upon the effectiveness of the registration statement of
which this prospectus forms a part, we will establish a corporate governance and nominating committee of our board of directors. Julie
Uhrman and Randy Frankel will serve as members of our corporate governance and nominating committee and Andrew Friedman will serve as
the chairperson of the corporate governance and nominating committee. Under the Nasdaq listing standards, we are required to have a corporate
governance and nominating committee composed entirely of independent directors. Our board of directors has determined that each of Julie
Uhrman, Randy Frankel and Andrew Friedman are independent.
The primary function of the corporate governance and nominating
committee include:
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identifying individuals qualified to become
members of the board of directors and making recommendations to the board of directors regarding nominees for election;
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reviewing the independence of each director
and making a recommendation to the board of directors with respect to each director’s independence;
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developing and recommending to the board of
directors the corporate governance principles applicable to us and reviewing our corporate governance guidelines at least annually;
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making recommendations to the board of directors
with respect to the membership of the audit, compensation and corporate governance and nominating committees;
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overseeing the evaluation of the performance
of the board of directors and its committees on a continuing basis, including an annual self-evaluation of the performance of the
corporate governance and nominating committee;
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considering the adequacy of our governance
structures and policies, including as they relate to our environmental sustainability and governance practices;
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considering director nominees recommended by
stockholders; and
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reviewing our overall corporate governance
and reporting to the board of directors on its findings and any recommendations.
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Guidelines for Selecting Director Nominees
The guidelines for selecting nominees, which will be specified
in a charter to be adopted by us, generally provide that persons to be nominated:
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should possess personal qualities and characteristics,
accomplishments and reputation in the business community;
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should have current knowledge and contacts
in the communities in which we do business and in our industry or other industries relevant to our business;
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should have the ability and willingness to
commit adequate time to the board of directors and committee matters;
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should demonstrate ability and willingness
to commit adequate time to the board of directors and committee matters;
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should possess the fit of the individual’s
skills and personality with those of other directors and potential directors in building a board of directors that is effective,
collegial and responsive to our needs; and
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should demonstrate diversity of viewpoints,
background, experience, and other demographics, and all aspects of diversity in order to enable the board to perform its duties and
responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation.
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Each year in connection with the nomination of candidates
for election to the board of directors, the corporate governance and nominating committee will evaluate the background of each candidate,
including candidates that may be submitted by our stockholders.
Code of Ethics
Prior to the effectiveness of the registration statement of which
this prospectus is a part, we will have adopted a code of ethics applicable to our directors, officers and employees (our “Code
of Ethics”). Our Code of Ethics will be available on our website upon the completion of this offering. Our Code of Ethics
is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding
amendments to, or waivers of, provisions of our Code of Ethics on our website.
Conflicts of Interest
Certain of our executive officers and directors have or may have
fiduciary and contractual duties to certain companies in which they have invested. These entities may compete with us for acquisition
opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it. However, we do not
expect these duties to present a significant conflict of interest with our search for an initial business combination.
Under Cayman Islands law, directors and officers owe the following
fiduciary duties:
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duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
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duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
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duty to not improperly fetter the exercise of future discretion;
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duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
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duty to exercise independent judgment.
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In addition to the above, directors also owe a duty of care which
is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the
general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried
out by that director in relation to the company and the general knowledge skill and experience which that director has.
As set out above, directors have a duty not to put themselves in
a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position
at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or
authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of
permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval
at general meetings.
Certain of our officers and directors presently have, and any of
them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or
director is or will be, subject to their fiduciary duties under Cayman Islands law, required to present a business combination
opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity
that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to
honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their
fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of
our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated
memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving
as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging
directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest
or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate
opportunity for any director or officer, on the one hand, and us, on the other.
Potential investors should also be aware of the following other
potential conflicts of interest:
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None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her 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 that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “—Directors, Director Nominees and Executive Officers.”
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Our initial shareholders will agree
to waive their redemption rights with respect to their founders shares and any public shares held by them in connection with
the completion of our initial business combination. Our directors and officers have also entered into the letter agreement,
imposing similar obligations on them with respect to public shares acquired by them, if any. Additionally, our initial shareholders
will agree to waive their redemption rights with respect to their founders shares if we fail to consummate our initial business
combination within the completion window. However, if our initial shareholders or any of our officers, directors or affiliates
acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account
with respect to such public shares if we fail to consummate our initial business combination within the completion window.
If we do not complete our initial business combination within such applicable time period, the remaining proceeds of the sale
of the private units that are held in the trust account will be used to fund the redemption of our public shares, and the
private warrants will expire worthless. With certain limited exceptions, the founders shares and private units will be subject
to the following transfer restrictions:
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o
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100% of the founders shares will not be transferable, assignable or salable by our initial
shareholders, and will remain in escrow, until the earlier of (i) six months after the date of the consummation of our initial
business combination and (ii) the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization,
or other similar transaction after our initial business combination that results in all of our shareholders having the right
to exchange their ordinary shares for cash, securities or other property.
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With certain limited exceptions, the private units and underlying securities will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ordinary shares and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
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Our officers and directors 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 to proceed with a particular business combination.
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Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
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Our officers and directors may have a conflict of interest with respect to their involvement
in other special purpose acquisition companies seeking business combinations, but will
agree in connection with that potential conflict not to file publicly a registration statement for another such company until
our company signs an agreement for an initial business combination transaction without the consent of the BTIG and EarlyBirdCapital.
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The conflicts described above may not
be resolved in our favor.
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 would obtain an opinion from an independent investment banking firm or from an independent
accounting firm, that such an initial business combination is fair to our company from a financial point of view.
In addition, our sponsor or any of its affiliates may make additional
investments in the company in connection with the initial business combination, although our sponsor and its affiliates have no
obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed
investments could influence our sponsor’s motivation to complete an initial business combination.
In the event that we submit our initial business combination
to our public shareholders for a vote, our initial shareholders will agree (and their permitted transferees will agree), pursuant
to the terms of a letter agreement they will enter into with us, to vote their founders shares and any public shares held by them
in favor of our initial business combination. Our directors and officers will also enter into the letter agreement, imposing similar
obligations on them with respect to public shares acquired by them, if any.
Limitation on Liability and Indemnification
of Officers and Directors
Cayman Islands law does not limit the extent to which a company’s
memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against
willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association
will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability
incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.
We may purchase a policy of directors’ and officers’
liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in
some circumstances and insures us against our obligations to indemnify our officers and directors. We also intend to enter into
indemnity agreements with them.
Our officers and directors will agree to waive any right, title,
interest or claim of any kind in or to any monies in the trust account, and will agree to waive any right, title, interest or
claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek
recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be
satisfied by us if we (i) have sufficient funds outside of the trust account or (ii) consummate an initial business combination.
Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage
awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity
agreements are necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Principal
Shareholders
The following table sets forth information regarding the beneficial
ownership of our Class A ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A
ordinary shares included in the units offered by this prospectus, as well as the sale of the private units being sold concurrently
with this offering, and assuming no purchase of units in this offering, by:
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each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Class A ordinary shares;
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each of our officers, directors and director nominees; and
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all our officers, directors and director nominees as a group.
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Beneficial ownership is presented in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended, and generally reflects voting and/or investment power with respect to our
ordinary shares. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power
with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership
of the private warrants, as those warrants are not exercisable within 60 days of the date of this prospectus.
The pre-offering ownership percentages shown below reflect a
total of 2,195,000 ordinary shares outstanding prior to the offering (2,156,250 founders shares held by Counter Press Sponsor
LLC, plus an aggregate of 38,750 underwriter founder shares issued to BTIG and EarlyBirdCapital and their designees).
The post-offering ownership percentages shown below assume
that the underwriters do not exercise their over-allotment option, that the holder of the founders shares therefore forfeits
281,250 founders shares and that there are 9,846,250 ordinary shares issued and outstanding after this offering.
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Name
and Address of Beneficial Owner(1)
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Number of
Ordinary Shares
Beneficially Owned
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Approximate Percentage of
Issued and Outstanding
Ordinary Shares
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Before
Offering
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After
Offering
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Before
Offering
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After
Offering
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Counter
Press Sponsor LLC(2)
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2,156,250
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(3)
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2,275,000
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(4)
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98.2
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%
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23.1
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%
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Paul Conway(2)
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2,156,250
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(3)
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2,275,000
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(4)
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98.2
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%
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23.1
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%
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Michael Kalt(2)
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2,156,250
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(3)
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2,275,000
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(4)
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98.2
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%
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23.1
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%
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Randy Frankel
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—
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—
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—
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—
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Andrew Friedman
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—
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—
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—
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—
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Julie Uhrman
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—
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—
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—
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—
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All officers and directors as a group
(five individuals)
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2,156,250
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(3)
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2,275,000
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(4)
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98.2
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%
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23.1
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%
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(1)
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Unless otherwise noted, the business address of each of the following entities or individuals
is c/o 1981 Marcus Avenue, Suite 227, Lake Success, NY 11042.
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(2)
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Counter Press Sponsor LLC, our sponsor, is the record holder of the shares reported herein.
Paul Conway and Michael Kalt have voting and dispositive power over the shares owned by our sponsor.
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(3)
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These shares consist solely of founders shares, classified as Class B ordinary shares.
Such shares will automatically convert into Class A ordinary shares on the first business day following our initial business
combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Description of
Securities—Founders shares.”
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(4)
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These shares consist of 1,875,000 founders shares and 400,000 private shares contained
in the private units being purchased by the sponsor and/or its affiliates in a private placement that is occurring concurrently
with the closing of this offering, after the forfeiture of 281,250 of the 2,156,250 founders shares initially purchased by
the sponsor, due to the assumed non-exercise of the over-allotment option by the underwriters in this offering.
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We expect that at the time of any shareholder vote relating
to our initial business combination, our sponsor, its affiliates, our management members and/or their permitted transferees will
own approximately 23.1% of our issued and outstanding ordinary shares entitled to vote thereon. Prior to our initial business combination,
only holders of our founders shares will have the right to vote on the appointment of directors, and holders of a majority of
our founders shares may remove a member of the board of directors for any reason. In addition, because of their ownership block,
our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders,
including amendments to our amended and restated memorandum and articles of association and approval of significant corporate
transactions. If we increase or decrease the size of this offering, we will effect a capitalization or share repurchase or redemption
or other appropriate mechanism, as applicable, with respect to our founders shares immediately prior to the consummation of this
offering in such amount as to maintain the number of founders shares at 20% of our issued and outstanding ordinary shares upon
the consummation of this offering (excluding the underwriter founder shares and the private shares).
Concurrently with the closing of this offering, our sponsor,
BTIG and EarlyBirdCapital will be purchasing, in the aggregate, 432,500 private units (or 471,875 private units if the over-allotment option
is exercised in full) at a price of $10 per unit ($4,325,000, in the aggregate, or $4,718,750 if the over-allotment option
is exercised in full) in a private placement. Our sponsor will purchase 400,000 of those units (or 436,416, if the over-allotment option
is exercised in full) and BTIG and EarlyBirdCapital will purchase an aggregate of 32,500 of the units (or 35,459, if the over-allotment option
is exercised in full). Each private unit is comprised of one Class A ordinary share and one-half warrant. Each whole private warrant
is exercisable to purchase one whole Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. A portion
of the purchase price of the private units will be added to the net proceeds from this offering to be held in the trust account
pending our completion of our initial business combination. If we do not complete our initial business combination within the
completion window, the proceeds of the sale of the private units held in the trust account will be used to fund the redemption
of our public shares, and the private warrants will expire worthless. The private warrants are identical to the warrants sold as part of the
units in this offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they (including the ordinary
shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our
sponsor until 30 days after the completion of our initial business combination; and (2) they (including the ordinary shares issuable upon
exercise of these warrants) are entitled to registration rights.
Our sponsor and our officers and directors are deemed to be our
“promoters” as such term is defined under the federal securities laws. See “Certain Relationships and Related
Party Transactions” for additional information regarding our relationships with our promoters.
Transfers of Founders Shares, Underwriter Founder Shares
and Private Units
The founders shares and private units (including Class A ordinary
shares and private warrants comprising the private units) and any Class A ordinary shares issued upon conversion or exercise thereof
(as applicable) are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement to be entered
into by our initial shareholders with us. Those lock-up provisions provide that such securities are not transferable or salable:
(i) in the case of the founders shares six months after the completion of our initial business combination.
(All founders shares will also be released from
lock-up, if sooner than the above, on the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization,
or other similar transaction after our initial business combination that results in all of our shareholders having the right to
exchange their ordinary shares for cash, securities or other property.)
(ii) in the case of the private units, the private shares and
private warrants included in the private units, and the Class A ordinary shares underlying such warrants, until 30 days after the
completion of our initial business combination.
The above-described transfer restrictions are subject to an exception,
in each case, for transfers (a) to our officers or directors, any affiliates or family members of our officers or directors,
any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the
individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent
and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than
the price at which the securities were originally purchased; (f) in the event of our liquidation prior to our completion of
our initial business combination; (g) by virtue of the laws of the Cayman Islands or our sponsor’s exempted limited partnership
agreement, as amended, upon liquidation of our sponsor; or (h) in the event of our completion of a liquidation, merger, amalgamation,
share exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange
their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination;
provided, however, that in the case of clauses (a) through (e) or (g) these permitted transferees must enter into
a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by our sponsor
with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described
elsewhere in this prospectus).
The holders of the underwriter founder shares will agree not
to transfer, assign or sell any such shares without our prior written consent until the completion of our initial business combination.
The underwriter founder shares are also subject to a lock-up restriction under FINRA rules. See “Underwriting — Underwriter
Founder Shares.”
Registration Rights
The holders of the founders shares, private units (including private warrants), underwriter founder
shares and warrants that may be issued on conversion of working capital loans (and any ordinary shares issuable upon the
exercise of the private warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founders
shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective
date of this offering requiring us to register such securities for resale. The holders of these securities will be entitled to
make up to two demands, excluding short form registration demands, that we register such securities. In addition, the holders
have certain “piggyback” registration rights with respect to registration statements filed subsequent to our completion
of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under
the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed
under the Securities Act to become effective until termination of the applicable lock-up period. We will bear the expenses incurred
in connection with the filing of any such registration statements.
BTIG and EarlyBirdCapital will
have resale registration rights, but, pursuant to FINRA Rule 5110, may not exercise their demand and “piggyback” registration
rights beyond five (5) and seven (7) years, respectively, after the effective date of the registration statement of which this
prospectus forms a part and may not exercise their demand rights on more than one occasion.
Certain
Relationships and Related Party Transactions
In June 2021, our sponsor purchased 2,156,250 founders shares
for an aggregate purchase price of $25,000, or approximately $0.0116 per share. Up to 281,250 of those shares are subject
to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised.
Our sponsor has committed to purchase, in a private placement that will close
simultaneously with the closing of this offering, an aggregate of 400,000 private units, consisting of 400,000 private shares and 200,000
private warrants (or, if the over-allotment option is exercised in full, private units consisting of 436,416 private shares and 218,208
private warrants) at a price of $10.00 per unit ($4,000,000 in the aggregate, or $4,364,160 in the aggregate if the over-allotment option
is exercised in full). Each private warrant is exercisable to purchase one whole ordinary share at $11.50 per share, subject to adjustment
as provided herein. Our sponsor will be permitted to transfer the private units held by it to certain permitted transferees, including
our officers and directors and other persons or entities affiliated with or related to them, but the transferees receiving such securities
will be subject to the same agreements with respect to such securities as our sponsor. Otherwise, these units will generally not be transferable
or salable until 30 days after the completion of our initial business combination. The private warrants are identical to the warrants
sold as part of the units in this offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they
(including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred,
assigned or sold by our sponsor until 30 days after the completion of our initial business combination; and (2) they (including the ordinary
shares issuable upon exercise of these warrants) are entitled to registration rights.
The amount of founders shares will be equal to 25% of the public shares
to be sold in the offering (excluding the underwriter founder shares and the private shares). The number of founder shares issued was
determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion
of this offering (excluding the underwriter founder shares and the private shares). If we increase or decrease the size of the offering,
we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable with respect to our founders
shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founders shares by our sponsor
at an amount equal to 25% of our Class A ordinary shares to be sold in this offering (excluding the private placement of underwriter
founder shares and private units that will be consummated concurrently with the offering). Our sponsor does not intend to purchase any
units in this offering.
On or prior to the date of this prospectus, we will enter into
an administrative services agreement pursuant to which we will pay our sponsor up to $10,000 per month for office space, administrative
and support services. Upon completion of our initial business combination or our liquidation, we will cease paying any of these
monthly fees. Accordingly, assuming the consummation of our initial business combination occurs on the final month of the completion
window, our sponsor will be paid up to $150,000 in the aggregate for office space, administrative and support services and will
be entitled to be reimbursed for any out-of-pocket expenses.
As more fully discussed in “Management — Conflicts
of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the
line of business of any entity to which he or she has then-current fiduciary or contractual obligations, subject to their
fiduciary duties under Cayman Islands law, he or she may be required to present such business combination opportunity to such entity
prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law.
Our amended and restated memorandum and articles of association provide that to the fullest extent permitted by applicable law:
(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract,
to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii)
we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter
which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
Our officers and directors currently have and will in the future
have certain relevant fiduciary duties or contractual obligations that may, subject to applicable law, take priority over their
duties to us. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide,
documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis
all payments that were made to our sponsor, officers and directors, or any of their respective affiliates and will determine which
expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses
incurred by such persons in connection with activities on our behalf.
As of the date of this prospectus, our sponsor has agreed to
loan us up to $150,000 to be used for a portion of the expenses of this offering. As of September 30, 2021, we had not yet borrowed
any funds under the promissory note with our sponsor. These loans are non-interest bearing, unsecured and are due at the
earlier of February 28, 2022 or the closing of this offering. The loans will be repaid upon the closing of this offering out of
the offering proceeds not held in the trust account. The value of our sponsor’s interest in this transaction corresponds
to the principal amount issued and outstanding under any such loan.
In addition, in order to finance transaction costs in connection with an
intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are
not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts.
In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust
account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of those
loans may be converted into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the private
units to be sold to our sponsor. The terms of such loans by our officers and directors, if any, have not been determined and no written
agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our
sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek
access to funds in our trust account.
After our initial business combination, members of our management
team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being
fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable,
furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such
tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as
it will be up to the directors of the post-combination business to determine executive and director compensation.
We will enter into a registration rights agreement with respect
to the founders shares, private units, underwriter founder
shares and warrants issued upon conversion of working capital
loans (if any), which is described under the heading “Principal Shareholders — Registration Rights.”
We will enter into indemnity agreements with each of our officers
and directors, a form of which is to be filed as an exhibit to the registration statement of which this prospectus forms a part.
Those agreements will require us to indemnify those individuals to the fullest extent permitted under applicable Cayman Islands
law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they could
be indemnified.
Related Party Transactions Policies
We have not yet adopted a formal policy for the review, approval
or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified
in accordance with any such policy.
Prior to the consummation of this offering, we will adopt a code
of ethics requiring us to avoid, wherever possible, all conflicts of interest, except under guidelines or resolutions approved
by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under
our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including
any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethics that we plan to adopt prior
to the consummation of this offering is filed as an exhibit to the registration statement of which this prospectus is a part.
Our audit committee, pursuant to a written charter that we will
adopt prior to the consummation of this offering, will be responsible for reviewing and approving related party transactions to
the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present
at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members
of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members
of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, officers or directors, or our or any of their affiliates.
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 an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless
we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking
firm or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.
Furthermore, no finder’s fees, reimbursements or cash payments
will be made by us to our sponsor, officers or directors, or our or any of their affiliates, for services rendered to us prior
to or in connection with the completion of our initial business combination, other than the following payments, none of which will
be made from the proceeds of this offering and the sale of the private units held in the trust account prior to the completion
of our initial business combination:
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Repayment of an aggregate of up to $150,000 in loans that may be made to us by our sponsor to cover offering-related and organizational expenses;
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Payment to our sponsor of up to $10,000 per month for office space, administrative and support services;
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Payment of consulting, success or finder fees to our sponsor, officers, directors, initial shareholders or their affiliates in connection with the consummation of our initial business combination;
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Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;
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Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of those loans may be converted into units, at a price of $10.00 per unit at the option of the lender; and
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The above payments may be funded using the net proceeds of this
offering and the sale of the private units not held in the trust account or, upon completion of the initial business combination,
from any amounts remaining from the proceeds of the trust account released to us in connection therewith.
Our audit committee will review on a quarterly basis all payments
that are made to our sponsor, officers or directors, or our or their affiliates.
Description
of Securities
We are a Cayman Islands exempted company (company number 375955)
and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and common
law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which will be adopted upon
the consummation of this offering, we will be authorized to issue 200,000,000 Class A ordinary shares, $0.0001 par value each,
20,000,000 Class B ordinary shares, $0.0001 par value each, and 1,000,000 undesignated preferred shares, $0.0001 par value each.
The following description summarizes the material terms of our shares as set out more particularly in our amended and restated
memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important
to you.
Units
Each unit has an offering price of $10.00 and consists of one
Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class
A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Pursuant to the warrant
agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only
a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to
receive or trade a whole warrant.
The Class A ordinary shares and warrants are expected to begin
to trade separately on the 52nd day after the date of this prospectus unless BTIG and EarlyBirdCapital informs us of
their decision to allow earlier separate trading, provided that in no event may the Class A ordinary shares and warrants be traded
separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our
receipt of the gross proceeds of this offering. Once the Class A ordinary shares and warrants commence separate trading, holders
will have the option to continue to hold units or separate their units into the component pieces.
We will file a Current Report on Form 8-K which includes an audited
balance sheet promptly upon the consummation of this offering. The audited balance sheet will reflect proceeds we receive 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 to provide updated financial information
to reflect the exercise of the over-allotment option. We will also include in this Form 8-K, an amendment thereto, or in a subsequent
Form 8-K information indicating if BTIG and EarlyBirdCapital have allowed separate trading of the Class A ordinary shares and warrants
prior to the 52nd day after the date of this prospectus.
Ordinary Shares
Prior to the date of this prospectus, there were 2,156,250 Class B
ordinary shares issued and outstanding, all of which were held of record by our sponsor, and 38,750 Class A ordinary shares outstanding,
all of which we issued to BTIG and EarlyBirdCapital. Our sponsor will forfeit up to 281,250 Class B ordinary shares depending
on the extent to which the underwriters’ over-allotment is not exercised so that it will own 20% of our issued and outstanding
shares after this offering (excluding the underwriter founder shares and the private shares and assuming our initial shareholder does
not purchase any units in this offering). Upon the closing of this offering 9,846,250 ordinary shares will be issued and outstanding
(assuming no exercise of the underwriters’ over-allotment option, which will result in the forfeiture of 281,250 founders
(Class B ordinary) shares by our sponsor), consisting of:
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7,500,000 Class A ordinary shares included in the units being offered in this offering;
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432,500 Class A ordinary shares, in
the aggregate, being purchased by our sponsor (which will purchase 400,000 of those shares) and BTIG and EarlyBirdCapital
(which will purchase the remaining 32,500 of those shares) in a private placement being consummated concurrently with this
offering;
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1,875,000 founders (Class B ordinary) shares held by our sponsor; and
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38,750 representative Underwriter Founder (Class A ordinary) to be issued
to BTIG and EarlyBirdCapital and/or their designees.
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If we increase or decrease the size of the offering, we will
effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our founders
shares that are outstanding immediately prior to the consummation of the offering in such amount as to maintain the ownership
of founders shares by our sponsor prior to this offering at an amount equal to 25% of the public shares being sold in this offering
(excluding the underwriter founder shares and the founder shares).
Class A ordinary shareholders and Class B ordinary shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders, except as required by law;
provided that, prior to our initial business combination, only holders of our Class B ordinary shares will have the right to vote
on the appointment of directors, and holders of a majority of our Class B ordinary shares may remove a member of the board of
directors for any reason. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection
with our initial business combination, except as required by law, holders of Class A ordinary shares and holders of Class B ordinary
shares will vote together as a single class. Unless specified in the Companies Act, our amended and restated memorandum and articles
of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is
required to approve any matter voted on by our shareholders. Approval of certain actions will require a special resolution under
Cayman Islands law and pursuant to our amended and restated memorandum and articles of association; such actions include amending
our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another
company. Directors are appointed for a term of two years. There is no cumulative voting with respect to the appointment of directors,
with the result that the holders of more than 50% of the founders shares purchased prior to this offering that are voted for the
appointment of directors can appoint all of the directors prior to our initial business combination. Our shareholders are entitled
to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
Because our amended and restated memorandum and articles of association
will authorize the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into a business combination, we may
(depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we
are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder
approval in connection with our initial business combination.
In accordance with the Nasdaq corporate governance requirements,
we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing
on the Nasdaq. There is no requirement under the Companies Act or our amended and restated memorandum and articles of association
for us to hold annual general meetings in order to elect directors. Consequently, because the term of our directors elected prior
to this offering will extend for two years, we will not be re-electing directors at our initial annual general meeting held following
this offering. It is also possible that we may not hold an annual general meeting prior to the consummation of our initial business
combination. Our amended and restated memorandum and articles of association furthermore provide that only our board of directors—and
not our shareholders—have the right to call a general meeting of shareholders.
We will provide our public shareholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number
of then issued and outstanding public shares, subject to the limitations described herein. At the completion of our initial business
combination, we will be required to purchase any Class A ordinary shares properly delivered for redemption and not withdrawn.
The amount in the trust account is initially anticipated to be $10.15 per public share. Additionally, each public shareholder
may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the
proposed business combination. Our initial shareholders will enter into a letter agreement with us, pursuant to which they will
agree to waive their redemption rights with respect to their founders shares and any public shares held by them in connection
with the completion of our initial business combination. Our directors and officers will also enter into the letter agreement,
imposing similar obligations on them with respect to public shares acquired by them, if any. Permitted transferees of our initial
shareholders, officers or directors will be subject to the same obligations.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended
and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such
shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the ordinary
shares sold in this offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would
not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and those shareholders could suffer a material loss in their investment if they sell
their Excess Shares on the open market. Additionally, those shareholders will not receive redemption distributions with respect
to the Excess Shares if we complete the business combination. As a result, those shareholders will continue to hold that number
of shares exceeding 15% and, in order to dispose of those shares, would be required to sell their shares in open market transactions,
potentially at a loss.
If we seek shareholder approval in connection with our initial
business combination, our initial shareholders will agree (and their permitted transferees will agree), pursuant to the terms
of a letter agreement entered into with us, to vote their founders shares and any public shares held by them in favor of our initial
business combination. As a result, in addition to our sponsor’s founder shares and private shares, we would need 2,576,876,
or 34.4%, of the 7,500,000 public shares sold in this offering to be voted in favor of a transaction (assuming all issued and
outstanding shares are voted and the underwriters’ over-allotment option is not exercised), subject to any higher threshold
as is required by Cayman Islands or other applicable law, in order to have such initial business combination approved. Our directors
and officers will also enter into the letter agreement, imposing similar obligations on them with respect to public shares acquired
by them, if any.
Pursuant to our amended and restated memorandum and articles
of association, if we are unable to complete our initial business combination within the completion window, we will (1) cease
all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days
thereafter, subject to funds lawfully available therefor, redeem 100% of the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay
dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidating distributions, if any) and (3) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our initial
shareholders will enter into a letter agreement with us, pursuant to which they will agree to waive their rights to liquidating
distributions from the trust account with respect to their founders shares if we fail to complete our initial business combination
within the completion window. However, if our initial shareholders acquire public shares after this offering, they will be entitled
to liquidating distributions from the trust account with respect to those public shares if we fail to complete our initial business
combination within the completion window.
In the event of a liquidation, dissolution or winding up of the
company after a business combination, our shareholders at such time will be entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions
applicable to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem their public shares
for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which
interest shall be net of taxes payable), upon the completion of our initial business combination, subject to the limitations described
herein.
Founders Shares
The founders shares are designated as Class B ordinary shares
and are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founders shares
have the same shareholder rights as public shareholders, except that: (1) prior to our initial business combination, only holders
of the founders shares have the right to vote on the appointment of directors and holders of a majority of our founders shares
may remove a member of the board of directors for any reason; (2) the founders shares are subject to certain transfer restrictions,
as described in more detail below; (3) our sponsor will enter into a letter agreement with us, pursuant to which it will agree
to waive: (x) its redemption rights with respect to its founders shares and any public shares held by it in connection with the
completion of our initial business combination (and not seek to sell its shares to us in any tender offer we undertake in connection
with our initial business combination); (y) its redemption rights with respect to its founders shares and any public shares held
by it in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(A) that would affect our public shareholders’ ability to convert or sell their shares to us in connection with a business
combination as described herein or to the redemption rights provided to shareholders if we do not complete our initial business
combination within the completion window, as described in this prospectus, or (B) with respect to any other provision relating
to shareholders’ rights or pre-initial business combination activity; and (z) its rights to liquidating distributions from
the trust account with respect to any founders shares it holds if we fail to complete our initial business combination within
the completion window (although it will be entitled to liquidating distributions from the trust account with respect to any public
shares it holds if we fail to complete our initial business combination within the completion window); (4) the founders shares
will automatically convert into our Class A ordinary shares as described below and (5) the founders shares are entitled to registration
rights. In addition, our directors and officers will also enter into the letter agreement with respect to public shares acquired
by them, if any.
The founders shares will automatically
convert into Class A ordinary shares on the first business day following the completion of our initial business combination on
a one-for-one basis, subject to adjustment as provided herein. If additional Class A ordinary shares, or equity-linked securities
convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in this offering
and related to the closing of our initial business combination, the ratio at which founders shares will convert into Class A ordinary
shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the
number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an
as-converted basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of this offering plus the
number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business
combination (net of redemptions), (excluding the underwriter founder shares and the
private shares).
With certain limited exceptions, the founders shares are not transferable, assignable
or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject
to the same transfer restrictions) until six months after the completion of our initial business combination or the date following the
completion of our initial business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization
or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares
for cash, securities or other property.
Register of Members (Shareholders)
Under Cayman Islands law, we must keep a register of members (i.e.,
shareholders) and there shall be entered therein:
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the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares;
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the date on which the name of any person was entered on the register as a member; and
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the date on which any person ceased to be a member.
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Under Cayman Islands law, the register of members of our company
is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption
of fact on the matters referred to above unless rebutted) and a member registered in the register of members shall be deemed as
a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing
of this public offering, the register of members shall be immediately updated to reflect the issue of shares by us. Once our register
of members has been updated, the shareholders recorded in the register of members shall be deemed to have legal title to the shares
set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court
for a determination as to whether the register of members reflects the correct legal position. Further, the Cayman Islands court
has the power to order that the register of members maintained by a company should be rectified where it considers that the register
of members does not reflect the correct legal position. If an application for an order for rectification of the register of members
were made in respect of our ordinary shares, the validity of those shares may be subject to re-examination by a Cayman Islands
court.
Preferred Shares
Our amended and restated memorandum and articles of association
will authorize 1,000,000 preferred shares and will provide that preferred shares may be issued from time to time in one or more
series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative,
participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the
shares of each series. Our board of directors will be able to, without shareholder approval, issue preferred shares with voting
and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could
have anti-takeover effects. The ability of our board of directors to issue preferred shares without shareholder approval could
have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no
preferred shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preferred shares,
we cannot assure you that we will not do so in the future. No preferred shares are being issued or registered in this offering.
Warrants
No warrants are currently outstanding.
Each whole warrant entitles the registered holder to purchase one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days
following our initial business combination. However, no warrants will be exercisable for cash unless this (or another) prospectus
relating to such Class A ordinary shares and the registration statement of which this (or such other) prospectus forms a part
are then current and in effect. Notwithstanding the foregoing, if this (or such other) prospectus relating to the Class A ordinary
shares and the registration statement of which this (or such other) prospectus forms a part are not then current and in effect
(respectively)within 60 business days following the consummation of our initial business combination, warrant holders may, beginning
at such time, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act,
provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able
to exercise their warrants on a cashless basis. In the case of a cashless exercise, each holder would pay the exercise price by
surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product
of the number of Class A ordinary shares underlying the warrants, multiplied by the 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”
for this purpose will mean the average reported last sale price of the Class A ordinary shares for the 5 trading days ending on
the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion of an initial
business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The private warrants are identical to the warrants sold as part of the units
in this offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they (including the ordinary shares
issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor
until 30 days after the completion of our initial business combination; and (2) they (including the ordinary shares issuable upon exercise
of these warrants) are entitled to registration rights.
We may call the warrants for redemption, in whole and not in
part, at a price of $0.01 per warrant,
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at any time after the warrants become 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 Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and
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if, and only if, the registration statement of which this prospectus forms a part (or another registration statement) in then in effect with respect to the Class A ordinary shares underlying such warrants.
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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 Class A ordinary shares equal to
the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied
by the 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 Class A ordinary
shares for the 5 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.
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 at least 50% of the then outstanding public warrants in order
to make any change that adversely affects the interests of the registered holders.
The exercise price and number of Class A ordinary shares issuable
on exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization or our recapitalization,
reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A ordinary shares at
a price below their respective exercise prices.
In addition, if (x) we issue additional Class A ordinary shares
or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at
an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue
price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial shareholders
or their affiliates, without taking into account any founders shares held by them prior to such issuance) (which we refer to as
the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation
of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business
combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price and
the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to
the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.
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 Class A ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After
the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share
held of record on all matters to be voted on by shareholders.
Under the terms of the warrant agreement, we will agree to use
our best efforts to have declared effective a prospectus relating to the Class A ordinary shares issuable upon exercise of the
warrants and keep such prospectus current 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 Class A ordinary shares issuable upon exercise of
the warrants, holders will be unable to exercise their warrants for cash and we will not be required to net cash settle or cash
settle the warrant exercise.
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 9.8% of the Class A ordinary shares 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 Class A ordinary shares to be issued to the warrant holder.
Dividends
We have not paid any cash dividends on our Class A ordinary shares
to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of a business combination. The payment of any 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 ordinary shares and warrant agent
for our warrants is Continental Stock Transfer & Trust Company. We will agree to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and
employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed
or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad
faith of the indemnified person or entity.
Certain Differences in Corporate Law
Cayman Islands companies are governed by the Companies Act.
The Companies Act is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws
applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences
between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States
and their shareholders.
Mergers and Similar Arrangements. In certain
circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman
Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that
other jurisdiction).
Where the merger or consolidation is between two Cayman Islands
companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed
information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority
of 662/3% in value who attend and vote at a general meeting) of the shareholders of each company; or (b) such
other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution
is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in
a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent
company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied
that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of
Companies will register the plan of merger or consolidation.
Where the merger or consolidation involves a foreign company, the
procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required
to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below
have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the
foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements
of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has
been filed and remains issued and outstanding or order made or resolution adopted to wind up or liquidate the foreign company in
any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction
and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order,
compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the
foreign company are and continue to be suspended or restricted.
Where the surviving company is the Cayman Islands exempted company,
the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made
due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able
to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors
of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the
surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the
transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the
laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that
the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under
the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest
to permit the merger or consolidation.
Where the above procedures are adopted, the Companies Act provides
for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger
or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the shareholder must
give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation,
including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized
by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders,
the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must
within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice
of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within
seven days following the date of the expiration of the period set out in clause (b) above or seven days following the date
on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the
consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company
determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on
which the offer was made, the company must pay the shareholder such amount; (e) if the company and the shareholder fail to
agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires,
the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value
and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements
as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the
power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon
the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may
participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder
are not be available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open
market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration
for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving
or consolidated company.
Moreover, Cayman Islands law also has separate statutory provisions
that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally
be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands
as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to
a scheme of arrangement (the procedure of which are more rigorous and take longer to complete than the procedures typically required
to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each
class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in
value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy
at an annual general meeting, or an extraordinary general meeting summoned for that purpose. The convening of the meetings and
subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder
would have the right to express to the court the view that the transaction should not be approved, the court can be expected to
approve the arrangement if it satisfies itself that:
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we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;
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the shareholders have been fairly represented at the meeting in question;
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the arrangement is such as a businessman would reasonably approve; and
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the arrangement is not one that would more properly be sanctioned under some other provision
of the Companies Act or that would amount to a “fraud on the minority.”
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If a scheme of arrangement or takeover offer (as described below)
is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be
available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially
determined value of the shares.
Squeeze-out Provisions. When a takeover offer
is made and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the offeror may, within
a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection
can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith,
collusion or inequitable treatment of the shareholders.
Further, transactions similar to a merger, reconstruction and/or
an amalgamation may in some circumstances be achieved through other means to these statutory provisions, such as a share capital
exchange, asset acquisition or control, through contractual arrangements, of an operating business.
Shareholders’ Suits. Maples and Calder
(Cayman) LLP, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman
Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed
the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed
to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based
both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be
applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:
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a company is acting, or proposing to act, illegally or beyond the scope of its authority;
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the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or
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those who control the company are perpetrating a “fraud on the minority.”
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A shareholder may have a direct right of action against us where
the individual rights of that shareholder have been infringed or are about to be infringed.
Enforcement of Civil Liabilities. The Cayman Islands
has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally,
Cayman Islands companies may not have standing to sue before the federal courts of the United States.
We have been advised by Maples and Calder (Cayman) LLP, our
Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments
of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States
or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon
the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities
imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman
Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign
money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment
of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided
certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive
and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment
in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement
of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may
well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings
are being brought elsewhere.
Special Considerations for Exempted Companies.
We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident
companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of
the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially
the same as for an ordinary company except for the exemptions and privileges listed below:
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an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
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an exempted company’s register of members is not open to inspection;
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an exempted company does not have to hold an annual general meeting;
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an exempted company may issue shares with no par value;
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an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
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an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
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an exempted company may register as a limited duration company; and
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an exempted company may register as a segregated portfolio company.
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“Limited liability” means that the liability of each
shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances,
such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in
which a court may be prepared to pierce or lift the corporate veil).
Our amended and restated memorandum and articles of association
Our amended and restated memorandum and articles of association
will contain certain requirements and restrictions relating to this offering that will apply to us until the completion of our
initial business combination. These provisions cannot be amended without a special resolution. As a matter of Cayman Islands law,
a resolution is deemed to be a special resolution where it has been approved by either (i) at least two-thirds (or any
higher threshold specified in a company’s articles of association) of a company’s shareholders who attend and vote
at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given;
or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s
shareholders. Our amended and restated memorandum and articles of association will provide that special resolutions must be approved
either by at least two-thirds of our shareholders who attend and vote at a general meeting for which notice specifying the
intention to propose the resolution as a special resolution has been given (i.e., the lowest threshold permissible under Cayman
Islands law), or by a unanimous written resolution of all of our shareholders.
Our sponsor, its affiliates, our management members and/or their
permitted transferees, will collectively beneficially own approximately 23.1% of our ordinary shares upon the closing of this offering
and the concurrent private placement, will participate in any vote to amend our amended and restated memorandum and articles of
association and will have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum
and articles of association will provide, among other things, that:
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if we are unable to complete our initial business combination within the
completion window, 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, subject to lawfully available funds therefor, redeem 100% of the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses)
divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve;
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prior to our initial business combination, we may not issue additional ordinary shares 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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although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that such a business combination is fair to our company from a financial point of view;
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if a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
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so long as we obtain and maintain a listing for our securities on the Nasdaq, Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred advisory fee and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination;
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if our shareholders approve an amendment to our amended and restated memorandum and articles
of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with
our initial business combination or to redeem our public shares if we do not complete our initial business combination within
the completion window or (ii) with respect to the other provisions
relating to shareholders’ rights or pre-business combination activity, we will provide our public shareholders
with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net
of taxes payable) divided by the number of then issued and outstanding public shares; and
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we will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.
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In addition, our amended and restated memorandum and articles of
association will provide that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination.
The Companies Act permits a company incorporated in the Cayman
Islands to amend its memorandum and articles of association with the approval of the holders of at least two-thirds of such
company’s issued and outstanding ordinary shares present (in person or via proxy) and voting at a general meeting. A company’s
articles of association may specify that the approval of a higher majority is required but, provided the approval of the required
majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether
its memorandum and articles of association provides otherwise. Accordingly, with the requisite shareholder approval, we could
amend any of the provisions relating to our proposed offering, structure and business plan which are contained in our amended
and restated memorandum and articles of association. Nevertheless, we view all of these provisions as binding obligations to our
shareholders and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions unless
we provide dissenting public shareholders with the opportunity to redeem their public shares.
Anti-money laundering — Cayman Islands
If any person in the Cayman Islands knows or suspects or has
reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved
with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention
in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required
to report such knowledge or suspicion to (i) the Financial Reporting Authority, or FRA, of the Cayman Islands, pursuant to
the Proceeds of Crime Act (As Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering,
or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the
Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall
not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or
otherwise.
Cayman Islands Data Protection
We have certain duties under the Data Protection Act (As Revised)
of the Cayman Islands, or the DPA, based on internationally accepted principles of data privacy.
Privacy Notice
Introduction
This privacy notice puts our shareholders on notice that through
your investment in the company you will provide us with certain personal information which constitutes personal data within the
meaning of the DPA (“personal data”).
In the following discussion, the “company” refers to
us and our affiliates and/or delegates, except where the context requires otherwise.
Investor Data
We will collect, use, disclose, retain and secure personal data
to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of
business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our
activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer
personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information
security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental
loss, destruction or damage to the personal data.
In our use of this personal data, we will be characterized as
a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal
data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA
or may process personal information for their own lawful purposes in connection with services provided to us.
We may also obtain personal data from other public sources. Personal
data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a
shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature,
nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account
details, source of funds details and details relating to the shareholder’s investment activity.
Who this Affects
If you are a natural person, this will affect you directly. If you
are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that
provides us with personal data on individuals connected to you for any reason in relation your investment in the Company, this
will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise
advise them of its content.
How the Company May Use Your Personal Data
The company, as the data controller, may collect, store and use
personal data for lawful purposes, including, in particular:
(i) where this is necessary for the performance of our rights and
obligations under any purchase agreements;
(ii) where this is necessary for compliance with a legal and regulatory
obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or
(iii) where this is necessary for the purposes of our legitimate
interests and such interests are not overridden by your interests, fundamental rights or freedoms.
Should we wish to use personal data for other specific purposes
(including, if applicable, any purpose that requires your consent), we will contact you.
Why We May Transfer Your Personal Data
In certain circumstances, we may be legally obliged to share personal
data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands
Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including
tax authorities.
We anticipate disclosing personal data to persons who provide services
to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands or the European
Economic Area), who will process your personal data on our behalf.
The Data Protection Measures We Take
Any transfer of personal data by us or our duly authorized affiliates
and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.
We and our duly authorized affiliates and/or delegates shall apply
appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing
of personal data, and against accidental loss or destruction of, or damage to, personal data.
We shall notify you of any personal data breach that is reasonably
likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal
data relates.
Certain Anti-Takeover Provisions of Our Amended and Restated
Memorandum and Articles of Association
Our authorized but unissued Class A ordinary shares and preferred
shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes,
including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but
unissued and unreserved Class A ordinary shares and preferred shares could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.
Shares Eligible for Future Sale
Immediately after this offering we will have 9,846,250 (11,291,875
if the underwriters’ over-allotment option is exercised in full) ordinary shares issued and outstanding. Of these shares,
the 7,500,000 Class A ordinary shares (or 8,625,000 Class A ordinary shares, if the underwriters’ over-allotment option
is exercised in full) sold in this offering 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. All
of the remaining 2,346,250 (or 2,666,875, if the underwriters’ over-allotment option is exercised in full) founders
and private shares (including underwriter founder shares) are restricted securities under Rule 144, in that they were issued
in private transactions not involving a public offering, and are subject to transfer restrictions as set forth elsewhere in this
prospectus.
Rule 144
A person who has beneficially owned restricted Class A ordinary
shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed
to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject
to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned
restricted Class A ordinary shares 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 total number of ordinary shares then issued and outstanding, which will equal
98,463 shares immediately after this offering (or 112,919 if the underwriters
exercise their over-allotment option in full), on an as converted basis; or
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the average weekly trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
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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 in the amendments discussed above 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 Current Reports on Form 8-K; 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, our sponsor will be able to sell its founders shares
and private units pursuant to Rule 144 without registration one year after we have completed our initial business combination.
Registration Rights
The holders of the founders shares, private units (including private
warrants), underwriter founder shares and warrants that may be issued on conversion of working capital loans (and any ordinary
shares issuable upon the exercise of the private warrants or warrants issued upon conversion of the working capital loans and upon
conversion of the founders shares), will be entitled to registration 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 founders shares can elect to exercise these registration rights
at any time commencing three months prior to the date on which these Class B ordinary shares are to be released from their transfer
restrictions. The holders of a majority of the underwriter founder shares, private units and units issued to our sponsor, officers,
directors or their affiliates in payment of working capital loans made to us (or underlying securities) can elect to exercise these
registration rights at any time after we consummate a business combination. Notwithstanding anything to the contrary, BTIG and
EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the effective date of
the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggyback”
registration rights with respect to registration statements filed subsequent to our consummation of a business combination; provided,
however, that BTIG and EarlyBirdCapital may participate in a “piggyback” registration only during the seven-year period
beginning on the effective date of the registration statement of which this prospectus forms a part. We will bear the expenses
incurred in connection with the filing of any such registration statements.
Listing of Securities
We have applied to list our units, Class A ordinary shares and warrants
on Nasdaq under the symbols “CPAQU,” “CPAQ” and “CPAQW” on or promptly after the effective
date of the registration statement. Following the date the Class A ordinary shares and warrants are eligible to trade separately,
we anticipate that the Class A ordinary shares and warrants will be listed separately and as a unit on Nasdaq. We cannot guarantee
that our securities will be approved for listing on Nasdaq.
Income
Tax Considerations
The following summary of certain Cayman Islands and U.S. federal
income tax considerations relevant to an investment in our units, Class A ordinary shares and warrants is based upon laws and relevant
interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not
deal with all possible tax consequences relating to an investment in our ordinary shares and warrants, such as the tax consequences
under state, local and other tax laws.
Prospective investors should consult their professional advisors
on the possible tax consequences of buying, holding or selling any securities under the laws of their country of citizenship, residence
or domicile.
Cayman Islands Taxation
The following is a discussion on certain Cayman Islands income tax
consequences of an investment in our securities. The discussion is a general summary of present law, which is subject to prospective
and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and
does not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws
Payments of dividends and capital in respect of our securities will
not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to
any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or
corporate tax. The Cayman Islands currently has no income, corporate or capital gains tax and no estate duty, inheritance tax or
gift tax.
No stamp duty is payable in respect of the issue of our securities
or on an instrument of transfer in respect of our securities.
The Company has been incorporated under the laws of the Cayman Islands
as an exempted company with limited liability and, as such, applied for and has received an undertaking from the Financial Secretary
of the Cayman Islands in the following form, dated September 28, 2020:
The Tax Concessions Act (As Revised)
Undertaking as to Tax Concessions
In accordance with the provision of section 6 of The Tax Concessions
Act (As Revised), the Financial Secretary undertakes with Counter Press Acquisition Corporation (the “Company”):
1. That no law which is hereafter enacted in the Cayman Islands
imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and
2. In addition, that no tax to be levied on profits, income, gains
or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:
2.1 on or in respect of the shares, debentures or other obligations
of the Company;
2.2 by way of the withholding in whole or part, of any relevant
payment as defined in Section 6(3) of the Tax Concessions Act (As Revised).
3. These concessions shall be for a period of 20 years from the
date hereof.
United States Federal Income Taxation
General
The following discussion summarizes certain United States federal
income tax considerations generally applicable to the acquisition, ownership and disposition of our units (each consisting of one
Class A ordinary share and one warrant, which we refer to collectively as our securities, that are purchased in this offering by
U.S. Holders (as defined below) and Non-U.S. Holders (as defined below)). Because the components of a unit are generally separable
at the option of the holder, the holder of a unit generally should be treated, for United States federal income tax purposes, as
the owner of the underlying Class A ordinary share and warrant components of the unit. As a result, the discussion below with respect
to holders of Class A ordinary shares and warrants should also apply to holders of units (as the deemed owners of the underlying
Class A ordinary shares and warrants that constitute the units).
This discussion is limited to certain United States federal income
tax considerations to beneficial owners of our securities who are initial purchasers of a unit pursuant to this offering and hold
the unit and each component of the unit as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
This discussion assumes that the Class A ordinary shares and warrants will trade separately and that any distributions made (or
deemed made) by us on our Class A ordinary shares and any consideration received (or deemed received) by a holder in consideration
for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider
all aspects of United States federal income taxation that may be relevant to the acquisition, ownership and disposition of a unit
by a prospective investor in light of its particular circumstances, including:
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financial institutions or financial services entities;
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taxpayers that are subject to the mark-to-market accounting rules;
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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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persons liable for alternative minimum tax;
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expatriates or former long-term residents of the United States;
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persons that actually or constructively own ten percent or more of our voting shares or the total value of our shares;
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persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services;
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persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or
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U.S. Holders (as defined below) whose functional currency is not the U.S. dollar.
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Moreover, the discussion below is based upon the provisions of the
Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date
hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive
basis, so as to result in United States federal income tax consequences different from those discussed below. Furthermore, this
discussion does not address any aspect of United States federal non-income tax laws, such as gift, estate or Medicare contribution
tax laws, or state, local or non-U.S. tax laws. We have not sought, and will not seek, a ruling from the IRS as to any United States
federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be
upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions
will not adversely affect the accuracy of the statements in this discussion.
As used herein, the term “U.S. Holder” means a beneficial
owner of units, Class A ordinary shares or warrants who or that is for United States federal income tax purposes: (i) an individual
citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal
income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States,
any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation
regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust,
or (B) it has in effect a valid election to be treated as a U.S. person.
This discussion does not consider the tax treatment of partnerships
or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement
classified as a partnership for United States federal income tax purposes) is the beneficial owner of our securities, the United
States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the
activities of the partnership. Partnerships holding our securities and partners in such partnerships are urged to consult their
own tax advisors.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL
INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE INVESTOR
IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE
ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S.
TAX LAWS.
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 United States federal income tax purposes, and therefore, that treatment
is not entirely clear. The acquisition of a unit should be treated for United States federal income tax purposes as the acquisition
of one share of our Class A ordinary shares and one warrant, which is exercisable to acquire one share of our Class A ordinary
shares. We intend to treat the acquisition of a unit in this manner and, by purchasing a unit, you must adopt such treatment for
tax purposes. For United States federal income tax purposes, each holder of a unit must allocate the purchase price paid by such
holder for such unit between the one Class A ordinary share and one warrant based on the relative fair market value of each at
the time of issuance. The price allocated to each Class A ordinary share and one warrant should be the shareholder’s tax
basis in such share or warrant. Any disposition of a unit should be treated for United States federal income tax purposes as a
disposition of the Class A ordinary share and one warrant comprising the unit, and the amount realized on the disposition should
be allocated between the Class A ordinary share and warrant based on their respective relative fair market values. The separation
of the Class A ordinary share and the one warrant constituting a unit should not be a taxable event for United States federal income
tax purposes.
The foregoing treatment of the Class A ordinary shares 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 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 United States federal income
tax purposes.
U.S. Holders
Taxation of Distributions
Subject to the passive foreign investment company (“PFIC”)
rules discussed below, a U.S. Holder generally will be required to include in gross income as dividends the amount of any cash
distribution paid on our Class A ordinary shares to the extent the distribution is paid out of our current or accumulated earnings
and profits (as determined under United States federal income tax principles). Such dividends paid by us will be taxable to a corporate
U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations
in respect of dividends received from other domestic corporations. Subject to the PFIC rules discussed below, distributions in
excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Class A ordinary
shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such
Class A ordinary shares.
With respect to non-corporate U.S. Holders, under tax laws currently
in effect, dividends generally will be taxed at the lower applicable long-term capital gains rate (see “Gain or Loss on Sale,
Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants” below) only if our Class A ordinary
shares are readily tradable on an established securities market in the United States and certain other requirements are met, including
that we are not classified as a PFIC during the taxable year in which the dividend is paid or the preceding taxable year and, perhaps,
until after the close of the first two taxable years following our start-up year (within the meaning of the start-up exception).
U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect
to our Class A ordinary shares.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition
of Class A Ordinary Shares and Warrants
Subject to the PFIC rules discussed below, a U.S. Holder generally
will recognize capital gain or loss on the sale or other taxable disposition of our Class A ordinary shares or warrants (including
on our dissolution and liquidation if we do not consummate an initial business combination within the required time period). Any
such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such Class
A ordinary shares or warrants exceeds one year. It is unclear, however, whether certain redemption rights described in this prospectus
may suspend the running of the applicable holding period for this purpose.
The amount of gain or loss recognized on a sale or other taxable
disposition generally will be 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 Class A ordinary shares 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 Class A ordinary shares or warrants
based upon the then fair market values of the Class A ordinary shares and the warrants included in the units) and (ii) the U.S.
Holder’s adjusted tax basis in its Class A ordinary shares or warrants so disposed of. A U.S. Holder’s adjusted tax
basis in its Class A ordinary shares or warrants generally will equal the U.S. Holder’s acquisition cost (that is, the portion
of the purchase price of a unit allocated to a share of Class A ordinary shares or one warrant, as described above under “—
Allocation of Purchase Price and Characterization of a Unit”) reduced by any prior distributions treated as a return of capital.
Long-term capital gain realized by a non-corporate U.S. Holder is currently eligible to be taxed at reduced rates. See “—
Exercise or Lapse of a Warrant” below for a discussion regarding a U.S. Holder’s basis in a Class A ordinary share
acquired pursuant to the exercise of a warrant. The deduction of capital losses is subject to certain limitations.
Redemption of Class A Ordinary Shares
Subject to the PFIC rules discussed below, in the event that a U.S.
Holder’s Class A ordinary shares are redeemed pursuant to the redemption provisions described in this prospectus under “Description
of Securities — Ordinary Shares” or if we purchase a U.S. Holder’s Class A ordinary shares in an open market
transaction, the treatment of the transaction for United States federal income tax purposes will depend on whether the redemption
qualifies as a sale of the Class A ordinary shares under Section 302 of the Code. If the redemption or purchase by us qualifies
as a sale of Class A ordinary shares, the U.S. Holder will be treated as described under “Gain or Loss on Sale, Taxable Exchange
or Other Taxable Disposition of Class A Ordinary Shares and Warrants” above. If the redemption or purchase by us does not
qualify as a sale of Class A ordinary shares, the U.S. Holder will be treated as receiving a corporate distribution with the tax
consequences described above under “Taxation of Distributions.” Whether a redemption or purchase by us qualifies for
sale treatment will depend largely on the total number of our shares treated as held by the U.S. Holder (including any Class A
ordinary shares constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares outstanding
both before and after such redemption or purchase. The redemption or purchase by us of Class A ordinary shares generally will be
treated as a sale of the Class A ordinary shares (rather than as a corporate distribution) if such redemption or purchase (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 our shares actually owned by the U.S. Holder, but also our shares that are constructively
owned by such holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares 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
shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A ordinary shares which
could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage
of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption of Class
A ordinary shares must, among other requirements, be less than 80 percent of the percentage of our outstanding voting shares actually
and constructively owned by the U.S. Holder immediately before the redemption. Prior to our initial business combination the Class
A ordinary shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test
may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all of our shares actually
and constructively owned by the U.S. Holder are redeemed or (ii) all of our shares 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 shares owned
by certain family members and the U.S. Holder does not constructively own any other shares of ours. The redemption of the Class
A ordinary shares will not be essentially equivalent to a dividend if such redemption 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 shareholder in a publicly held
corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder
should consult its own tax advisors as to the tax consequences of a redemption.
If none of the foregoing tests are satisfied, then the redemption
will be treated as a corporate distribution and the tax effects will be as described under “Taxation of Distributions”
above. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Class A ordinary shares
will be added to the U.S. Holder’s adjusted tax basis in its remaining shares. If there are no remaining shares, a U.S. Holder
is urged to consult its tax advisor as to the allocation of any remaining tax basis.
Exercise or Lapse of a Warrant
Subject to the PFIC rules discussed below and except as discussed
below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition
of a Class A ordinary share on the exercise of a warrant for cash. A U.S. Holder’s tax basis in a Class A ordinary share
received upon exercise of the warrant generally will equal the sum of the U.S. Holder’s initial investment in the warrant
(that is, the portion of the U.S. Holder’s purchase price for the 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 a U.S. Holder’s holding period for the Class A ordinary share will commence on the date of exercise of the warrant
or the day following the date of exercise of the warrant; in either case, the holding period will not include the period during
which the U.S. Holder held the warrant. If a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a
capital loss equal to such holder’s tax basis in the warrant.
The tax consequences of a cashless exercise of a warrant are not
clear under current law. Subject to the PFIC rules discussed below, a cashless exercise may not be taxable, either because the
exercise is not a realization event or because the exercise is treated as a recapitalization for United States federal income tax
purposes. In either situation, a U.S. Holder’s tax basis in the Class A ordinary shares received generally would equal the
U.S. Holder’s tax basis in the warrants. If the cashless exercise was not a realization event, it is unclear whether a U.S.
Holder’s holding period for the Class A ordinary share will commence on the date of exercise of the warrant or the day following
the date of exercise of the warrant. If the cashless exercise were treated as a recapitalization, the holding period of the Class
A ordinary shares would include the holding period of the warrants.
It is also possible that a cashless exercise may be treated as a
taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder may be deemed to have surrendered warrants
with an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. Subject to the
PFIC rules discussed below, the U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the
fair market value of the warrants deemed surrendered and the U.S. Holder’s tax basis in such warrants. In this case, a U.S.
Holder’s tax basis in the Class A ordinary shares received would equal the sum of the U.S. Holder’s initial investment
in the warrants exercised (i.e., the portion of the U.S. Holder’s purchase price for the units that is allocated to the warrant,
as described above under “— Allocation of Purchase Price and Characterization of a Unit”) and the exercise price
of such warrants. It is unclear whether a U.S. Holder’s holding period for the Class A ordinary shares would commence on
the date of exercise of the warrant or the day following the date of exercise of the warrant.
Due to the absence of authority on the United States federal income
tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding
periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors
regarding the tax consequences of a cashless exercise.
Possible Constructive Distributions
The terms of each warrant provide for an adjustment to the number
of Class A ordinary shares 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 captioned “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 increases the U.S. Holders’ proportionate interest
in our assets or earnings and profits (e.g., through an increase in the number of Class A ordinary shares that would be obtained
upon exercise) as a result of a distribution of cash to the holders of our Class A ordinary shares which is taxable to the U.S.
Holders of such Class A ordinary shares as described under “— 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 the increase in the interest. For certain information reporting
purposes, we are required to determine the date and amount of any such constructive distributions. Proposed Treasury regulations,
which we may rely on prior to the issuance of final regulations, specify how the date and amount of constructive distributions
are determined.
Passive Foreign Investment Company Rules
A non-U.S. corporation will be classified as a PFIC for United States
federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the
gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii)
at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the
year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares
by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents
and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition
of passive assets.
Because we are a blank check company, with no current active
business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year ending December
31, 2021. However, pursuant to a startup exception, a corporation will not be a PFIC for the first taxable year the corporation
has gross income (the “startup year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies
the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (3) the corporation
is not in fact a PFIC for either of those years. Although subject to uncertainty, we may qualify for the startup exception for
2021, and, accordingly, we would not be treated as a PFIC for 2021. The applicability of the startup exception to us will not
be known until after the close of our current taxable year ending December 31, 2021 and, perhaps, until after the close of the
first two taxable years following our startup year (within the meaning of the startup exception). Although subject to uncertainty,
it is possible that we could be treated as a PFIC for a taxable year prior to our startup year (within the meaning of the startup
exception). Further, after the acquisition of a company or assets in a business combination, we may still meet one of the PFIC
tests depending on the timing of the acquisition and the amount of our passive income and assets as well as the passive income
and assets of the acquired business. If the company that we acquire in a business combination is a PFIC, then we will likely not
qualify for the startup exception and will be a PFIC for our current taxable year ending December 31, 2021. Our actual PFIC status
for our current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year.
Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year ending December 31, 2021
or any future taxable year.
Although our PFIC status is determined annually, an initial determination
that our company is a PFIC will generally apply for subsequent years to a U.S. Holder who held ordinary shares or warrants while
we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. If we are determined to be a PFIC for
any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares or
warrants and, in the case of our Class A ordinary shares, the U.S. Holder did not make either a timely qualified electing fund
(“QEF”) election or a mark-to-market election for our first taxable year as a PFIC in which the U.S. Holder held (or
was deemed to hold) Class A ordinary shares, as described below, such U.S. Holder generally will be subject to special rules with
respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Class A ordinary shares or warrants
and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during
a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in
respect of the Class A ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s
holding period for the Class A ordinary shares).
Under these rules:
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the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares or warrants;
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the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
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the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
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an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.
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In general, if we are determined to be a PFIC, a U.S. Holder may
avoid the PFIC tax consequences described above in respect to our Class A ordinary shares (but not our warrants) by making a timely
and valid QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital
gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the
taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election
to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject
to an interest charge.
It is not entirely clear how various aspects of the PFIC rules apply
to the warrants. However, a U.S. Holder may not make a QEF election with respect to its warrants to acquire our Class A ordinary
shares. As a result, if a U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants)
and we were a PFIC at any time during the U.S. Holder’s holding period of such warrants, any gain recognized generally will
be treated as an excess distribution, taxed as described above. If a U.S. Holder that exercises such warrants properly makes a
QEF election with respect to the newly acquired Class A ordinary shares (or has previously made a QEF election with respect to
our Class A ordinary shares), the QEF election will apply to the newly acquired Class A ordinary shares. Notwithstanding the foregoing,
the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from
the QEF election, will continue to apply with respect to such newly acquired Class A ordinary shares (which generally will be deemed
to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the warrants), unless the
U.S. Holder makes a purging election under the PFIC rules. Under the purging election, the U.S. Holder will be deemed to have sold
such shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, as
described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in the Class A ordinary
shares acquired upon the exercise of the warrants for purposes of the PFIC rules. U.S. Holders are urged to consult their tax advisors
as to the application of the rules governing purging elections to their particular circumstances.
The QEF election is made on a shareholder-by-shareholder basis and,
once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed
IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including
the information provided in a PFIC annual information statement, to a timely filed United States federal income tax return for
the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement
with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax
advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
In order to comply with the requirements of a QEF election, a U.S.
Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year (of which there
can be no assurance), we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual
information statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance that we
will timely provide such required information. There is also no assurance that we will have timely knowledge of our status as a
PFIC in the future or of the required information to be provided.
If a U.S. Holder has made a QEF election with respect to our Class
A ordinary shares, and the excess distribution rules discussed above do not apply to such shares (because of a timely QEF election
for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint
pursuant to a purging election, as described above), any gain recognized on the sale of our Class A ordinary shares generally will
be taxable as capital gain and no additional tax charge will be imposed under the PFIC rules. As discussed above, if we are a PFIC
for any taxable year, a U.S. Holder of our Class A ordinary shares that has made a QEF election will be currently taxed on its
pro rata share of our earnings and profits, whether or not distributed for such year. A subsequent distribution of such earnings
and profits that were previously included in income generally should not be taxable when distributed to such U.S. Holder. The tax
basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts
distributed but not taxed as dividends, under the above rules. In addition, if we are not a PFIC for any taxable year, such U.S.
Holder will not be subject to the QEF inclusion regime with respect to our Class A ordinary shares for such a taxable year.
If we are a PFIC and our Class A ordinary shares constitute “marketable
stock,” a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder, at the close of the
first taxable year in which it holds (or is deemed to hold) our Class A ordinary shares, makes a mark-to-market election with respect
to such shares for such taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income
the excess, if any, of the fair market value of its Class A ordinary shares at the end of such year over its adjusted basis in
its Class A ordinary shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted
basis of its Class A ordinary shares over the fair market value of its Class A ordinary shares at the end of its taxable year (but
only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s
basis in its Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized
on a sale or other taxable disposition of its Class A ordinary shares will be treated as ordinary income. Currently, a mark-to-market
election may not be made with respect to warrants.
The mark-to-market election is available only for “marketable
stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the Securities
and Exchange Commission, including Nasdaq (on which we intend to list the Class A ordinary shares), or on a foreign exchange or
market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market
value. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election
in respect to our ordinary shares under their particular circumstances.
If we are a PFIC and, at any time, have a foreign subsidiary that
is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally
could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of
all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in
the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder the information that may be required
to make or maintain a QEF election with respect to the lower-tier PFIC. There can be no assurance that we will have timely knowledge
of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and
thus there can be no assurance we will be able to cause the lower-tier PFIC to provide such required information. U.S. Holders
are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during
any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made)
and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute
of limitations until such required information is furnished to the IRS.
The rules dealing with PFICs and with the QEF and mark-to-market
elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders
of our Class A ordinary shares or warrants should consult their own tax advisors concerning the application of the PFIC rules
to our securities under their particular circumstances.
Tax Reporting
Certain U.S. Holders may be required to file an IRS Form 926 (Return
by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash) to us. Substantial
penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement. Furthermore, certain U.S. Holders
who are individuals and certain entities will be required to report information with respect to such U.S. Holder’s investment
in “specified foreign financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject
to certain exceptions. Persons who are required to report specified foreign financial assets and fail to do so may be subject to
substantial penalties. Potential investors are urged to consult their tax advisors regarding the foreign financial asset and other
reporting obligations and their application to an investment in our Class A ordinary shares and warrants.
Non-U.S. Holders
This section applies to you if you are a “Non-U.S. Holder.”
As used herein, the term “Non-U.S. Holder” means a beneficial owner of our units, Class A ordinary shares or warrants
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 United States 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
United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax
advisor regarding the U.S. federal income tax consequences of the sale or other disposition of our securities.
Dividends (including constructive distributions treated as dividends)
paid or deemed paid to a Non-U.S. Holder in respect of our Class A ordinary shares generally will not be subject to United States
federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business
within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or
fixed base that such Non-U.S. Holder maintains in the United States). In addition, a Non-U.S. Holder generally will not be subject
to United States federal income tax on any gain attributable to a sale or other disposition of our Class A ordinary shares or warrants
unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an
applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in
the United States).
Dividends (including constructive distributions treated as dividends)
and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and,
if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States)
generally will be subject to United States federal income tax at the same regular United States federal income tax rates applicable
to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for United States federal income tax purposes,
also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
The United States federal income tax treatment of a Non-U.S. Holder’s
exercise of a warrant, or the lapse of a warrant held by a Non-U.S. Holder, generally will correspond to the United States 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 in the preceding paragraphs above for a Non-U.S. Holder’s gain on the sale or other disposition
of our Class A ordinary shares and warrants.
Information Reporting and Backup Withholding
Dividend payments with respect to our Class A ordinary shares and
proceeds from the sale, exchange or redemption of our Class A ordinary shares may be subject to information reporting to the IRS
and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct
taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and
establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup
withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form
W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Amounts withheld as
backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain
a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with
the IRS and furnishing any required information. Holders are urged to consult their own tax advisors regarding the application
of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular
circumstances.
UNDERWRITING
We are offering the units described in
this prospectus through the underwriters named below. BTIG and EarlyBirdCapital are acting as representatives of the underwriters.
We will enter into an underwriting agreement with BTIG and EarlyBirdCapital, as representatives of the underwriters. Subject to
the terms and conditions of the underwriting agreement, the underwriters will agree to purchase, and we will agree to sell to
the underwriters, the number of units listed next to each of their names in the following table:
|
Underwriter
|
|
Number of
Units
|
|
|
BTIG
|
|
[●]
|
|
|
EarlyBirdCapital
|
|
[●]
|
|
|
Total
|
|
|
7,500,000
|
|
The underwriting agreement provides that
the underwriters must buy all of the units if they buy any of them. However, the underwriters are not required to purchase the
units covered by the over-allotment option to purchase additional units as described below.
Our units are offered subject to a number of
conditions, including:
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|
●
|
receipt and acceptance of our units by the underwriters; and
|
|
|
●
|
the underwriters’ right to reject orders in whole or in part.
|
In connection with this offering, the underwriters
or securities dealers may distribute prospectuses electronically.
Option To Purchase Additional Units
We have granted the underwriters an over-allotment option to
buy up to an aggregate of 1,125,000 additional units. The underwriters have 45 days from the date of this prospectus to exercise
this option. If the underwriters exercise this option, they will purchase additional units approximately in proportion to the amounts
specified in the table above.
Underwriting Discount
Units sold by the underwriters to the public will initially be offered
at the initial offering price set forth on the cover of this prospectus. Any units sold by the underwriters to securities dealers
may be sold at a discount of up to $[●] per unit from the initial public offering price and the dealers may allow a concession
not in excess of $[●] per unit to other dealers. Sales of units made outside of the United States may be made by affiliates
of the underwriters. After completion of this offering, if the underwriters still hold any units sold by us to them in this offering,
the representative 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.
The following table shows the per unit and
total underwriting discount we will pay to the underwriters assuming both no exercise and full exercise of the underwriters’
over-allotment option to purchase up to 1,500,000 additional units.
|
|
|
No Exercise
|
|
Full Exercise
|
|
Per Unit
|
|
|
$
|
0.55
|
|
|
$
|
0.55
|
|
|
Total
|
|
|
$
|
4,125,000
|
|
|
$
|
4,743,750
|
|
We estimate that the total expenses of the offering payable by us, not
including the underwriting discount, will be approximately $950,000. We have agreed to pay for the FINRA-related fees of the underwriters’
legal counsel, not to exceed $15,000, which amount is included in our $950,000 offering expense estimate.
Underwriter Founder Shares
Prior to the consummation of the IPO, we issued to BTIG and EarlyBirdCapital
and their designees an aggregate of 38,750 Class A ordinary underwriter founder shares for nominal consideration. The underwriter founder
shares are not subject to forfeiture if the underwriters’ over-allotment option is not exercised. The holders of the underwriter
founder shares will agree not to transfer, assign or sell any such shares without our prior written consent until the completion of our
initial business combination. The underwriter founder shares also will be subject to a lock-up restriction under FINRA rules described
below. In addition, the holders of the underwriter founder shares will agree (i) to waive their conversion rights (or right to participate
in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive
their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business
combination within the completion window.
The underwriter founder shares have been deemed compensation by FINRA
and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of this public offering.
Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or
hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition
of the securities by any person for a period of 180 days immediately following the commencement of sales of the public offering, except
to any underwriter and selected dealer participating in the offering and their officers or partners, registered persons or affiliates,
provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.
We have granted the holders of these shares the
registration rights as described under the section “Shares Eligible for Future Sale — Registration Rights.” BTIG and EarlyBirdCapital, as the holders of the underwriter founder shares,
also are entitled to “piggyback” registration rights whereby they may request the registration of the resale of their underwriter
founder shares as part of an offering that will be conducted by us or by our other shareholders during the seven year period commencing
on the effective date of the registration statement of which this prospectus forms a part.
Private Units
BTIG and EarlyBirdCapital have committed that they and/or their designees will
purchase from us an aggregate of 32,500 private units for a total purchase price of $325,000. This purchase will take place on a private
placement basis simultaneously with the consummation of this offering. BTIG and EarlyBirdCapital have also agreed that, if the over-allotment option
is exercised by the underwriters in full or in part, they and/or their designees will purchase from us an additional number of private
units (up to a maximum of 2,959 private units) necessary to deposit in the trust account $10.00 per unit sold to the public in this offering.
The private units are identical to the units sold in this offering except as described elsewhere in this prospectus. The private units
and underlying Class A ordinary shares and warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant
to FINRA Rule 5110(e)(1) such that the private units purchased by BTIG and EarlyBirdCapital 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 economic disposition
of the securities by any person for a 180-day period following the commencement of sales of this public offering except to any selected
dealer participating in the offering and the officers or partners, registered persons or affiliates, of the underwriters and any such
participating selected dealer. BTIG and EarlyBirdCapital will agree that the private units they purchase will not be sold or transferred
by them (except to certain permitted transferees) until 30 days have passed after we have completed an initial business combination. We
have granted the holders of private units, including BTIG and EarlyBirdCapital, the registration rights as described under the section
“Shares Eligible for Future Sale — Registration Rights.” In compliance with FINRA Rule 5110(g)(8), the BTIG and
EarlyBirdCapital registration rights are limited to one demand and unlimited “piggyback” rights for periods of five and seven
years, respectively, from the effective date of this prospectus with respect to the registration under the Securities Act of the private
units and the underlying securities. BTIG and EarlyBirdCapital may not exercise the warrants included within the units beyond the five-year
anniversary of the effective date of the registration statement of which this prospectus forms a part. We will bear the expenses incurred
in connection with the filing of any such registration statements.
Indemnification
We have agreed to indemnify the underwriters against certain liabilities,
including certain liabilities under the Securities Act. If we are unable to provide this indemnification, we have agreed to contribute
to payments the underwriters may be required to make in respect of those liabilities.
NASDAQ Listing
We expect our units to be listed on the Nasdaq, under the symbol
“CPAQU” and, once the ordinary shares and warrants begin separate trading, to have our ordinary shares and warrants
listed on the Nasdaq under the symbols “CPAQ” and “CPAQW”, respectively.
Price Stabilization, Short Positions
In connection with this offering, the underwriters
may engage in activities that stabilize, maintain or otherwise affect the price of units during and after this offering, including:
|
|
●
|
stabilizing transactions;
|
|
|
●
|
purchases to cover positions created by short sales;
|
|
|
●
|
imposition of penalty bids; and
|
|
|
●
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syndicate covering transactions.
|
Stabilizing transactions consist of bids or purchases made for the
purpose of preventing or retarding a decline in the market price of our units while this offering is in progress. Stabilization
transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
These transactions may also include making short sales of our units, which involve the sale by the underwriters of a greater number
of units than they are required to purchase in this offering and purchasing units on the open market to cover short positions created
by short sales. Short sales may be “covered short sales,” which are short positions in an amount not greater than the
underwriters’ option to purchase additional units referred to above, or may be “naked short sales,” which are
short positions in excess of that amount.
The underwriters may close out any covered short position by either
exercising their option, in whole or in part, or by purchasing units in the open market. In making this determination, the underwriters
will consider, among other things, the price of units available for purchase in the open market as compared to the price at which
they may purchase units through the over-allotment option.
Naked short sales are short sales made in excess of the over-allotment option.
The underwriters must close out any naked short position by purchasing units in the open market. A naked short position is more
likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in the open
market that could adversely affect investors who purchased in this offering.
The underwriters also may impose a penalty bid. This occurs when
a particular underwriter repays to the representative of the underwriters a portion of the underwriting discount received by it
because the representative has repurchased units sold by or for the account of that underwriter in stabilizing or short covering
transactions.
These stabilizing transactions, short sales, purchases to cover
positions created by short sales, the imposition of penalty bids and syndicate covering transactions may have the effect of raising
or maintaining the market price of our units or preventing or retarding a decline in the market price of our units. As a result
of these activities, the price of our units may be higher than the price that otherwise might exist in the open market. The underwriters
may carry out these transactions on the Nasdaq, in the over-the-counter market or otherwise. 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 the units. Neither
we, nor the underwriters, make any representation that the underwriters will engage in these stabilization transactions or that
any transaction, once commenced, will not be discontinued without notice.
Determination of Offering Price
Prior to this offering, there was no public
market for our units. The initial public offering price will be determined by negotiation between us and the representative of
the underwriters. The principal factors to be considered in determining the initial public offering price include:
|
|
●
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the information set forth in this prospectus and otherwise available to the representative;
|
|
|
●
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our history and prospects and the history and prospects for the industry in which we compete;
|
|
|
●
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our past and present financial performance;
|
|
|
●
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our prospects for future earnings and the present state of our development;
|
|
|
●
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the general condition of the securities market at the time of this offering;
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|
|
●
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the recent market prices of, and demand for, publicly traded units of generally comparable companies; and
|
|
|
●
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other factors deemed relevant by the underwriters and us.
|
Neither we nor the underwriters can assure investors that an active
trading market will develop for our units, warrants or Class A ordinary shares or that the units will trade in the public market
at or above the initial public offering price.
Affiliations
BTIG and EarlyBirdCapital and their affiliates are full service
financial institutions engaged in various activities, which may include securities trading, commercial and investment banking,
financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.
BTIG and EarlyBirdCapital and their affiliates may from time to time in the future engage with us and perform services for us or
in the ordinary course of their business for which they will receive customary fees and expenses. In the ordinary course of their
various business activities, the underwriters and their respective affiliates may also make or hold a broad array of investments
and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans)
for their own account and for the accounts of their customers, and such investment and securities activities may involve securities
and/or instruments of us. The underwriters and their affiliates may also make investment recommendations and/or publish or express
independent research views in respect of these securities or instruments and may at any time hold, or recommend to clients that
they acquire, long and/or short positions in these securities and instruments.
Additional Future Arrangements
Other than as described above, 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, the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the
future. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable
fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into
with any underwriter and no fees for such services will be paid to any underwriter prior to the date that is 60 days from the date
of this prospectus, unless such payment would not be deemed underwriters’ compensation in connection with this offering.
Electronic Distribution
A prospectus in electronic format may be made available on the Internet
sites or through other online services maintained by the underwriters participating in this offering, or by their affiliates. In
those cases, prospective investors may view offering terms online and, depending upon the particular underwriter, prospective investors
may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of units for sale to online
brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other
allocations. Other than the prospectus in electronic format, the information on any underwriters’ websites and any information
contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which
this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and
should not be relied upon by investors.
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:
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|
●
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the purchaser is entitled under applicable provincial securities laws to purchase our securities without the benefit of a prospectus qualified under those securities laws;
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|
|
●
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where required by law, that the purchaser is purchasing as principal and not as agent;
|
|
|
●
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the purchaser has reviewed the text above under Resale Restrictions; and
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|
|
●
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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.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure statement
or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in
relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document
under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required
for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the shares may only be made to persons
(the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the
Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise
pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without
disclosure to investors under Chapter 6D of the Corporations Act.
The shares applied for by Exempt Investors in Australia must not
be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances
where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section
708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D
of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.
This prospectus contains general information only and does not take
account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any
securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether
the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert
advice on those matters.
Notice to Prospective Investors in the Dubai International Financial
Centre
This prospectus relates to an Exempt Offer in accordance with the
Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution
only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by,
any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The
DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for
the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective
purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of
this prospectus you should consult an authorized financial advisor.
Notice to Prospective Investors in the European Economic Area
In relation to each member state of the European Economic Area that
has implemented the Prospectus Directive (each, a “relevant member state”), with effect from and including the date
on which the Prospectus Directive is implemented in that relevant member state (the “relevant implementation date”),
an offer of units described in this prospectus may not be made to the public in that relevant member state prior to the publication
of a prospectus in relation to the units that has been approved by the competent authority in that relevant member state or, where
appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all
in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer
of our units may be made to the public in that relevant member state at any time:
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●
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to any legal entity which is a qualified investor as defined in the Prospectus Directive;
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|
|
●
|
to fewer than 100, or, if the relevant member state has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the issuer for any such offer; or natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriter for any such offer; or
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|
|
●
|
in any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.
|
Each purchaser of units described in this prospectus located within
a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor”
within the meaning of Article 2(1)(e) of the Prospectus Directive.
For the purpose of this provision, the expression an “offer
to the public” in any relevant member state means the communication in any form and by any means of sufficient information
on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase or subscribe for the units,
as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state,
and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the PD 2010
Amending Directive to the extent implemented by the relevant member state) and includes any relevant implementing measure in each
relevant member state, and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
We have not authorized and do not authorize the making of any offer
of securities through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the
final placement of the units as contemplated in this prospectus. Accordingly, no purchaser of the units, other than the underwriters,
is authorized to make any further offer of the units on behalf of us or the underwriters.
Notice to Investors in Israel
This document does not constitute a prospectus under the Israeli
Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus
is being distributed only to, and is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli
Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio
managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters purchasing for their own account, venture capital
funds, and entities with shareholders’ equity in excess of NIS 50 million, each as defined in the Addendum (as it may be
amended from time to time, collectively referred to as institutional investors). Institutional investors may be required to submit
written confirmation that they fall within the scope of the Addendum. In addition, we may distribute and direct this document in
Israel, at our sole discretion, to certain other exempt investors or to investors who do not qualify as institutional or exempt
investors, provided that the number of such non-qualified investors in Israel shall be no greater than 35 in any 12-month period.
Notice to Prospective Investors in Switzerland
The shares may not be publicly offered in Switzerland and will not
be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland.
This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156
of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules
or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other
offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available
in Switzerland.
Neither this document nor any other offering or marketing material
relating to the offering, the Company or the shares have been or will be filed with or approved by any Swiss regulatory authority.
In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market
Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act
on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective
investment schemes under the CISA does not extend to acquirers of shares.
Notice to Prospective Investors in the United Kingdom
This prospectus is only being distributed to, and is only directed
at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive
that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as a “relevant person”).
The units are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such units will be engaged
in only with, relevant persons. This prospectus and its contents are confidential and should not be distributed, published or reproduced
(in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that
is not a relevant person should not act or rely on this document or any of its contents.
Notice to Prospective Investors in France
Neither this prospectus nor any other offering material relating
to the units described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés
Financiers or by the competent authority of another member state of the European Economic Area and notified to the Autorité
des Marchés Financiers. The units have not been offered or sold and will not be offered or sold, directly or indirectly,
to the public in France. Neither this prospectus nor any other offering material relating to the units has been or will be:
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released, issued, distributed or caused to be released, issued or distributed to the public in France; or
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used in connection with any offer for subscription or sale of the units to the public in France.
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Such offers, sales and distributions will be made in France only:
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to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;
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to investment services providers authorized to engage in portfolio management on behalf of third parties; or
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in a transaction that, in accordance with article L.411-2-II-1 -or-2 -or 3 of the French Code monétaire
et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés
Financiers, does not constitute a public offer (appel public à l’épargne).
|
The units may be resold directly or indirectly, only in compliance
with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.
Notice to Prospective Investors in 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), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance
(Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document
being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement,
invitation or document relating to the units may be issued or may be in the possession of any person for the purpose of issue (in
each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read
by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to units which are
or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the
meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice to Prospective Investors in Japan
The units have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly
or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly,
in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated
by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph,
“Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under
the laws of Japan.
Notice to Prospective Investors in Singapore
This prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or
sale, or invitation for subscription or purchase, of the units may not be circulated or distributed, nor may the units be offered
or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore
other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the
“SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance
with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of,
any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.
Where the units are subscribed or purchased under Section 275 of
the SFA by a relevant person that is:
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a corporation (which is not an accredited investor (as defined in Section 14A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, or
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
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to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;
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where no consideration is or will be given for the transfer; or
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where the transfer is by operation of law.
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Legal
Matters
Venable LLP, New York, New York, is acting as counsel
in connection with the registration of our securities under the Securities Act, and as such, will pass upon the validity of the
securities offered in this prospectus with respect to units and warrants. Maples and Calder (Cayman) LLP will pass upon the validity
of the units offered in this prospectus and with respect to certain matters of Cayman Islands law. Certain legal matters will
be passed upon on behalf of the underwriters by Ellenoff Grossman and Shole LLP, New York, New York.
Experts
The financial statements as of
September 30, 2021 included in this prospectus have been so included in reliance on the report (which contains an explanatory
paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial
statements) of UHY LLP, an independent registered public accounting firm, given on the authority of said firm
as experts in auditing and accounting.
Where
You Can Find Additional Information
We have filed with the SEC a registration statement on Form S-1 under
the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the
information included in the registration statement. For further information about us and our securities, you should refer to the
registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this
prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a
description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the
registration statement for copies of the actual contract, agreement or other document. Upon completion of this offering, we will
be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy
statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet
at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its
public reference facility at 100 F Street, N.E., Washington, D.C. 20549.You may also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
COUNTER PRESS ACQUISITION CORPORATION
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and
Shareholder of Counter Press Acquisition Corporation
Opinion on the Financial Statements
We have audited the accompanying balance
sheet of Counter Press Acquisition Corporation (the “Company”) as of September 30, 2021, and the related statements
of operations, shareholder’s equity, and cash flows as of and for the period from May 19, 2021 (inception) to September
30, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of September 30, 2021, and the results
of its operations and its cash flows for the period from May 19, 2021 (inception) to September 30, 2021, in conformity with accounting
principles generally accepted in the United States of America.
Substantial Doubt about the Company’s
Ability to Continue as a Going Concern
The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company
has no revenue, its business plan is dependent on the completion of a financing transaction and the Company’s cash and working
capital as September 30, 2021 are not sufficient to complete its planned activities for the upcoming year. These conditions raise
substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters
are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB 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.
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/s/ UHY LLP
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We have served as the Company’s auditor since 2021.
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Melville, New York
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December 20, 2021
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COUNTER PRESS ACQUISITION CORPORATION
BALANCE SHEET
SEPTEMBER 30, 2021
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Assets
|
|
|
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Deferred offering costs
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$
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67,963
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Total Assets
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$
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67,963
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Liabilities and Shareholder’s
Equity
|
|
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Accrued offering costs and expenses
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$
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49,640
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Total current liabilities
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49,640
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Commitments and Contingencies
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|
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Shareholder’s Equity
|
|
|
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Preference shares, $0.0001 par value;1,000,000 shares
authorized; none issued and outstanding
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|
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—
|
|
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Class
A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (1)
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|
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—
|
|
|
Class
B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,156,250 shares issued and outstanding (2)
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216
|
|
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Additional paid-in capital
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24,784
|
|
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Accumulated deficit
|
|
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(6,677
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)
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Total shareholder’s equity
|
|
|
18,323
|
|
|
Total Liabilities and Shareholder’s
Equity
|
|
$
|
67,963
|
|
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(1)
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This number does not include 38,750 Class A ordinary shares (“Underwriter
Founder Shares”) granted to the underwriters in advance of the IPO but subsequent to the date of these financial statements (see
Notes 7 and 8).
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|
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(2)
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This number includes an aggregate of up to 281,250 Class B ordinary
shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note
5). The underwriter founder shares are not subject to forfeiture if the underwriters’ over-allotment option is not exercised.
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The accompanying notes are an integral part
of these financial statements.
COUNTER PRESS ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MAY 19, 2021 (INCEPTION)
THROUGH SEPTEMBER 30, 2021
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Formation cost
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$
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6,677
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|
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Net loss
|
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$
|
(6,677
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)
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Weighted average ordinary
shares outstanding, basic and diluted(1)
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1,875,000
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Basic and diluted net loss per share
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$
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(0.00
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)
|
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(1)
|
This number excludes an aggregate of up to 281,250 Class B ordinary shares
subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). It also excludes
38,750 Underwriter Founder Shares issued to the underwriters in advance of the IPO but subsequent to the date of these financial statements
(see Notes 7 and 8). The underwriter founder shares are not subject to forfeiture if the underwriters’ over-allotment option is
not exercised.
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The accompanying notes are an integral part
of these financial statements.
COUNTER PRESS ACQUISITION CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDER’S
EQUITY
|
|
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Class A
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Class B
|
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Additional
|
|
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Total
|
|
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Ordinary Shares
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|
Ordinary Shares
|
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Paid-in
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Accumulated
|
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Shareholder’s
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|
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Shares(1)
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Amounts
|
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Shares(2)
|
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Amount
|
|
Capital
|
|
Deficit
|
|
Equity
|
|
Balance as of May 19, 2021 (inception)
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Class B ordinary shares issued to Sponsor
|
|
|
—
|
|
|
|
—
|
|
|
|
2,156,250
|
|
|
|
216
|
|
|
|
24,784
|
|
|
|
—
|
|
|
|
25,000
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,677
|
)
|
|
|
(6,677
|
)
|
|
Balance as of September 30, 2021
|
|
|
—
|
|
|
$
|
—
|
|
|
|
2,156,250
|
|
|
$
|
216
|
|
|
$
|
24,784
|
|
|
$
|
(6,677
|
)
|
|
|
18,323
|
|
|
(1)
|
This number does not include 38,750 Class A ordinary shares (“Underwriter
Founder Shares”) granted to the underwriters in advance of the IPO (see Notes 7 and 8).
|
|
|
|
|
(2)
|
This number includes an aggregate of up to 281,250 Class B ordinary
shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note
5). The underwriter founder shares are not subject to forfeiture if the underwriters’ over-allotment option
is not exercised.
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The accompanying notes are an integral part
of these financial statements.
COUNTER PRESS ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MAY 19, 2021 (INCEPTION)
THROUGH SEPTEMBER 30, 2021
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
Net loss
|
|
$
|
(6,677
|
)
|
|
Adjustments to reconcile net loss to net cash used
in operating activities
|
|
|
|
|
|
Formation cost paid by the Sponsor
|
|
|
6,677
|
|
|
Net cash used in operating activities
|
|
|
—
|
|
|
Net change in cash
|
|
|
—
|
|
|
Cash, beginning of period
|
|
|
—
|
|
|
Cash, end of the period
|
|
$
|
—
|
|
|
Supplemental disclosure of non-cash
investing and financing activities:
|
|
|
|
|
|
Deferred offering costs paid by Sponsor in exchange
for issuance of Class B ordinary shares
|
|
$
|
18,323
|
|
|
Deferred offering costs included in accrued offerings
costs and expenses
|
|
$
|
49,640
|
|
The accompanying notes are an integral part
of these financial statements.
COUNTER PRESS ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1—Organization, Business Operation and Going Concern
Counter Press Acquisition
Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 19, 2021
whose purpose is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or
other similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company
has not selected any specific Business Combination target and it has not (nor has anyone on its behalf), initiated any substantive
discussions, directly or indirectly, with any Business Combination target.
As of September 30,
2021, the Company had not commenced any operations. All activity for the period from May 19, 2021 (inception) through September
30, 2021 relates to the Company’s formation and the proposed initial public offering described below. The Company will not
generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will
generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed
Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The Company’s sponsor
is Counter Press Sponsor Corporation, a Cayman Islands exempted company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining
adequate financial resources through a proposed public offering of 7,500,000 units at $10.00 per unit (the “Units”) (or 8,625,000
units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3 (the “Proposed Public
Offering”).
The Sponsor, and EarlyBirdCapital,
Inc (“EBC”) and BTIG, LLC (“BTIG”), the representatives of the underwriters (the “Underwriters”),
will agree that they and / or their designees will purchase in the aggregate 432,500 units (or 471,875 if the over-allotment is
exercised) at a price of $10.00 per unit (the “Private Units”). The Sponsor will purchase 400,000 units (or 436,416,
if the over-allotment option is exercised in full) and BTIG and EBC will purchase an aggregate of 32,500 of the units (or 35,459,
if the over-allotment option is exercised in full), which is discussed in Note 4.
The Company must complete
one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust
Account (excluding taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in
connection with the Business Combination. The Company will complete the initial Business Combination only if the post-transaction
company in which its public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities
of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment
Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.
Upon the closing of
the Proposed Public Offering, management has agreed that an amount equal to at least 10.15 per Unit sold in the Proposed Public
Offering, including the proceeds of the Private Units, will be held in a Trust Account (“Trust Account”) and will
be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
Based on current interest rates, the Company estimates that the interest earned on the Trust Account will be approximately $15,225
per year, assuming no exercise of the underwriters’ overallotment option and an interest rate of 0.02% per year, following
the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Except with respect
to the exceptions described below, the proceeds from the Proposed Public Offering and the sale of the private units will not be
released from the Trust Account until the earliest of: (i) the completion of the initial Business Combination; (ii) the redemption
of any public shares properly tendered in connection with a shareholder
vote to amend the Company’s
amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation
to allow redemption in connection with the initial Business Combination or to redeem the public shares if the Company does not
complete the initial Business Combination within Combination Period or (B) with respect to any other provision relating to shareholders’
rights or pre-Business Combination activity; and (iii) the redemption of all of the public shares if the Company is unable to
complete the initial Business Combination within Combination Period, subject to applicable law. The net proceeds deposited in
the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over
the claims of its public shareholders. Therefore, there is no guarantee that investors will receive $10.15 per share upon redemption.
The Company will provide
its shareholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need
for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account
(net of amounts required to pay its income and franchise taxes), in each case subject to the limitations described herein. The
decision as to whether the Company will seek shareholder approval of its proposed Business Combination or allow shareholders to
sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on
a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the
Company to seek shareholder approval. If the Company determine to engage in a tender offer, the Company will file tender offer
documents which will contain substantially the same financial and other information about the initial Business Combination as
is required under the SEC’s proxy rules.
The Company will provide
its public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest
shall be net of taxes payable) divided by the number of then issued and outstanding public shares.
The ordinary 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 Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with
a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination
and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the
Business Combination.
If the Company is unable
to complete the initial Business Combination within the completion window, 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided
by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders
and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands
law to provide for claims of creditors and 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 the initial
Business Combination within Combination Period.
The Sponsor, officers
and directors will enter into a letter agreement with the Company, pursuant to which they will agree (A) to waive their redemption
rights with respect to their shares in connection with the completion of the initial Business Combination and (B) to waive their
rights to liquidating distributions from the Trust Account with respect to their founders and private shares if the Company fails
to complete the initial Business Combination within Combination Period (although they will be entitled to liquidating distributions
from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination
within the prescribed time frame), as described herein and in the Company’s amended and restated memorandum and articles
of association.
The Sponsor has agreed
that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent
auditors) 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 (i) $10.15 per public share or
(ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due
to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability
will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust
Account and except as 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. Moreover, in the event that an executed waiver is deemed
to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party
claims. Because the Company is a blank check company, rather than an operating company, and the Company’s operations will
be limited to searching for prospective target businesses to acquire, the only third parties the Company currently expect to engage
would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective
target businesses.
Going Concern Consideration
As of September 30,
2021, the Company had no cash and a working capital deficit of $49,640 (excluding deferred offering costs). The Company has incurred
and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a
Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate
a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Risks and Uncertainties
Management is currently
evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have
a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the
specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Note 2—Significant Accounting Policies
Basis of Presentation
The accompanying financial
statements are presented in conformity with accounting principles generally accepted in the United States of America (“US
GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act
of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that
are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial
statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers
all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company
did not have any cash equivalents as of September 30, 2021.
Deferred Offering Costs
The Company complies with
the requirements of the FASB ASC 340-10-S99-1. Deferred offering costs consist of legal and accounting expenses incurred through
the balance sheet date that are directly related to the Proposed Public Offering. Offering costs are allocated to the separable
financial instruments to be issued in the Proposed Public Offering based on a relative fair value basis, compared to total proceeds
received. Offering costs associated with the Class A and Class B ordinary shares will be charged to shareholders’ 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.
Net Loss Per Share
The Company complies
with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed
by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares
subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 281,250 Class B ordinary
shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At September
30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted
into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss
per share for the period presented.
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
The Company follows the
guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting
period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
Derivative Financial Instruments
The Company evaluates its
financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives
in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded
at fair value on the balance sheet with changes in the fair value reported in the statements of operations. Derivative assets and
liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion
of the instrument could be required within 12 months of the balance sheet date.
Warrants
The Company will account for
warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms
and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements
for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among
other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time
of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the
criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time
of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to
be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants will be recognized as a non-cash gain or loss on the statements of operations.
The Company will account
for the Public and Private Placement Warrants issued concurrently in connection with the Initial Public Offering in accordance
with ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815-40”),
under which the Public and Private Placement Warrants meet the criteria for equity classification and will be accounted for as
such on the date of issuance and each balance sheet date thereafter.
Income Taxes
The Company follows the
asset and liability method of accounting for income taxes under FASB 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 Topic 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’s management determined that the Cayman Islands is the Company’s
major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax
expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months.
The Company is considered to be
an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for
the period presented.
Recent Accounting Pronouncements
Management does not believe
that any recently issued, but not 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 7,500,000 Units, (or 8,625,000 Units if the underwriters’ over- allotment option is
exercised in full) at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable
warrant (the “Public Warrants”).
Note 4—Private Placement
The Company’s
Sponsor, BTIG and EBC will agree to purchase an aggregate of 432,500 private units (or 471,875 if the underwriters’ over-allotment
is exercised in full) (the “Private Units”), each comprised of one Class A ordinary share and one-half of a warrant
(“Private Warrant”). These private units will be sold at a price of $10.00 per unit for gross proceeds of $4,325,000
(or $4,718,750 if the underwriters’ over-allotment is exercised in full), in a private placement that will close simultaneously
with the closing of the Proposed Public Offering. The Sponsor will purchase 400,000 (or 436,416 if the underwriters’ over-allotment
is exercised in full) of the private units and BTIG and EBC will purchase 32,500 (or 35,459 if the underwriters’ over-allotment
is exercised in full) of the private units. Each private unit is comprised of one private share and one-half of a warrant. A portion
of the proceeds from the Private Placement Warrants will be added to the proceeds from the Proposed Public Offering to be held
in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from
the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law) and the Private Placement Warrants will expire worthless.
Each private unit is
comprised of one private share and one-half of a warrant. Each whole private warrant is exercisable to purchase one ordinary share
at $11.50.
Note 5—Related Party Transactions
Founder Shares
On June 23, 2021, the
Sponsor paid $25,000, or approximately $0.012 per share, to cover certain offering costs in consideration for 2,156,250 Class
B ordinary shares, par value $0.0001. Up to 281,250 shares are subject to forfeiture by the Sponsor depending on the extent to
which the underwriters’ over-allotment option is exercised. The underwriter founder shares are not subject to forfeiture
if the underwriters’ over-allotment option is not exercised.
Subject to customary, minor exceptions, the
Company’s Sponsor, as well as its officers and directors, will agree not to transfer, assign or sell any of their founders
shares, and to maintain their founders shares in escrow, until six months after the date of the consummation of our initial business
combination (all founder shares will also be released from escrow and lock-up, if sooner than the above, on the date on which
we consummate a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction after our initial
business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities
or other property).
Subject to customary, minor exceptions, the
holders of the underwriter founder shares will agree not to transfer, assign or sell any such shares without our prior written
consent until the completion of our initial business combination.
Subject to customary, minor exceptions, all
of the holders of private shares will agree not to transfer, assign or sell any of their private shares until the completion of
our initial business combination.
Promissory Note—Related Party
In June 2021, the Sponsor
agreed to loan the Company up to $150,000 to be used for a portion of the expenses of the Proposed Public Offering. These loans
are non-interest bearing, unsecured and are due at the earlier of February 28, 2022, or the closing of the Proposed Public Offering.
The loan will be repaid upon the closing of the Proposed Public Offering out of the offering proceeds not held in the Trust Account.
As of September 30, 2021, the Company had no borrowings under the promissory note.
Working Capital Loans
In order to finance
transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans
out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out
of funds held outside the Trust Account. In the event that the initial Business Combination does not close. The Company may use
a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust
Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into
units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical
to the Private Placement Units. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans.
Office Space, Secretarial and Administrative Services
On or prior to the date of
the Proposed Public Offering, the Company will enter into an administrative services agreement pursuant to which it will pay the Sponsor
up to $10,000 per month for office space, administrative and support services, for up to the 15-month period, which includes the automatic three-month extension period. Upon completion of the Business Combination or the Company’s liquidation, it will
cease paying these monthly fees.
Note 6—Commitments & Contingencies
Registration Rights
The holders of the founders
shares, private units (including private warrants), Underwriter Founder Shares and warrants that may be issued on conversion of
Working Capital Loans (and any ordinary shares issuable upon the exercise of the private warrants or warrants issued upon conversion
of the Working Capital Loans and upon conversion of the founders shares) will be entitled to registration rights pursuant to a
registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering requiring the Company
to register such securities for resale. The holders of these securities will be entitled to make up to two demands, excluding
short form registration demands, that the Company register such securities. In addition, the holders have certain “piggyback”
registration rights with respect to registration statements filed subsequent to its completion of the initial Business Combination
and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However,
the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities
Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriters Agreement
The Company will grant the
underwriters a 45-day option from the date of the Proposed Public Offering to purchase up to an additional 1,125,000 units to cover
over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions.
The underwriters will be
entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $1,500,000
(or up to $1,725,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled
to a deferred underwriting discount of 3.5% of the gross proceeds of the Proposed Public Offering upon the completion of the Company’s
initial Business Combination.
Note 7—Shareholder’s Equity
Underwriter Founder Shares
In December, prior to the consummation
of the IPO but subsequent to the date of these financials, the Company intends to issue to BTIG and EBC and its designees an aggregate of 38,750
Class A ordinary shares (the “Underwriter Founder Shares”) (see Note 8). The Company will account for the Underwriter Founder
Shares as an expense of the Proposed Public Offering, resulting in a charge directly to Shareholders Equity. The Company estimates the
fair value of the Underwriter Founder Shares to be $449 based upon the price of the Founder Shares issued to the Sponsor.
In addition, the holders
of the Underwriter Founder Shares will agree (i) to waive their conversion rights (or right to participate in any tender offer)
with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights
to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination
within the completion window.
The Underwriter Founder Shares
have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the
commencement of sales of the public offering pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these
securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period
of 180 days immediately following the commencement of sales of the public offering, except to any underwriter and selected dealer participating
in the offering and their officers or partners, registered persons or affiliates provided that all securities so transferred remain subject
to the lockup restriction above for the remainder of the time period.
Preference shares—The
Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights
and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021, there were
no preference shares issued or outstanding.
Class A ordinary shares—The
Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2021, there
were no Class A ordinary shares issued and outstanding.
Class B ordinary shares—The
Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one
vote for each Class B ordinary share. As of September 30, 2021, there were 2,156,250 Class B ordinary shares issued and outstanding.
Of the 2,156,250 Class B ordinary shares, an aggregate of up to 281,250 shares are subject to forfeiture to the Company for no consideration
to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders
will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Proposed Public Offering.
Holders of Class A ordinary
shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s
shareholders except as required by law. Unless specified in the Companies Act, the Company’s amended and restated memorandum
and articles of association or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary
shares that are voted is required to approve any matter voted on by its shareholders. Approval of certain actions will require
a special resolution under Cayman Islands law and pursuant to the Company’s amended and restated memorandum and articles
of association; such actions include amending the Company’s amended and restated memorandum and articles of association
and approving a statutory merger or consolidation with another company. Directors are appointed for a term of two years. There
is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the
Founder Shares purchased prior to the Proposed Public Offering that are voted for the appointment of directors can appoint all
of the directors prior to the initial Business Combination. The Company’s shareholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor.
The Founder Shares will
automatically convert into Class A ordinary shares on the first business day following the completion of the initial Business
Combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares,
or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the
amounts issued in the Proposed Public Offering and related to the closing of the initial Business Combination, the ratio at which
founders shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the
Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary
shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of its ordinary shares issued and outstanding upon
the completion of the Proposed Public Offering plus the number of Class A ordinary shares and equity-linked securities issued
or deemed issued in connection with the initial Business Combination (net of redemptions), (excluding the underwriter founder
shares and the private shares).
Public Warrants— No warrants are currently
outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment. The warrants will become exercisable 30 days following the completion of the Business Combination. The warrants will expire
at 5:00 p.m., New York City time, five years after the completion of the Business Combination, or earlier upon redemption.
In addition, if (x)
the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary
share (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case
of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any founders shares
held by them prior to such issuance) (which the Company refer to as the “Newly Issued Price”), (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on
the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price and the $18.00 per share redemption trigger price
described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater
of (i) the Market Value or (ii) the Newly Issued Price.
No warrants will be
exercisable for cash unless the registration statement of which this prospectus forms a part (or a different registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants) is then in effect and this prospectus (or such other
prospectus that is part of such other registration statement) is then current. Notwithstanding the foregoing, if a registration
statement covering the Class A ordinary shares issuable upon exercise of the warrants is not then in effect during the period
beginning 60 business days following the consummation of the initial Business Combination, warrant holders may, during any period
when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant
to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such
exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their
warrants on a cashless basis.
Redemption of warrants. Once
the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the
Private Placement Warrants):
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in whole and not in part;
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at a price of $0.01 per warrant;
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upon a minimum of 30 days’ prior written notice of redemption
(the “Redemption Period”)
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if, and only if, the last sale price of the Class A ordinary
shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations,
rights issuances, reorganizations, recapitalizations and the like, or as described above under “Exercise price of warrants”)
for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third
trading day prior to the date on which the Company send the notice of redemption to the warrant holders; and
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there is a current registration statement in effect with respect
to the Class A ordinary shares underlying such warrants.
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Private Placement Warrants— The private warrants are identical to the warrants sold as part of the
units in this offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they (including the ordinary
shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our
sponsor until 30 days after the completion of our initial business combination; and (2) they (including the ordinary shares issuable upon
exercise of these warrants) are entitled to registration rights.
Note 8—Subsequent Events
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based
on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial
statements.
7,500,000 Units
Counter Press Acquisition Corporation
Preliminary Prospectus
[●]
Joint Book-Running Managers
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BTIG,
LLC
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EarlyBirdCapital,
Inc.
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,
2022
Until , 2022 (25 days after the date of this prospectus), all dealers
that buy, sell or trade our units, whether or not participating in this offering, may be required to deliver a prospectus. This is in
addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments
or subscriptions.
Part
II
Information not required in prospectus
Item 13. Other expenses of
issuance and distribution.
The estimated expenses payable by us in connection with the offering
described in this registration statement (other than the underwriting discount and commissions) will be as follows:
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Legal fees and expenses
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250,000
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Accounting fees and expenses
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40,000
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SEC expenses
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9,410
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FINRA expenses and underwriter-related
expenses
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13,125
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Nasdaq listing and filing fees
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75,000
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Printing and engraving expenses
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25,000
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Miscellaneous
expenses
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537,465
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Total offering
expenses
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$
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950,000
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Item 14. Indemnification of Directors and
Officers.
Cayman Islands law does not limit the extent to which a company’s
memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against
willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and
articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law,
including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful
neglect. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors
against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to
indemnify our officers and directors. We also intend to enter into indemnity agreements with them.
Our officers and directors will agree to waive any right, title,
interest or claim of any kind in or to any monies in the trust account, and will agree to waive any right, title, interest or
claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek
recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be
satisfied by us if we (i) have sufficient funds outside of the trust account or (ii) consummate an initial business combination.
Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage
awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions and the insurance are necessary
to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
We will enter into indemnity agreements with each of our officers
and directors, a form of which is to be filed as an exhibit to this Registration Statement. These agreements will require us to
indemnify these individuals and entity to the fullest extent permitted under applicable Cayman Islands law and to hold harmless,
exonerate and advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Item 15. Recent Sales of Unregistered Securities.
In June 2021, our sponsor purchased 2,156,250 founders
shares, for an aggregate offering price of $25,000, at an average purchase price of approximately $0.0116 per share. Such securities
were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2)
of the Securities Act. The purchasing entity is an accredited investor for purposes of Rule 501 of Regulation D.
Prior to the consummation of the IPO, we issued BTIG and EarlyBirdCapital
an aggregate of 38,750 underwriter founder shares at a purchase price of $0.001 per share. Those securities were issued pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act. The purchasing entity is an accredited investor
for purposes of Rule 501 of Regulation D.
Our sponsor, BTIG and EarlyBirdCapital have committed to purchase
an aggregate of 432,500 private units (or 471,875 private units if the over-allotment option in the offering is exercised
in full), consisting each of one Class A ordinary share and one-half warrant, at a price of $10.00 per unit, or $4,325,000 in
the aggregate (or $4,718,750 if the over-allotment option is exercised in full in the offering), in a private placement that will
close simultaneously with the closing of this offering. Each whole private warrant is exercisable for one whole ordinary share
at $11.50 per share, subject to adjustment as provided herein. This purchase will take place on a private placement basis simultaneously
with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect
to the above-described sales.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The following exhibits are being
filed herewith:
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Exhibit
No.
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Description
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1.1*
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Form
of Underwriting Agreement.
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3.1*
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Memorandum
and Articles of Association.
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3.2*
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Form
of Amended and Restated Memorandum and Articles of Association.
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4.1*
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Specimen
Unit Certificate.
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4.2*
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Specimen
Class A Ordinary Share Certificate.
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|
4.3*
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|
Specimen
Warrant Certificate.
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|
4.4*
|
|
Form
of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
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|
5.1*
|
|
Opinion
of Maples and Calder (Cayman) LLP, Cayman Islands legal counsel to the Registrant.
|
|
5.2*
|
|
Opinion
of Venable LLP, counsel to the Registrant.
|
|
10.1*
|
|
Promissory
Note, executed on June 21, 2021, issued by the Registrant to Counter Press Sponsor LLC.
|
|
10.2*
|
|
Form
of Letter Agreement among the Registrant, its officers and directors and Counter Press Sponsor LLC.
|
|
10.3*
|
|
Form
of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
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|
10.4*
|
|
Form
of Registration Rights Agreement between the Registrant and certain security holders.
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|
10.5*
|
|
Share
Purchase Agreement, dated June 15, 2021, between the Registrant and Counter Press Sponsor LLC.
|
|
10.6.1*
|
|
Form
of Private Units Purchase Agreement between the Registrant and Counter Press Sponsor LLC.
|
|
10.6.2*
|
|
Form
of Private Units Purchase Agreement between the Registrant and BTIG, LLC.
|
|
10.6.3*
|
|
Form of Private Units
Purchase Agreement between the Registrant and EarlyBirdCapital, Inc.
|
|
10.7*
|
|
Form
of Indemnity Agreement.
|
|
10.8*
|
|
First
Amendment to Promissory Note, executed on December 17, 2021, issued by the Registrant to Counter Press Sponsor LLC.
|
|
10.9*
|
|
Form
of Share Purchase Agreement, between the Registrant and BTIG, LLC.
|
|
10.10*
|
|
Form
of Share Purchase Agreement, between the Registrant and EarlyBirdCapital, Inc.
|
|
23.1*
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|
Consent
of UHY LLP.
|
|
23.2*
|
|
Consent
of Maples and Calder (Cayman) LLP (included in Exhibit 5.1).
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|
23.3*
|
|
Consent
of Venable LLP (included on Exhibit 5.2).
|
|
24**
|
|
Power of Attorney (included on
signature page of this Registration Statement).
|
|
99.1*
|
|
Form
of Audit Committee Charter.
|
|
99.2*
|
|
Form
of Compensation Committee Charter.
|
|
99.3*
|
|
Form
of Nominating and Corporate Governance Committee Charter.
|
|
*
|
Filed
herewith.
|
|
**
|
Previously
filed.
|
(b) Financial Statements. See page F-1 for an
index to the financial statements and schedules included in the registration statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
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|
(a)
|
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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|
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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provided, however, that the undertakings set forth in paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
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(i)
|
If the registrant is relying on Rule 430B (§230.430B of this chapter):
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(A)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 effective date, 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 effective date.
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(ii)
|
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.
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(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary
offering of securities of the 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:
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|
(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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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
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Signatures
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 27th day of January, 2022.
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Counter
Press Acquisition Corporation
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By:
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/s/
Paul Conway
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Name:
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Paul
Conway
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Title:
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Chief
Executive Officer
|
Pursuant to the requirements of the Securities Act of 1933,
as amended, this amended Registration Statement has been signed below by the following persons in the capacities on January 27,
2022.
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Name
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Position
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/s/ Paul Conway
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|
Chief Executive Officer
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Paul Conway
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(Principal Executive Officer)
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/s/ Michael Kalt
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|
Chief Financial Officer
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Michael Kalt
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|
(Principal Financial and Accounting Officer)
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*
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Director
|
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Julie Uhrman
|
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*
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Director
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Randy Frankel
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*
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Director
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Andrew Friedman
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*
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|
Authorized Representative in the United States
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Puglisi & Associates
|
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*By:
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/s/
Michael Kalt
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Michael Kalt
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Attorney-in-Fact
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II-6
Exhibit 1.1
Underwriting
Agreement
between
COUNTER
PRESS ACQUISITION Corporation
and
BTIG,
LLC
and
EARLYBIRDCAPITAL,
INC.
Dated [ ],
2022
COUNTER
PRESS Acquisition Corporation
UNDERWRITING AGREEMENT
New York, New York
[ ], 2022
BTIG, LLC
65 East 55th Street
New York, New York 10022
EarlyBirdCapital, Inc.
366 Madison Avenue
New York, New York 10017
As Representatives of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned,
Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its
agreement with BTIG, LLC (“BTIG”) and EarlyBirdCapital, Inc. (“EBC” and, together with BTIG,
the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the
Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein
as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
1. Purchase and Sale of Securities.
1.1 Firm Securities.
1.1.1 Purchase
of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters
agree to purchase from the Company, severally and not jointly, an aggregate of 7,500,000 units (the “Firm Units”),
ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriters in Schedule A attached hereto,
at a purchase price of $9.80 per Firm Unit. The Firm Units 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 Class A ordinary share, of $0.0001 par value, of
the Company (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (each a “Warrant,”
and, collectively with each of the other redeemable warrants being sold hereunder, the “Warrants”). The Class
A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52nd day following the
date of the prospectus unless the Representatives determine to allow earlier separate trading. Notwithstanding the immediately
preceding sentence, in no event will the Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until
(i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report
on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit
Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company
receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the
Form 8-K, and (ii) the Company has filed with the Commission all reports required to be filed under the federal securities
laws and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase
one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing 30 days after the consummation by the Company
of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation
by the Company of its initial Business Combination, or earlier upon redemption or liquidation.
1.1.2 Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the 2nd Business
Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the
Representatives and the Company, at the offices of Ellenoff Grossman & Schole LLP, counsel to the Underwriters (“EG&S”),
or at such other place as shall be agreed upon by the Representatives and the Company. The hour and date of delivery and payment
for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date
by wire transfer in Federal (same day) funds, payable as follows: $76,125,000 of the proceeds received by the Company for the Firm
Units and the sale of Private Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust
Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the
Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the
“Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST&T”).
The funds deposited in the Trust Account shall include an aggregate of $2,625,000 ($0.35 per Firm Unit), payable to the Underwriters
as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and
actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon
delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) 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 full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver
any of the Firm Units except upon tender of payment by the Representatives for all the Firm Units. As used herein, the term “Public
Shareholders” means the holders of Class A Ordinary Shares sold as part of the Units in the Offering or acquired in the
aftermarket, including the Sponsor (defined below), any member of the Sponsor, or any officer or director of the Company, to the
extent he, she or it acquires such Class A Ordinary Shares in the aftermarket (and solely with respect to such Class A Ordinary
Shares). “Business Day” means any day other than a Saturday, a Sunday, or other day on which commercial banks
in the City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks
shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers)
of commercial banks in The City of New York are generally are open for use by customers on such day.
1.2 Over-Allotment Option.
1.2.1 Option
Units. The Underwriters are hereby granted an option (the “Over-allotment Option”) to purchase, ratably in
accordance with the number of Firm Units to be purchased by each of them, up to an additional 1,125,000 units (the “Option
Units”), the net proceeds of which, together with the proceeds of the Option Private Placement Units (as defined below),
will be deposited in the Trust Account, for the purposes of covering any over-allotments in connection with the distribution and
sale of the Firm Units. Such Option Units shall be identical in all respects to the Firm Units and shall be sold at the same purchase
price per Firm Unit to be paid by the Underwriters to the Company. The Firm Units and the Option Units are hereinafter collectively
referred to as the “Units,” and the Units, the Class A Ordinary Shares, the Warrants included in the Units and
the Class A Ordinary Shares issuable upon exercise of the Warrants are hereinafter referred to collectively as the “Public
Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously
are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and
to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the
Company. The purchase price to be paid for each Option Unit will be the same price per Firm Unit set forth in Section 1.1.1
hereof.
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 45 days after the effective date (“Effective
Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). 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 by the Representatives, which must be confirmed in accordance with
Section 10.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment
for the Option Units (the “Option Closing Date”), which will not be later than five full Business Days after
the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representatives,
at the offices of EG&S or at such other place (including remotely by facsimile or other electronic transmission) 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 Option Closing Date will be as set forth in the notice. 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. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day)
funds, payable as follows: $9.80 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery
to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Units
(or through the facilities of DTC) for the account of the Representatives. The amount of the payment for the Option Units to be
deposited in the Trust Account will include $0.35 per Option Unit (up to $393,750), payable to the Underwriters, as Deferred Underwriting
Commission, in accordance with Section 1.3 hereof. The certificates representing the Option Units to be delivered will be
in such denominations and registered in such names as the Representatives request in writing not less than two full Business Days
prior to the Closing Date or the Option Closing Date, as the case may be. The Company shall not be obligated to sell or deliver
the Option Units except upon tender of payment by the Underwriters for applicable Option Units.
1.3 Deferred Underwriting
Commission. The Representatives agree that 3.5% of the gross proceeds from the sale of the Firm Units ($2,625,000) and the
Option Units (up to $393,750) (collectively, the “Deferred Underwriting Commission”) will be deposited and held
in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives (on behalf of
the Underwriters) for their own account upon consummation of the Company’s initial Business Combination. In the event that the
Company is unable to consummate a Business Combination and CST&T, 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 Representatives
agree that: (i) the Representatives shall forfeit any rights or claims to the Deferred Underwriting Commission; 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 Placements.
1.4.1 Founder
Shares. In June 2021, Counter Press Sponsor LLC, a Cayman Islands limited liability company (formerly
Counter Press Sponsor Corporation) (the “Sponsor”) purchased 2,156,250 Class B ordinary shares, $0.0001 par value
per share, of the Company (the “Founder Shares”). No underwriting discounts, commissions, or placement fees have been
or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder
Shares may be sold, assigned or transferred by the Sponsor until the six months following the consummation of the Business Combination;
or the date on which the Company consummates a transaction which results in all of the Company’s shareholders having the right to
exchange their ordinary shares for cash, securities, or other property. The holders of Founder Shares shall have no right to any liquidating
distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a
Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event
that the Over-allotment Option is not exercised in full, the Sponsor and certain holders of the Founder Shares will be required to forfeit
such number of Founder Shares (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued
and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
1.4.2 Private
Placement of Units. Simultaneously with the Closing Date, the Sponsor, BTIG and EBC (collectively, the “PPU
Investors”) will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof),
an aggregate 432,500 private placement units (400,000 private placement units by the Sponsor and 32,500 private placement units in the
aggregate by BTIG and EBC), each exercisable to purchase one share of Class A Ordinary Shares at $11.50 per share, at a purchase
price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration
under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with
the Option Closing Date (if any), the PPU Investors will purchase from the Company pursuant to the Purchase Agreements, up to an additional
39,375 Private Placement Units, 36,416 of which will be purchased by the Sponsor and 2,959 of which in the aggregate will be purchased
by BTIG and EBC (if the Over-allotment Option is exercised in full) at a purchase price of $10.00 per Private Placement Unit in a private
placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private
Placement Units”). The private placement of the Private Placement Units is referred to herein as the “Unit Private
Placement.” None of the Private Placement Units nor the underlying Class A Ordinary Shares (“Private Placement Shares”)
and Warrants (“Private Placement Warrants”) may be sold, assigned or transferred by the PPU Investors or their permitted
transferees until 30 days after consummation of a Business Combination. $2,625,000 of the proceeds from the sale of the Private Placement
Units and all of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account.
1.4.3 Prior to the consummation
of the Offering, the Company issued an aggregate of 38,750 Class A Ordinary Shares to BTIG and EBC (the “Underwriter Shares”).
The Underwriter Shares are not subject to forfeiture if the Over-allotment Option is not exercised.
1.4.4 The Private
Placement Units, Class A Ordinary Shares and Warrants included within the Private Placement Units and Class A Ordinary Shares issuable
upon exercise of the Private Placement Units are hereinafter referred to collectively as the “Placement Securities.”
No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities.
The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”
BTIG and EBC have agreed that they each shall have the right to exercise the Private Placement Warrants until, and shall forfeit
to the Company for cancellation any Private Placement Warrants held by it, on the date that is five years after the Effective Date.
1.5 Working Capital.
Upon consummation of the Offering, it is intended that approximately $750,000 of the Offering proceeds and Unit Private Placement
will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.
1.6 Interest Income.
Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on the Trust Account
may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred
by the Company and up to $100,000 for liquidation expenses, all as more fully described in the Prospectus (as defined below).
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 Commission a registration statement and an amendment or amendments thereto, on Form S-1
(File No. 333-261788), including any related preliminary prospectus (“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 Units under the Act, which registration statement and amendment or amendments have been prepared by
the Company in conformity 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. 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 by the Company 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 4:00
p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus,
which was included in the Registration Statement filed on [ ], 2022, as thereafter amended and supplemented from time to time,
for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale
Preliminary Prospectus”). 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 Act registering additional 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 the Rule 462(b) Registration Statement, which became effective upon
filing, no other document with respect to the Registration Statement has been filed with the Commission. All of the Public Securities
have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement
is filed, will be duly registered for public sale under the 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 determine that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement
of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading and the Company and the Representatives agree to provide an opportunity to purchasers
of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary 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 (File No. 001-[ ]) providing for the registration
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Class A Ordinary
Shares and the Warrants. The registration of the Units, Class A Ordinary Shares and Warrants under the Exchange Act is effective
on the date hereof and the Units, the Class A Ordinary Shares and the Warrants have been registered pursuant to Section 12(b) of
the Exchange Act.
2.1.3 No Stop
Orders, Etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state, or other
regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration
Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus, or Prospectus or any part thereof, or has instituted or,
to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
2.2 Disclosures in Registration Statement.
10b-5 Representation.
At the time of effectiveness of the Registration Statement (and at the time any post-effective amendment to the Registration Statement)
and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the
Sale Preliminary Prospectus and the Prospectus do and 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. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto,
as of their respective dates, will not 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, not misleading. The Prospectus, as of its date and the Closing
Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective
dates, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus,
as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed
with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment
thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with
the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto
complied or will have been corrected in the Sale Preliminary Prospectus and 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 the light
of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2
does not apply to statements made or statements omitted in reliance upon and in conformity with Underwriters’ Information (as defined
below) furnished to the Company by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus
or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided
by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect
to dealers’ concessions and reallowances contained in the paragraph immediately following the subsection heading entitled “Underwriting
Discount” of the section entitled “Underwriting,” the information with respect to stabilizing transactions contained
in the six paragraphs immediately following the subsection heading “Price Stabilization, Short Positions” of the section
entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal
Matters” (such information, collectively, the “Underwriters’ Information”).
2.2.1 Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other
documents required to be described in the Registration Statement, the Sale 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, Sale Preliminary Prospectus or the Prospectus
or attached as an exhibit thereto, or (ii) is material to the Company’s business, has been duly authorized and validly executed
by the Company, is in full force and effect and is enforceable against the Company and, to the Company’s knowledge, assuming reasonable
inquiry, 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 foreign, 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 no such agreement or instrument has been assigned by the
Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry, any other party is in breach or
default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, 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, assuming reasonable
inquiry, the performance by the Company of the material provisions of such agreements or instruments will not result in a 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.
2.2.2 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.
2.2.3 Regulations.
The disclosures in the Registration Statement, the Sale Preliminary Prospectus, and Prospectus concerning the effects of federal,
foreign, state, and local regulation on the Company’s business as currently contemplated are correct in all material respects and
do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they
were made, not misleading.
2.3 Changes After Dates in Registration
Statement.
2.3.1 No Material
Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus, except as otherwise specifically stated therein, (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 (the “Board of Directors”) or management has resigned from any position with the Company, other than a change
in the title of such officer, 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 Board of Directors or management to act in their capacities
with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.3.2 Recent
Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Sale Preliminary Prospectus 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 share capital.
2.4 Independent
Accountants. To the Company’s knowledge, assuming reasonable inquiry, UHY LLP (“UHY”), whose report is filed
with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus,
is an independent registered public accountant firm as required by the Act, the Regulations and the Public Company Accounting Oversight
Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s knowledge,
assuming reasonable inquiry, UHY is currently registered with the PCAOB. UHY has not, during the periods covered by the financial
statements included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the Company
any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.5 Financial Statements; Statistical
Data.
2.5.1 Financial
Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations
and the cash flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared
in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout
the periods involved; and the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and
the Prospectus present fairly the information required to be stated therein in conformity with the Regulations. No other financial
statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the
Sale Preliminary Prospectus or the Prospectus. The Registration Statement, the Sale 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. There are no pro forma or as adjusted financial statements that are required
to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance with Regulation
S-X that have not been included as required.
2.5.2 Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary
Prospectus, and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are
reliable and accurate, and such data materially agree with the sources from which they are derived.
2.6 Authorized
Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary
Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the
Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration
Statement, the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing
Date, as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing
Date, as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but
unissued Class A Ordinary Shares or any security convertible into Class A Ordinary Shares, or any contracts or commitments to issue
or sell Class A Ordinary Shares or any such options, warrants, rights or convertible securities.
2.7 Valid Issuance of Securities.
2.7.1 Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
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 was
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 authorized and outstanding securities of the Company conform in all material respects to all statements relating
thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any
transfers of the outstanding securities of the Company 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 securities,
exempt from such registration requirements.
2.7.2 Securities
Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid
for in accordance with this Agreement and registered in the Company’s register of members, 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 action required to be taken for the authorization, issuance and sale of the Securities
has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of
the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions
thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid
for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities
of the Company called for thereby in accordance with the terms thereof and such 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 foreign, 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 Class A Ordinary Shares issuable upon exercise of the Warrants have been reserved for issuance
upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms
thereof such Class A Ordinary Shares 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.
2.7.3 Placement Securities.
2.7.3.1 The Private
Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company
called for thereby in accordance with the terms thereof, and will be 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 Class A Ordinary Shares issuable upon exercise of the Private Placement Units have been reserved for issuance and,
when issued in accordance with the terms of the Private Placement Units and registered in the Company’s register of members, will
be duly and validly authorized, validly issued and upon payment therefor, 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.
2.7.3.2 The Private
Placement Warrants constitute valid and binding obligations of the Company to issue the number and type of securities of the Company
called for thereby in accordance with the terms thereof, and will be 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.
2.7.3.3 The Private
Placement Shares have been reserved for issuance and, when issued in accordance with the terms of the Private Placement Units,
will be duly and validly authorized, validly issued and upon payment therefor, 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.
2.7.3.4 The Private
Placement Shares have been reserved for issuance and, when issued in accordance with the terms of the Private Placement Warrants
and the Warrant Agreement, such Placement Shares will be duly and validly authorized, validly issued and upon payment therefor,
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.
2.7.4 No Integration.
Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities (other than
the Public Securities) which are required to be or may be “integrated” pursuant to the Act or the Regulations with the
Offering.
2.8 Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the
Company have the right to require the Company to register any such securities of the Company under the Act or to include any such
securities in a registration statement to be filed by the Company.
2.9 Validity and
Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement,
the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4)
and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized
by the Company and, when executed and delivered, will constitute the 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 foreign, 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.
2.10 No Conflicts,
Etc. The execution, delivery, and performance by the Company of the Transaction Documents, 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 breach or violation of, or
conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination
or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement,
obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except
pursuant to the Trust Agreement (ii) result in any violation of the provisions of the amended and restated memorandum and
articles of association of the Company (collectively, the “Charter Documents”); or (iii) violate any existing
applicable statute, 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, assets or business constituted as of the date hereof; except in
the case of clauses (i) and (iii) above for any such conflict, breach or violation that would not, individually or in the aggregate,
be reasonably expected to have a Material Adverse Effect.
2.11 No Defaults;
Violations. No default or violation exists in the due performance and observance of any term, covenant or condition of any
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 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, except for any such default or violation that
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below). The Company
is not in violation of any term or provision of its Charter Documents or in violation of any franchise, 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 any such that would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.
2.12 Corporate Power; Licenses; Consents.
2.12.1 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 purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus, except where the failure thereto would not reasonably be expected to have a Material Adverse Effect. The disclosures
in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state
and local regulation on this 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,
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 this Offering.
2.12.2 Transactions
Contemplated Herein. The Company has all requisite corporate power and authority to enter into the Transaction Documents and
to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required
in connection herewith and therewith have been obtained. No consent, authorization, or order of, and no filing with, any court,
government agency or other body, foreign or domestic, is required for the valid issuance, sale, and delivery, of the Securities
and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, except as contemplated by the Transaction Documents and with respect
to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory
Authority, Inc. (“FINRA”).
2.13 D&O Questionnaires.
To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (i) (“Questionnaires”)
completed by each of the Company’s officers, directors and shareholders holding greater than 5% of any class of the Company’s equity
securities (“Insiders”) and provided to the Representatives and their counsel and (ii) the biographies of the
Insiders and any other persons contained in the Registration Statement, Sale Preliminary Prospectus and the Prospectus (to the
extent a biography is contained) (“Biographies”) is true and correct in all material respects and the Company has not
become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider or
in the Biographies to become inaccurate, incorrect or incomplete in any material respect.
2.14 Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or,
to the Company’s knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that would be reasonably
expected to have a Material Adverse Effect, that has not been disclosed, and that is required to be disclosed, in the Registration
Statement, the Sale Preliminary Prospectus or the Prospectus.
2.15 Good Standing.
The Company has been duly organized and is validly existing as an exempted company and is in good standing with the Registrar of
Companies in the Cayman Islands under the laws of the Cayman Islands. The Company 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 condition (financial or
otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions
in the ordinary course of business (a “Material Adverse Effect”).
2.16 No Contemplation
of a Business Combination. As of the date of this Agreement, the Company has not selected any specific Business Combination
target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions,
directly or indirectly, with any Business Combination target.
2.17 Transactions Requiring Disclosure
to FINRA.
2.17.1 Finder’s
Fees. Except as described in the Registration Statement, the Sale Preliminary Prospectus 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 any Insider 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, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation,
as defined by FINRA.
2.17.2 Payments
Within 180 Days. 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) any “participating member, as defined in FINRA
Rule 5110, with respect to the Offering (“Participating Member”), within the 180-day period prior to the initial
filing of the Registration Statement, other than the prior payments to the Representatives in connection with the Offering. The
Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to any Participating Member
within the 180-day period prior to the initial filing date of the Registration Statement. No person to whom securities of the Company
have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has, to the
Company’s knowledge (assuming reasonable inquiry), any relationship or affiliation or association with any Participating Member.
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 with the Commission, which arrangement or agreement provides for the receipt
of any “underwriting compensation” as defined in FINRA Rule 5110.
2.17.3 FINRA
Affiliation. No officer or director or any Insiders) of any class of the Company’s unregistered securities (whether debt or
equity, registered or unregistered, regardless of the time acquired or the source from which derived), or any affiliate of the
Company, has any direct or indirect affiliation or association with any Participating Member (as determined in accordance with
the rules and regulations of FINRA). The Company will advise the Representatives and EG&S if it learns that any officer or
director or any direct or indirect beneficial owner or affiliate of the Company (including any Insider) is or becomes an affiliate
or associated person of a Participating Member.
2.17.4 Share
Ownership. Except as disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge, assuming
reasonable inquiry, no officer or director or any direct or indirect beneficial owner (including any Insider) of any class of the
Company’s unregistered securities, or any affiliate of the Company, is an owner of shares or other securities of any Participating
Member (other than securities purchased on the open market).
2.17.5 Loans.
To the Company’s knowledge, assuming reasonable inquiry, no officer or director or any direct or indirect beneficial owner (including
any Insider) of any class of the Company’s unregistered securities, or any affiliate of the Company, has made a subordinated loan
to any Participating Member.
2.17.6 Proceeds
of the Offering. Except as described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, no proceeds
from the sale of the Public Securities (excluding underwriting compensation), the Private Placement Units or Option Private Placement
Units, if any, will be paid to any Participating Member, except as specifically authorized herein.
2.17.7 Conflicts
of Interest. To the Company’s knowledge, assuming reasonable inquiry, no Participating Member has a conflict of interest with
the Company. For this purpose, a “conflict of interest” exists when a Participating Member and/or 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.
2.18 Taxes.
2.18.1 There are
no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision
of the United States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale
by the Company of the Public Securities.
2.18.2 The Company
has filed all U.S. federal, state and local tax returns required to be filed with taxing authorities prior to the date hereof in
a timely manner or has duly obtained extensions of time for the filing thereof (except in any case in which the failure so to file
would not reasonably be expected to have a Material Adverse Effect). The Company has paid all taxes shown as due on such returns
that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent
that any of the foregoing is due and payable, except as would not be reasonably expected to have a Material Adverse Effect. The
Company has made appropriate provisions in the applicable financial statements referred to in Section 2.5.1 above in respect
of all federal, state, local and foreign income taxes for all current or prior periods as to which the tax liability of the Company
has not been finally determined.
2.19 Foreign Corrupt Practices Act;
Anti-Money Laundering; Patriot Act.
2.19.1 Foreign
Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders
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 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, or (iii) if not continued in the future, might adversely affect
the assets, business or operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls
and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of
1977, as amended.
2.19.2 Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance
with (i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the
Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering
statutes, rules, regulations or guidelines, issued, administered or enforced by any Federal governmental agency (collectively,
the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the Company’s
knowledge, assuming reasonable inquiry, threatened.
2.19.3 Patriot
Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy
Act of 1970, as amended, or 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.
2.20 Officer’s
Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered
to the Representatives or to EG&S shall be deemed a representation and warranty by the Company to the Underwriters as to the
matters covered thereby.
2.21 Agreements With Insiders.
2.21.1 Insider
Letter. On the date of this Agreement, the Company will cause to be duly executed and delivered to the Underwriters a legally
binding and enforceable agreement (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 noncompete
provision may be limited under foreign, 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), a form of which is annexed as an exhibit to the Registration Statement (the
“Insider Letter”), pursuant to which each of the Insiders of the Company agrees to certain matters. The Insider
Letter shall not be amended, modified or otherwise changed in any material respect without the prior written consent of the Representatives.
2.21.2 Purchase
Agreements. On the date of this Agreement, each PPU Investor has executed and delivered to the Underwriters a Private Placement
Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (each, a “Purchase Agreement”
and collectively, the “Purchase Agreements”), pursuant to which each PPU Investor will, among other things, on
the Closing Date, consummate the purchase of and deliver the purchase price for such PPU Investor’s Private Placement Units. Pursuant
to each Purchase Agreement, (i) each PPU Investor has waived any and all rights and claims they may have to any proceeds,
and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and (ii) $2,625,000 of the proceeds
from the sale of the Private Placement Units and all of the proceeds from the sale of the Option Private Placement Units, if any,
will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and
Option Closing Date (if any) as provided for in each Purchase Agreement.
2.21.3 Administrative
Services. On the date of this Agreement, the Company and an affiliate of the Sponsor will enter into an agreement (the “Services
Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, pursuant to which such affiliate
will make available to the Company general and administrative services including office space, secretarial and administrative services
for the Company’s use for $10,000 per month payable until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Trust Account, on the terms and subject to the conditions set forth in the Services Agreement.
2.21.4 Registration
Rights Agreement. On the date of this Agreement, the Company, the Sponsor and the Company’s officers and directors will enter
into and deliver to the Underwriters a Registration Rights Agreement (the “Registration Rights Agreement”) substantially
in the form annexed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain registration
and shareholder rights with respect to the securities they hold or may hold, as set forth in such Registration Rights Agreement
and described more fully in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.21.5 Loans.
The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $150,000 (the “Insider Loans”)
pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans
do not bear any interest and are repayable by the Company on the earlier of February 28, 2022 or the consummation of the Offering.
2.22 Investment
Management Trust Agreement. On the date of this Agreement, the Company has entered into and delivered to the Underwriters the
Trust Agreement with respect to certain proceeds of the Offering and the Unit Private Placement substantially in the form annexed
as an exhibit to the Registration Statement.
2.23 Warrant Agreement.
On the date of this Agreement, the Company has entered into and delivered to the Underwriters a warrant agreement with respect
to the Warrants underlying the Units and Private Placement Warrants and certain other warrants that may be issued by the Company
with CST&T substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”).
2.24 No Existing
Non-Competition Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer
or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as
disclosed in the Registration Statement.
2.25 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) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.
2.26 Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register
as an “investment company” under the Investment Company Act.
2.27 Subsidiaries.
The Company does not own an interest in any other 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 the Company, on the one hand, and any Insider, on
the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus which is not so 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 Sale Preliminary Prospectus and 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: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s
level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information
about the Company or any such affiliate.
2.30 Sarbanes-Oxley.
The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as
amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental
or self-regulatory entity or agency, that are applicable to it as of the date hereof or thereof.
2.31 Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing
Date and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the
Units other than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and/or amended.
2.32 Listing on
Nasdaq. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory
distribution, on the Nasdaq Global Market (“Nasdaq”), and the Company knows of no reason or set of facts that
is likely to adversely affect such authorization.
2.33 Board of Directors.
As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”
or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.”
As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will
comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq that are, in each case,
applicable to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements
under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq.
2.34 Emerging Growth
Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,” as
defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.35 No Disqualification
Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or
other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person”) is
subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable
care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent
applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Representatives a copy of any disclosures
provided thereunder.
2.36 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. “Testing-the-Waters Communication” means any oral or written communication with potential
investors undertaken in reliance on Section 5(d) of the Act.
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, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the
Company shall not file any such amendment or supplement to which the Representatives 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 its best 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 Securities in accordance
with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to
the 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 Representatives, 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to 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 or supplement in accordance with Section 10
of the Act.
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. The Company will use its best efforts to maintain the registration of the Class A Ordinary Shares (or any
successor security for which Class A Ordinary Shares are exchangeable in connection with a Business Combination) and the Warrants
under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of five years from
the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier, or, in the case of the Warrants,
until the Warrants expire and are no longer exercisable or have been exercised or redeemed in full. The Company will not deregister
the Public Securities under the Exchange Act without the prior written consent of the Representatives prior to the Business Combination.
3.2.4 Exchange
Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and
dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System
(“EDGAR”) such statements and reports as are required to be filed by it under Section 12(b) of the Exchange Act.
3.2.5 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 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.
3.3 Free-Writing
Prospectus. The Company agrees that it will not make 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, without the prior consent of the Representatives.
3.4 Delivery to
Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and 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 the Prospectus as the Underwriters may reasonably request.
3.5 Effectiveness
and Events Requiring Notice to the Representatives. The Company will use its best efforts to cause the Registration Statement
to remain effective and will notify the Representatives as promptly as reasonably possible 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 foreign or 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 that, in the reasonable judgment of the Company, makes any statement of a material fact made
in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement
or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not misleading.
If the Commission or any foreign or 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.
3.6 Affiliated Transactions.
3.6.1 Business
Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless
(i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly
renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a
majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
3.6.2 Compensation
to Insiders. Except as disclosed in the Prospectus or any other filing with the Commission, the Company shall not pay any of
the Insiders 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 consummation of a Business Combination.
3.7 Reports to
the Representatives. For a period from the Effective Date until such time when the Company either completes its Business Combination
or is required to be liquidated, the Company will furnish to the Representatives and its 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 files with the Commission, (ii) a
copy of every press release and every news item and article with respect to the Company or its affairs that was released by the
Company, (iii) a copy of each current Report on Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the
Company, (iv) two copies of each registration statement filed by the Company with the Commission under the Act, 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 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 EDGAR system
shall be deemed to have been delivered to the Representatives pursuant to this Section.
3.8 Transfer Agent.
For a period from the Effective Date until such time when the Company either completes its business combination or is required
to be liquidated, the Company shall retain a transfer agent and warrant agent acceptable to the Representatives. CST&T is acceptable
to the Representatives.
3.9 Payment of
Expenses. 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 Closing Date, all Company 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 preparation, printing,
filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the
Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the
printing and mailing of 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) fees incurred
in connection with conducting background checks of the Company’s management team, not to exceed a maximum of $[ ] per person (in
the case investigations and background checks in U.S. jurisdictions) and $[ ] per person (in the case of investigations and background
checks in non-U.S. jurisdictions), (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Class A Ordinary
Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred
in registering the Offering with FINRA and the reasonable fees of counsel not to exceed $15,000 in connection therewith, (vi) fees,
costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Underwriters
together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) reasonable expenses of
the Company and the Underwriters associated with “road show” meetings arranged by the Representatives and any presentations
made available by way of a net roadshow, including without limitation trips for the Company’s management to meet with prospective
investors, and all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and
(ix) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder
which are not otherwise specifically provided for in this Section 3.9. If the Offering is consummated, the Representatives
may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which
shall be mutually agreed upon between the Company and the Representatives prior to Closing) to be paid by the Company to the Representatives.
If the Offering is not consummated for any reason (other than a breach by the Representatives of any of its obligations hereunder),
then the Company shall reimburse the Representatives in full for its out-of-pocket accountable expenses actually incurred through
such date, up to an aggregate of $50,000. It is understood, however, that, except as provided in this Section 3.9 and in Sections
5 and 9.3 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel.
3.10 Application
of Net Proceeds. The Company will apply the net proceeds from the Offering and Unit Private Placement received by it in a manner
materially consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.11 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 last day of the fifteenth 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 consecutive
months beginning after the Effective Date. Any financial statements filed or furnished on the Commission’s EDGAR website will be
considered to be generally available to security holders for purposes of this Section 3.11.
3.12 Notice to FINRA.
3.12.1 Notice
to the Representatives. For a period of 60 days after the date of the Prospectus, in the event any person or entity (regardless
of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to
provide any other services in connection therewith, the Company will provide the following to 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
Participating Member with respect to the Offering. The Company also agrees that, if required by law, proper disclosure of such
arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file
with the Commission in connection with the Business Combination.
3.12.2 FINRA.
The Company shall advise the Representatives if it is aware that any 10% or greater shareholder of the Company becomes a Participating
Member.
3.12.3 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.
3.13 Stabilization.
Neither the Company, nor to its knowledge, assuming reasonable inquiry, 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 Units.
3.14 Intentionally Omitted.
3.15 Payment of
Deferred Underwriting Commission on Business Combination. Upon the consummation of the Company’s initial Business Combination,
the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to
the Representatives, in accordance with Section 1.3. The Representatives shall have no claim to payment of any interest
earned on the portion of the proceeds held in the Trust Account representing the Deferred Underwriting Commission.
3.16 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 GAAP and to maintain accountability for assets, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.17 Accountants.
Until the earlier of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain UHY or another nationally recognized independent registered public accounting firm.
3.18 Form 8-K.
The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance
sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company
of the proceeds of the Offering and the Unit Private Placement. Within four Business Days after the Closing Date, the Company
shall file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements.
Promptly after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company shall file
with the Commission a Current Report on Form 8-K or an amendment to the Form 8-K to provide updated financial information to reflect
the exercise of such option.
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 to EG&S.
3.20 Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided
for 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
shall be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.21 Amendments
to Charter Documents. The Company covenants and agrees, that prior to its initial Business Combination it will not seek to
amend or modify its Charter Documents, except as in compliance with the provisions set forth therein.
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 25 days after the Closing Date. Notwithstanding the foregoing,
in no event shall the Company be prohibited from issuing any press releases required by law, except that including the name of
any Underwriter therein shall require the prior written consent of such Underwriter.
3.23 Insurance.
The Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company, its
directors and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities
or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws) until the consummation
of the initial business combination.
3.24 Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but
in no event later than two Business Days from the Effective Date of this Agreement, 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, such as PDF, satisfactory to the Representatives, that may be transmitted electronically by the Underwriters
to offerees and purchasers of the Units for at least the period during which a prospectus relating to the Units is required to
be delivered under the Act; (ii) it shall disclose the same information as the prospectus filed pursuant to EDGAR; and (iii) it
shall be 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).
3.25 Private Placement
Proceeds. On or prior to the Closing Date and each Option Closing Date, if any, the Company shall have caused the applicable
proceeds from the Unit Private Placement and the Option Private Placement Units, if any, to be deposited into the Trust Account
in accordance with the Purchase Agreements.
3.26 Future Financings.
The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity
or debt financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive,
in writing, any rights in or claims against the Trust Account with respect to such financing.
3.27 Amendments
to Agreements. Prior to the consummation of the Business Combination, the Company shall not amend, modify or otherwise change
the Warrant Agreement, Trust Agreement, Registration Rights Agreement, Purchase Agreements, Services Agreement or any Insider Letter
without the prior written consent of the Representatives, which will not be unreasonably withheld.
3.28 Maintenance
of Nasdaq Listing. Until the consummation of a Business Combination, the Company will use its best efforts to maintain the
listing of the Public Securities on Nasdaq or another national securities exchange acceptable to the Representatives.
3.29 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 Private Placement Warrants outstanding from time to time.
3.30 Notice of
Disqualification Events. The Company will notify the Representatives in writing, prior to the Closing Date, of (i) any
Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become
a Disqualification Event relating to any Company Covered Person.
3.31 Disqualification
of S-1. Until the earlier of seven years from the date hereof or until the Warrants have either expired and are no longer exercisable
or have all been exercised, the Company will not take any action or actions that prevent or disqualify the Company’s use of Form
S-1 (or other appropriate form) for the registration of the Class A Ordinary Shares issuable upon exercise of the Warrants under
the Act.
4. Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall
be subject to the continuing accuracy in all material respects 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 in all material respects 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 4:00 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.
4.1.2 FINRA Clearance.
By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the terms and arrangements
and the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3 No Commission
Stop Order. At the Closing Date, the Commission shall not have issued any order or threatened to issue any order preventing
or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and shall not have instituted or, to the
Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
4.1.4 Listing
on Nasdaq. The Securities shall have been approved for listing on Nasdaq, subject to official notice of issuance and evidence
of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representatives.
4.2 Company Counsel Matters.
4.2.1 Closing
Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representatives
shall have received (i) the opinion and negative assurance statement of Venable LLP (“Venable”), dated the Closing
Date or the Option Closing Date, as the case may be, addressed to the Representatives as representatives for the several Underwriters
and in form and substance reasonably satisfactory to the Representatives and EG&S. and (ii) the favorable opinion and negative
assurance letter of EG&S, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representatives
as representatives for the several Underwriters and in form and substance reasonably satisfactory to the Representatives. In rendering
such opinion and negative assurance, Venable and EG&S may rely on the matters specified in Section 4.2.2 hereof.
4.2.2 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 Representatives 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 Comfort Letter.
At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representatives shall have
received a letter or letters, addressed to the Representatives as representatives for the several Underwriters and in form and
substance reasonably satisfactory in all respects to the Representatives from UHY dated, respectively, as of the date of this Agreement
and as of the Closing Date and Option Closing Date, if any.
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 and the Chief Financial Officer of the Company (in their capacities as such),
dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed
in all material respects 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 (in their capacities
as such) 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 of the Company (or any person fulfilling an equivalent role), dated the Closing Date or
the Option Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and complete, have not
been modified and are in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to
the public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) as to the
accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy
and completeness of all correspondence between the Company or its counsel and the Nasdaq 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 involving a prospective 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 the Prospectus, (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against
the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency
wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition
or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall
have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable
inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale 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 Sale 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 light of the circumstances under which they were made, not misleading.
4.6 Delivery of
Agreements. On the Effective Date, the Company shall have delivered to the Representatives executed copies of the Transaction
Documents and all of the Insider Letters.
5. Indemnification.
5.1 Indemnification
of the Underwriters. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the
Underwriters and their affiliates, and each dealer selected by the Underwriters that participates in the offer and sale of the
Securities (each a “Selected Dealer”) and each of their respective directors, officers, agents, partners, members
and employees and each person, if any, who controls within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act (“Controlling Person”) any Underwriter, against any and all loss, liability, claim, damage and expense whatsoever
as incurred to which they or any of them may become subject under the Act, the Exchange Act or any other statute or at common law
or otherwise or under the laws of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus including the Sale Preliminary
Prospectus or the Prospectus (as from time to time each may be amended and supplemented, including, but not limited to any information
deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C); (ii) any materials or information provided to
investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities, including
any “road show” or investor presentations made to investors by the Company (whether in person or electronically);
(iii) any application or other document or written 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
Public Securities under the securities laws thereof or filed with the Commission, any foreign or state securities commission or
agency, the New York Stock Exchange (the “NYSE”), Nasdaq, the Nasdaq Capital Market, the Nasdaq Global Select
Market, any other securities exchange or the Over-the-Counter Bulletin Board ( the “OTCBB”); or (iv) any
post-effective amendments to the Registration Statement or Prospectus or new Registration Statement or Prospectus filed by the
Company with the Commission, any state securities commission or agency, OTCBB or any securities exchange; or (v) the omission
or alleged omission from the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus or the
Prospectus or subsequent filing by the Company under clause (iv) 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, and to reimburse
each Underwriter, its affiliates, each Selected Dealer and each of their respective directors, officers, partners, agents, members
and employees and each Controlling Person, if any, for any and all reasonable expenses (including the reasonable fees and disbursements
of counsel chosen by the Underwriters) as such expenses are incurred by each Underwriter, its affiliates, such Selected Dealer
or each of their respective directors, officers, partners, agents, members and employees or any such Controlling Person in connection
with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action, whether
or not any such person is a party to any such claim or action and including any and all reasonable legal and other expenses incurred
in giving testimony or furnishing documents in response to a subpoena or otherwise; provided however, that the foregoing agreement
shall not apply to any loss, claim, damage, liability or expenses to the extent, but only to the extent, arising out of or based
upon (x) any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity
with the Underwriters’ Information provided expressly for use in the Registration Statement, any Preliminary Prospectus including
the Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereof, or in any application, as the case may
be, or the jurisdictions listed in the section entitled “Underwriting” in the Registration Statement, any Preliminary
Prospectus including the Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereof, as the case may
be; (y) the use of the Sale Preliminary Prospectus or Prospectus in violation of any stop order or other notice received by the
Underwriters indicating the then current Prospectus is not to be used in connection with the sale of any Securities or (z) any
Underwriter otherwise failing in its prospectus delivery obligations. The Company agrees promptly to 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 Registration Statement, the Sale Preliminary
Prospectus or the Prospectus. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liabilities that
the Company may otherwise have.
5.2 Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
its officers who signed the Registration Statement and each Controlling Person of the Company, if any, and their affiliates, against
any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the Underwriter,
as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration
Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement
thereto, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to, any Underwriter
by or on behalf of any Underwriter expressly for use in, the Registration Statement, any Preliminary Prospectus including the Sale
Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, and to reimburse the Company or any such director,
officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating,
defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that
the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall
be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it pursuant to this
Agreement. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly
for use in the Registration Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or
any amendment or supplement thereto, shall consist solely of the Underwriters’ Information. The indemnity agreement set forth in
this Section 5.2 shall be in addition to any liabilities that the Underwriters may otherwise have.
5.3 Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 5 of notice
of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying
party under this Section 5, notify the indemnifying party in writing of the commencement thereof, but the failure to so
notify the indemnifying party (i) will not relieve it from liability under Sections 5.1 or 5.2 above unless
and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to
any indemnified party other than the indemnification obligation provided in Sections 5.1 or 5.2 above. In case any
such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying
party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other
indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party; provided,
however, (a) if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified
party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified
party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the indemnifying party, or (b) the indemnifying party agrees
to such separate representation, then, in each case, the indemnified party or parties shall have the right to select separate counsel
to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so
to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable
to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance
with the provision to the preceding sentence reasonably approved by the indemnifying party (or by the Underwriters in the case
of Section 5.2), representing the indemnified parties who are parties to such action), (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, or (iii) the indemnifying party is not defending such action in good faith, in each
of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than
one counsel (as well as one local counsel for each applicable jurisdiction) for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect to such claim.
5.4 Settlements.
The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its
written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there
is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim,
damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel
as contemplated by Section 5.3 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding
in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by
such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such
indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does
not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
5.5 Contribution.
5.5.1 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 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, each Underwriter shall contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by the Company and each Underwriter, as incurred, in such proportion
as is represented by the percentage of the underwriting discount appearing on the cover page of the Prospectus as compared to the
offering price per Unit and the Company shall be responsible for the balance; provided, that, no person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) with respect to any action or claim shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation with respect to such action or claim. If the
allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters shall
contribute in such proportion as is appropriate to reflect the relative fault of the Company and the Underwriters 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 the Company and the Underwriters 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 furnished by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this Section 5.5.1,
no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received by such Underwriter
in connection with the Securities underwritten by it and distributed to the public pursuant to this Agreement. For purposes of
this Section, each director, officer, agent, partner, member 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 such Underwriter or the Company, as applicable.
5.5.2 Contribution
Procedure. Within fifteen days after receipt by any party to this Agreement (or its representatives) 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 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 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 5.5 are several and not joint.
6. Default by an Underwriter.
6.1 Default Not
Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm
Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the
number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm 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. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm
Units, the Representatives may, in its discretion, arrange for it or for another party or parties to purchase such Firm Units to
which such default relates on the terms contained herein. If within one Business Day after such default relating to more than
10% of the Firm Units the Representatives do not arrange for the purchase of such Firm Units, then the Company shall be entitled
to a further period of one Business Day within which to procure another party or parties satisfactory to the Representatives
to purchase said Firm Units on such terms. In the event that neither the Representatives nor the Company arrange for the purchase
of the Firm Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the
Representatives or the Company without liability on the part of the Company (except as provided in Sections 3.10, 5,
and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided 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 that the Firm 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 for a reasonable period, but not in any event exceeding five Business Days, in order to effect whatever changes
may thereby be made necessary in the Registration Statement 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 and/or
the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Company or 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 consummation of a Business Combination, it shall not issue any
Class A Ordinary Shares or any options or other securities convertible into Class A Ordinary Shares, or any preferred shares or
other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Class A
Ordinary Shares on a Business Combination.
7.2 Trust Account
Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due
diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business
and/or vendor acknowledge 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 (a) it has read the
Prospectus and understands that the Company has established the Trust Account, initially in an amount of $76,125,000 (without giving
effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion
of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to
the Public Shareholders in the event they elect to redeem Class A Ordinary Shares contained in the Public Securities in connection
with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business
Combination within the time period set forth in the Charter Documents and the Prospectus, or (iii) to the Company after or
concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing
to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the
services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest
or claim of any kind in or to any monies in 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 foregoing letters shall substantially be in the form attached hereto as
Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval
of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.
7.3 Insider Letters.
The Company shall not take any action or omit to take any action which would cause a breach of any Insider Letter and will not
allow any amendments to, or waivers of, any such Insider Letter without the prior written consent of the Representatives.
7.4 Joint Written
Instruction. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by
both the Company and the Representatives with respect to the transfer of the funds held in the Trust Account from the Trust Account,
prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination,
and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representatives.
7.4 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.
7.5 Tender Offer
Documents, Proxy Materials and Other Information. The Company shall provide to the Representatives or their counsel (if so
instructed by the Representatives) with a copy 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. Documents filed
with the Commission pursuant to its EDGAR system shall be deemed to have been provided to the Representatives pursuant to this
Section. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information
as may be requested by such state.
7.6 Emerging Growth
Company. The Company shall 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 Securities within the meaning of the Act.
7.7 Target Net
Assets. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of
the assets held in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target
Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined
by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and
potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine
that the target business meets such fair market value requirement, the Company 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.
The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently
determines that the Target Business does have sufficient fair market value.
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 as of 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 the Underwriters, the Company or any Controlling Person, and shall survive termination of this Agreement
or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable
statute of limitations and the 7th 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.
9.2 Termination.
The Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date, if (i) 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; (ii) trading on the NYSE, the NYSE American, the
Nasdaq Global Select Market, Nasdaq or the Nasdaq Capital 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 by FINRA or by order of the Commission or any other government authority having jurisdiction; (iii) the
United States shall have become involved in a new war or an increase in existing major hostilities; (iv) a banking moratorium
shall have been declared by a New York State or Federal authority; (v) a moratorium on foreign exchange trading has been declared
which materially adversely impacts the United States securities market; (vi) the Company shall have sustained a material loss
by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating
to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will,
in the Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Units; (vii) the Company is
in material breach of any of its representations, warranties or covenants hereunder; or (viii) the Representatives shall have
become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material
change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as
in the Representatives’ sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units
or to enforce contracts made by the Underwriters for the sale of the Public Securities.
9.3 Expenses.
In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the
transactions contemplated herein shall be governed by Section 3.9 hereof and (ii) the Company shall reimburse the Representatives
for any costs and expenses incurred in connection with enforcing any provisions of this Agreement.
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 e-mail and shall be deemed given when so delivered or emailed or if mailed,
two days after such mailing.
If to the Representatives:
BTIG, LLC
65 East 55th Street
New York, New York 10022
Attn: General Counsel
E-mail: legal@btig.com
EarlyBirdCapital, Inc.
366 Madison Avenue
New York, New York 10017
Attn: Steven Levine
E-mail: slevine@ebcap.com
Copy (which copy shall not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Attn: Stuart Neuhauser, Esq.
E-mail: sneuhauser@egsllp.com
If to the Company:
Counter Press Acquisition Corporation
Riverside Center
1981 Marcus Avenue, Suite 227
Lake Success, NY 11042
Attn: Michael Kalt
E-mail: mkalt@partnerspath.com
Copy (which copy shall not constitute notice) to:
Venable LLP
1270 Avenue of the Americas
New York, NY 10020
Attn: William N. Haddad, Esq.
E-mail: WNHaddad@Venable.com
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 Selected
Dealers, the Company and the Controlling Persons, directors, agents, partners, members, employees and officers referred to in Section
5 hereof, and their respective successors, legal representatives and permitted 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. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities
from the Underwriters.
10.6 Waiver of
Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time
be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction,
attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect
to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity
(whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum
extent permitted by law.
10.7 Submission
to Jurisdiction. Each of the Company and each Underwriter irrevocably submits to the nonexclusive jurisdiction of any New York
State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding
arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or
the offering of the Securities. Each of the Company and each Underwriter irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such
a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.
Any such process or summons to be served upon the Company or any Underwriter 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 10.1 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company or such Underwriter in any action,
proceeding or claim. Each of the Company and each Underwriter waives, to the fullest extent permitted by law, any other requirements
of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement
may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover
all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the
preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10.8 Governing
Law. 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.
10.9 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 facsimile, email/pdf transmission or
other electronic transmission shall constitute valid and sufficient delivery thereof.
10.10 Waiver.
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 affect 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.
10.11 No Fiduciary
Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement
is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii) in
connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not
the agent or fiduciary of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in
favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the
Underwriters have advised or are currently advising the Company on other matters) or any other obligation to the Company except
the obligations expressly set forth in this Agreement, (iv) 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 this offering of the Company’s securities, either
before or after the date hereof and (v) the Company has consulted its own legal and financial advisors to the extent it deemed
appropriate. 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 agrees that it will not claim that the Underwriters have rendered advisory
services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transactions or the
process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent
judgment 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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COUNTER
PRESS Acquisition Corporation
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By:
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Name:
Paul Conway
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Title:
Chief Executive Officer
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Accepted on the date first above written.
BTIG, LLC,
as Representative of the several underwriters
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By:
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Name:
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Title:
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EarlyBirdCapital, Inc.,
as Representative of the several underwriters
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By:
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Name:
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Title:
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[Signature
page to Underwriting Agreement]
Schedule A
COUNTER
PRESS Acquisition Corporation
7,500,000 Units
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Underwriter
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Number of Firm Units to be Purchased
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BTIG, LLC
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3,750,000
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EarlyBirdCapital, Inc.
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3,750,000
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TOTAL
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7,500,000
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Schedule B
Investor Presentation, Dated [ ], 2022
Exhibit A
Form
of Target Business Letter
Counter
press Acquisition Corporation
Ladies and Gentlemen:
Reference is made
to the Final Prospectus of Counter Press Acquisition Corporation (the “Company”), dated as of [ ], 2022 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the
Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $76,125,000 for
the benefit of the Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies
from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection
with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business
Combination within the required time period set forth in its amended and restated memorandum and articles of association as the
same may be amended from time to time, or (iii) to the Company after or concurrently with the consummation of a Business Combination.
For and in consideration
of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination 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 (each,
a “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.
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Print
Name of Target Business
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Authorized
Signature of Target Business
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Exhibit B
Form
of Vendor Letter
COUNTER
PRESS Acquisition Corporation
Ladies and Gentlemen:
Reference is made
to the Final Prospectus of Counter Press Acquisition Corporation (the “Company”), dated as of [ ], 2022 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the
Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $76,125,000 for
the benefit of the Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies
from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection
with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business
Combination within the required time period set forth in its amended and restated memorandum and articles of association as the
same may be amended from time to time, or (iii) to the Company after or concurrently with the consummation of a Business Combination.
For and in consideration
of the Company agreeing to engage the 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 (each, a “Claim”) and hereby waives
any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse
against the Trust Account for any reason whatsoever.
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Print Name of Vendor
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Authorized Signature of Vendor
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B-1
EXHIBIT 3.1
THE COMPANIES ACT
(AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
MEMORANDUM AND ARTICLES OF
ASSOCIATION
OF
COUNTER PRESS SPONSOR
CORPORATION
THE COMPANIES ACT
(AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
COUNTER PRESS SPONSOR CORPORATION
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1
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The name of the Company is Counter Press Sponsor Corporation.
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2
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The Registered Office of the Company shall be at the offices of Maples Corporate
Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands
as the Directors may decide.
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3
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The objects for which the Company is established are unrestricted and the
Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman
Islands.
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4
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The liability of each Member is limited to the amount unpaid on such Member’s shares.
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5
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The share capital of the Company is US$22,100 divided into 200,000,000
Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each,
and 1,000,000 Preference shares of a par value of US$0.0001 each.
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6
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The Company has power to register by way of continuation as a body corporate
limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman
Islands.
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7
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Capitalised terms that are not defined in this Memorandum of Association
bear the respective meanings given to them in the Articles of Association of the Company.
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WE, the subscriber to this Memorandum of
Association, wish to form a company pursuant to this Memorandum of Association, and we agree to take the number of shares
shown opposite our name. Dated this 22nd day of June 2021.
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Signature and Address of Subscriber
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Number of Shares Taken
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Maples Corporate Services Limited
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One Class B ordinary
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of PO Box 309, Ugland House
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Grand Cayman
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KY1-1104
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Cayman Islands
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acting by:
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Anadra McLaughlin
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Satina Whittaker
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Witness to the above signature
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THE COMPANIES ACT
(AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
COUNTER PRESS SPONSOR
CORPORATION
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1.1
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In the Articles Table A in the First Schedule to the Statute does not apply and, unless there
is something in the subject or context inconsistent therewith:
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“Articles”
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means these articles of association of the Company.
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“Auditor”
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means the person for the time being performing the duties of auditor of the Company (if any).
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“Company”
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means the above named company.
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“Directors”
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means the directors for the time being of the Company.
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“Dividend”
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means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
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“Electronic Record”
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has the same meaning as in the Electronic Transactions Act.
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“Electronic Transactions Act”
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means the Electronic Transactions Act (As Revised) of the Cayman Islands.
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“Member”
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has the same meaning as in the Statute.
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“Memorandum”
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means the memorandum of association of the Company.
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“Ordinary Resolution”
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means a
resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are
allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is
demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
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“Register of Members”
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means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
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“Registered Office”
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means the registered office for the time being of the Company.
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“Seal”
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means the common seal of the Company and includes every duplicate seal.
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“Share”
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means a share in the Company and includes a fraction of a share in the Company.
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“Special Resolution”
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has the same meaning as in the Statute, and includes a unanimous written resolution.
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“Statute”
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means the Companies Act (As Revised) of the Cayman Islands.
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“Subscriber”
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means the subscriber to the Memorandum.
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“Treasury Share”
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means a Share held in the name of the Company as a treasury share in accordance with the Statute.
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(a)
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words importing the singular number include the plural number and vice versa;
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(b)
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words importing the masculine gender include the feminine gender;
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(c)
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words importing persons include corporations as well as any other legal or natural person;
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(d)
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“written” and “in writing” include all modes of representing or reproducing
words in visible form, including in the form of an Electronic Record;
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(e)
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“shall” shall be construed as imperative and “may” shall be construed as
permissive;
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(f)
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references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced;
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(g)
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any phrase introduced by the terms “including”, “include”,
“in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words
preceding those terms;
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(h)
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the term “and/or” is used herein to mean both “and”
as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of
the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and
the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
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(i)
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headings are inserted for reference only and shall be ignored in construing the Articles;
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(j)
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any requirements as to delivery under the Articles include delivery in
the form of an Electronic Record;
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(k)
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any requirements as to execution or signature under the Articles including
the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions
Act;
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(l)
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sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
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(m)
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the term “clear days” in relation to the period of a notice means
that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which
it is to take effect; and
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(n)
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the term “holder” in relation to a Share means a person whose
name is entered in the Register of Members as the holder of such Share.
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2
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Commencement of Business
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2.1
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The business of the Company may be commenced as soon after incorporation
of the Company as the Directors shall see fit.
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2.2
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The Directors may pay, out of the capital or any other monies of the Company,
all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.
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3.1
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Subject to the provisions, if any, in the Memorandum (and to any direction
that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors
may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred,
deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise
and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles)
vary such rights. Notwithstanding the foregoing, the Subscriber shall have the power to:
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(a)
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issue one Share to itself;
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(b)
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transfer that Share by an instrument of transfer to any person; and
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(c)
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update the Register of Members in respect of the issue and transfer of that Share.
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3.2
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The Company shall not issue Shares to bearer.
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4.1
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The Company shall maintain or cause to be maintained the Register of Members
in accordance with the Statute.
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4.2
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The Directors may determine that the Company shall maintain one or more
branch registers of Members in accordance with the Statute. The Directors may also determine which register of
Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary
such determination from time to time.
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5
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Closing Register of Members or Fixing Record Date
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5.1
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For the purpose of determining Members entitled to notice of, or to vote
at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution,
or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall
be closed for transfers for a stated period which shall not in any case exceed forty days.
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5.2
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In lieu of, or apart from, closing the Register of Members, the Directors
may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote
at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment
of any Dividend or other distribution, or in order to make a determination of Members for any other
purpose.
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5.3
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If the Register of Members is not so closed and no record date is fixed
for the determination of Members entitled to notice of, or to vote at, a meeting of
Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is
sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the
case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any
meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment
thereof.
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6
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Certificates for Shares
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6.1
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A Member shall only be entitled to a share certificate if the Directors
resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors
may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors
may authorise certificates to be issued with the authorised
signature(s) affixed by
mechanical process. All
certificates for Shares
shall
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be consecutively numbered or
otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer
shall be cancelled and subject to the Articles no new certificate shall be issued until the former certificate representing a like
number of relevant Shares shall have been surrendered and cancelled.
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6.2
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The Company shall not be bound to issue more than one certificate for Shares
held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of
them.
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6.3
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If a share certificate is defaced, worn out, lost or destroyed, it may
be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company
in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the
old certificate.
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6.4
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Every share certificate sent in accordance with the Articles will be sent
at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate
lost or delayed in the course of delivery.
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7.1
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Subject to Article 3.1, Shares are transferable subject to the approval of
the Directors by resolution who may, in their absolute discretion, decline to register any transfer of Shares without giving any
reason. If the Directors refuse to register a transfer they shall notify the transferee within two months of such
refusal.
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7.2
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The instrument of transfer of any Share shall be in writing and shall be
executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee). The transferor
shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of
Members.
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8
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Redemption, Repurchase and Surrender of Shares
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8.1
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Subject to the provisions of the Statute the Company may issue Shares that
are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall
be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of the
Shares.
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8.2
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Subject to the provisions of the Statute, the Company may purchase its
own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant
Member.
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8.3
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The Company may make a payment in respect of the redemption or purchase of
its own Shares in any manner permitted by the Statute, including out of capital.
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8.4
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The Directors may accept the surrender for no consideration of any fully paid Share.
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9.1
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The Directors may, prior to the purchase, redemption or surrender of any
Share, determine that such Share shall be held as a Treasury Share.
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9.2
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The Directors may determine to cancel a Treasury Share or transfer a Treasury
Share on such terms as they think proper (including, without limitation, for nil consideration).
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10
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Variation of Rights of Shares
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10.1
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If at any time the share capital of the Company is divided into different
classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares
of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares
of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise,
any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares
of that class, or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate
meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding
that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class.
To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except
that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class
and that any holder of Shares of the class present in person or by proxy may demand a poll.
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10.2
|
For the purposes of a separate class meeting, the Directors may treat two
or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of
Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as
separate classes of Shares.
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10.3
|
The rights conferred upon the holders of the Shares of any class issued
with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class,
be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.
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11
|
Commission on Sale of Shares
|
The Company may, in so far as
the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely
or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such
commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on
any issue of Shares pay such brokerage as may be lawful.
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12
|
Non Recognition of Trusts
|
The Company shall not be bound
by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share,
or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an
absolute right to the entirety thereof in the holder.
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13.1
|
The Company shall have a first and paramount lien on all Shares (whether
fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or
engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with
any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from
the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s
lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that
Share.
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13.2
|
The Company may sell, in such manner as the Directors think fit, any Shares
on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen
clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled
to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied
with the Shares may be sold.
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13.3
|
To give effect to any such sale the Directors may authorise any person
to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser
or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see
to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the
sale or the exercise of the Company’s power of sale under the Articles.
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13.4
|
The net proceeds of such sale after payment of costs, shall be applied
in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject
to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the
Shares at the date of the sale.
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14.1
|
Subject to the terms of the allotment and issue of any Shares, the Directors
may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and
each Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay
to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole
or in part, as the Directors may determine.
A call may
be required to
be paid by
instalments. A person
upon whom a call is made shall remain liable for calls
made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
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14.2
|
A call shall be deemed to have been made at the time when the resolution
of the Directors authorising such call was passed.
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14.3
|
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect
thereof.
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14.4
|
If a call remains unpaid after it has become due and payable, the person from
whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as
the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment),
but the Directors may waive payment of the interest or expenses wholly or in part.
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14.5
|
An amount payable in respect of a Share on issue or allotment or at any fixed
date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid
all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a
call.
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14.6
|
The Directors may issue Shares with different terms as to the amount and
times of payment of calls, or the interest to be
paid.
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14.7
|
The Directors may, if they think fit, receive an amount from any Member
willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would
otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount
in advance.
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14.8
|
No such amount paid in advance of calls shall entitle the Member paying
such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such
amount would, but for such payment, become payable.
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|
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15.1
|
If a call or instalment of a call remains unpaid after it has become due
and payable the Directors may give to the person from whom it is due not less than fourteen clear days’ notice requiring
payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason
of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with
the Shares in respect of which the call was made will be liable to be forfeited.
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15.2
|
If the notice is not complied with, any Share in respect of which it was
given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture
shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before
the forfeiture.
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15.3
|
A forfeited Share may be sold, re-allotted or otherwise disposed of on such
terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may
be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred
to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that
person.
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15.4
|
A person any of whose Shares have been forfeited shall cease to be a Member
in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain
liable to pay to the Company all monies which at the date of forfeiture were payable
by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability
shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those
Shares.
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15.5
|
A certificate in writing under the hand of one Director or officer of the
Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all
persons claiming to be entitled to the Share. The certificate shall (subject to the execution of
an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed
of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by
any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the
Share.
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15.6
|
The provisions of the Articles as to forfeiture shall apply in the case
of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par
value of the Share or by way of premium as if it had been payable by virtue of a call duly made and
notified.
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16
|
Transmission of Shares
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|
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16.1
|
If a Member dies the survivor or survivors (where he was a joint holder)
or his legal personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having
any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for
which he was a joint or sole holder.
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16.2
|
Any person becoming entitled to a Share in consequence of the death or bankruptcy
or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may
be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share
or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered
as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either
case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the
relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may
be.
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16.3
|
A person becoming entitled to a Share by reason of the death or
bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions
and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming
a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general
meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered
himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall, in either case,
have the same right to decline or suspend registration as they would have had in the
case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other
case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to
be received (as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions,
bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied
with.
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17
|
Amendments of Memorandum and Articles of Association and Alteration of Capital
|
|
|
17.1
|
The Company may by Ordinary Resolution:
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(a)
|
increase its share capital by such sum as the Ordinary Resolution shall
prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may
determine;
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|
(b)
|
consolidate and divide all or any of its share capital into Shares of larger
amount than its existing Shares;
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|
|
(c)
|
convert all or any of its paid-up Shares into stock, and reconvert that stock
into paid-up Shares of any denomination;
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|
|
(d)
|
by subdivision of its existing Shares or any of them divide the whole or
any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value;
and
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|
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(e)
|
cancel any Shares that at the date of the passing of the Ordinary Resolution
have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares
so cancelled.
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17.2
|
All new Shares created in accordance with the provisions of the preceding
Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission,
forfeiture and otherwise as the Shares in the original share capital.
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17.3
|
Subject to the provisions of the Statute and the provisions of the Articles as regards the matters
to be dealt with by Ordinary Resolution, the Company may by Special Resolution:
|
|
|
(b)
|
alter or add to the Articles;
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|
(c)
|
alter or add to the Memorandum with respect to any objects, powers or other matters specified
therein; and
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(d)
|
reduce its share capital or any capital redemption reserve fund.
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18
|
Offices and Places of Business
|
Subject to the provisions
of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in
addition to its Registered Office, maintain such other offices or places of business as the Directors determine.
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19.1
|
All general meetings other than annual general meetings shall be called
extraordinary general meetings.
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19.2
|
The Company may, but shall not (unless required by the Statute) be obliged
to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling
it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place
is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock
in the morning. At these meetings the report of the Directors (if any) shall be presented.
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19.3
|
The Directors may call general meetings, and they shall on a Members’
requisition forthwith proceed to convene an extraordinary general meeting of the Company.
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19.4
|
A Members’ requisition is a requisition of Members holding at the
date of deposit of the requisition not less than ten per cent. in par value of the issued Shares which as at that date carry the
right to vote at general meetings of the Company.
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19.5
|
The Members’ requisition must state the objects of the meeting and
must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form
each signed by one or more requisitionists.
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19.6
|
If there are no Directors as at the date of the deposit of the Members’
requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly
proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing
more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any
meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty- one day
period.
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19.7
|
A general meeting convened as aforesaid by requisitionists shall be convened
in the same manner as nearly as possible as that in which general meetings are to be convened by
Directors.
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20
|
Notice of General Meetings
|
|
|
20.1
|
At least five clear days’ notice shall be given of any general meeting.
Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted
at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed
by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been
given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been
duly convened if it is so agreed:
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(a)
|
in the case of an annual general meeting, by all of the Members entitled
to attend and vote thereat; and
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|
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(b)
|
in the case of an extraordinary general meeting, by a majority in number
of the Members having a right to attend and vote at the meeting, together holding not less than ninety five per cent. in par value
of the Shares giving that right.
|
|
|
20.2
|
The accidental omission to give notice of a general meeting to, or the
non receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings
of that general meeting.
|
|
21
|
Proceedings at General Meetings
|
|
|
21.1
|
No business shall be transacted at any general meeting unless a quorum is
present. Two Members being individuals present in person or by proxy or if a corporation
or other non-natural person by its duly authorised representative or proxy shall be a quorum unless the Company has only one Member
entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in
the case of a corporation or other non-natural person) by its duly authorised representative or
proxy.
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|
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21.2
|
A person may participate at a general meeting by conference telephone or
other communications equipment by means of which all the persons participating in the meeting can communicate with each other.
Participation by a person in a general meeting in this manner is treated as presence in person at that
meeting.
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|
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21.3
|
A resolution (including a Special Resolution) in writing (in one or more
counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote
at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall
be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and
held.
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|
|
21.4
|
If a quorum is not present within half an hour from the time appointed
for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a
Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may
determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting
to commence, the Members present shall be a quorum.
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|
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21.5
|
The Directors may, at any time prior to the time appointed for the meeting
to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such
appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no
such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is
unwilling to act, the Directors present shall elect one of their number to be chairman of the
meeting.
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|
|
21.6
|
If no Director is willing to act as chairman or if no Director is present
within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number
to be chairman of the meeting.
|
|
|
21.7
|
The chairman may, with the consent of a meeting at which a quorum is present
(and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall
be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took
place.
|
|
|
21.8
|
When a general meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice
of an adjourned meeting.
|
|
|
21.9
|
A resolution put to the vote of the meeting shall be decided on a show of
hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member
or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly
authorised representative or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and
vote at the meeting demand a poll.
|
|
|
21.10
|
Unless a poll is duly demanded and the demand is not withdrawn a declaration
by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried
by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence
of that fact without proof of the number or proportion of the votes recorded in favour of or against such
resolution.
|
|
|
21.11
|
The demand for a poll may be withdrawn.
|
|
|
21.12
|
Except on a poll demanded on the election of a chairman or on a question
of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution
of the general meeting at which the poll was demanded.
|
|
|
21.13
|
A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and
any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the
poll
|
|
|
21.14
|
In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman shall be entitled to a second or casting vote.
|
|
|
22.1
|
Subject to any rights or restrictions attached to any Shares, on a show
of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person
is present by its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such
manner shall have one vote for every Share of which he is the holder.
|
|
|
22.2
|
In the case of joint holders the vote of the senior holder who tenders
a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative
or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the
order in which the names of the holders stand in the Register of Members.
|
|
|
22.3
|
A Member of unsound mind, or in respect of whom an order has been made by
any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator
bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or
other person may vote by proxy.
|
|
|
22.4
|
No person shall be entitled to vote at any general meeting unless he is
registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect
of Shares have been paid.
|
|
|
22.5
|
No objection shall be raised as to the qualification of any voter except
at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed
at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman
whose decision shall be final and conclusive.
|
|
|
22.6
|
On a poll or on a show of hands votes may be cast either personally or by
proxy (or in the case of a corporation or other non-natural person by its duly authorised
representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and
vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote
on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related
votes.
|
|
|
22.7
|
On a poll, a Member holding more than one Share need not cast the votes
in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for
or against a resolution and/or abstain from voting a Share or some or all of the Shares and,
subject to the
terms of the
instrument appointing him,
a proxy appointed
under one or more instruments may vote
a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from
voting a Share or some or all of the Shares in respect of which he is appointed.
|
|
|
23.1
|
The instrument appointing a proxy shall be in writing and shall be executed
under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non
natural person, under the hand of its duly authorised representative. A proxy need not be a Member.
|
|
|
23.2
|
The Directors may, in the notice convening any meeting or adjourned meeting,
or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited
and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to
which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from
the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the
instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed
for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to
vote.
|
|
|
23.3
|
The chairman may in any event at his discretion declare that an instrument
of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or
which has not been declared to have been duly deposited by the chairman, shall be invalid.
|
|
|
23.4
|
The instrument appointing a proxy may be in any usual or common form (or
such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or
generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding
a poll.
|
|
|
23.5
|
Votes given in accordance with the terms of an instrument of proxy shall
be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which
the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death,
insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting,
or adjourned meeting at which it is sought to use the proxy.
|
Any corporation
or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such
provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its
representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an
individual Member.
|
25
|
Shares that May Not be Voted
|
Shares in the Company that
are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding Shares at any given time.
There shall be a board of
Directors consisting of not less than one person (exclusive of alternate Directors) provided however that the Company may by Ordinary
Resolution increase or reduce the limits in the number of Directors. The first Directors of the Company shall be determined in
writing by, or appointed by a resolution of, the Subscriber.
|
|
27.1
|
Subject to the provisions of the Statute, the Memorandum and the Articles
and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise
all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act
of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly
convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the
Directors.
|
|
|
27.2
|
All cheques, promissory notes, drafts, bills of exchange and other negotiable
or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise
executed as the case may be in such manner as the Directors shall determine by resolution.
|
|
|
27.3
|
The Directors on behalf of the Company may pay a gratuity or pension or
allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow
or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension
or allowance.
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27.4
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The Directors may exercise all the powers of the Company to borrow money
and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and
to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt,
liability or obligation of the Company or of any third party.
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28
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Appointment and Removal of Directors
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28.1
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The Company may by Ordinary Resolution appoint any person to be a Director
or may by Ordinary Resolution remove any Director.
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28.2
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The Directors may appoint any person to be a Director, either to fill a
vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number
fixed by or in accordance with the Articles as the maximum number of Directors.
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29
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Vacation of Office of Director
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The office of a Director shall be vacated if:
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(a)
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the Director gives notice in writing to the Company that he resigns the
office of Director; or
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(b)
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the Director absents himself (for the avoidance of doubt, without being represented
by proxy or an alternate Director appointed by him) from three consecutive meetings of the board of Directors without special leave
of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office;
or
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(c)
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the Director dies, becomes bankrupt or makes any arrangement or composition
with his creditors generally; or
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(d)
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the Director is found to be or becomes of unsound mind; or
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(e)
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all of the other Directors (being not less than two in number) determine
that he should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors
duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other
Directors.
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30
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Proceedings of Directors
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30.1
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The quorum for the transaction of the business of the Directors may be
fixed by the Directors, and unless so fixed shall be two if there are two or more Directors,
and shall be one if there is only one Director. A person who holds office as an alternate Director shall, if his appointor is not
present, be counted in the quorum. A Director who also acts as an alternate Director
shall, if his appointor is not present, count twice towards the quorum.
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30.2
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Subject to the provisions of the Articles, the Directors may regulate their
proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality
of votes, the chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the
absence of his appointor to a separate vote on behalf of his appointor in addition to his own
vote.
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30.3
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A person may participate in a meeting of the Directors or any committee
of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting
can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence
in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where
the chairman is located at the start of the meeting.
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30.4
|
A resolution in writing (in one or more counterparts) signed by all the
Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal
of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such
resolution (an alternate Director being entitled to sign such a resolution on behalf of his appointor and if such alternate Director
is also a Director, being entitled to sign such resolution both on behalf of his appointer and in his capacity as a Director) shall
be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be,
duly convened and held.
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30.5
|
A Director or alternate Director may, or other officer of the Company on the
direction of a Director or alternate Director shall, call a meeting of the Directors by at least two days’ notice in writing
to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless
notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. To any such notice
of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members
shall apply mutatis mutandis.
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30.6
|
The continuing Directors (or a sole continuing Director, as the case may
be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by
or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of
increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for
no other purpose.
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30.7
|
The Directors may elect a chairman of their board and determine the period
for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five
minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman
of the meeting.
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30.8
|
All acts done by any meeting of the Directors or of a committee of the
Directors (including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there
was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or
had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not
disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the
case may be.
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30.9
|
A Director but not an alternate Director may be represented at any meetings
of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the
proxy shall for all purposes be deemed to be that of the appointing Director.
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A Director or
alternate Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a Director or alternate Director who voted in favour of such action.
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32.1
|
A Director or alternate Director may hold any other office or place of profit
under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms
as to remuneration and otherwise as the Directors may determine.
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32.2
|
A Director or alternate Director may act by himself or by, through or on
behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional
services as if he were not a Director or alternate Director.
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32.3
|
A Director or alternate Director may be or become a director or other officer
of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a
contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration
or other benefits received by him as a director or officer of, or from his interest in, such other
company.
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32.4
|
No person shall be disqualified from the office of Director or alternate Director
or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract
or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be
in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested
be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by
reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or
his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested
provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed
by him at or prior to its consideration and any vote thereon.
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32.5
|
A general notice that a Director or alternate Director is a shareholder,
director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such
firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction
in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular
transaction.
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The Directors shall cause minutes
to be made in books kept for the purpose of recording all appointments of officers made by the Directors, all proceedings at meetings
of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names
of the Directors or alternate Directors present at each meeting.
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34
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Delegation of Directors’ Powers
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34.1
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The Directors may delegate any of their powers, authorities and discretions,
including the power to sub-delegate, to any committee consisting of one or more Directors. They may also delegate to any managing
director or any Director holding any other executive office such of their powers, authorities and discretions as they consider
desirable to be exercised by him provided that an alternate Director may not act as managing director and the appointment of a
managing director shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions
the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked
or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the
Articles regulating the proceedings of Directors, so far as they are capable of applying.
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34.2
|
The Directors may establish any committees, local boards or agencies or
appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of
such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose,
and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the
Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the
Articles regulating the proceedings of Directors, so far as they are capable of applying.
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34.3
|
The Directors may by power of attorney or otherwise appoint any person
to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion
of their own powers and may be revoked by the Directors at any time.
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34.4
|
The Directors may by power of attorney or otherwise appoint any company,
firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory
of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable
by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers
of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such
attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory
to delegate all or any of the powers, authorities and discretions vested in him.
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34.5
|
The Directors may appoint such officers of the Company (including, for
the avoidance of doubt and without limitation, any secretary) as they consider necessary on such terms, at such remuneration and
to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless
otherwise specified in the terms of his appointment an officer of the Company may be removed by resolution of the Directors or
Members. An officer of the Company may vacate his office at any time if he gives notice in writing to the Company that he resigns
his office.
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35.1
|
Any Director (but not an alternate Director) may by writing appoint any
other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate
Director so appointed by him.
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35.2
|
An alternate Director shall be entitled to receive notice of all meetings
of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such
meeting at which the Director appointing him is not personally present, to sign any written resolution of the Directors, and generally
to perform all the functions of his appointor as a Director in his absence.
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35.3
|
An alternate Director shall cease to be an alternate Director if his appointor
ceases to be a Director.
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35.4
|
Any appointment or removal of an alternate Director shall be by notice
to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.
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35.5
|
Subject to the provisions of the Articles, an alternate Director shall be
deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to
be the agent of the Director appointing him.
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36
|
No Minimum Shareholding
|
The Company in general meeting
may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed
a Director is not required to hold Shares.
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37
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Remuneration of Directors
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|
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37.1
|
The remuneration to be paid to the Directors, if any, shall be such remuneration
as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly
incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of
the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection
with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof
as may be determined by the Directors, or a combination partly of one such method and partly the
other.
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37.2
|
The Directors may by resolution approve additional remuneration to any
Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid
to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall
be in addition to his remuneration as a Director.
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38.1
|
The Company may, if the Directors so determine, have a Seal. The Seal shall
only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument
to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer of the
Company or other person appointed by the Directors for the purpose.
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38.2
|
The Company may have for use in any place or places outside the Cayman
Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so
determine, with the addition on its face of the name of every place where it is to be used.
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38.3
|
A Director or officer, representative or attorney of the Company may without
further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated
by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere
wheresoever.
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39
|
Dividends, Distributions and Reserve
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39.1
|
Subject to the Statute and this Article and except as otherwise provided
by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and
authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend
shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such
Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except
out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by
law.
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39.2
|
Except as otherwise provided by the rights attached to any Shares, all
Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued
on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend
accordingly.
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39.3
|
The Directors may deduct from any Dividend or other distribution payable
to any Member all sums of money (if any) then payable by him to the Company on account of calls or
otherwise.
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39.4
|
The Directors may resolve that any Dividend or other distribution be paid
wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares,
debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to
such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and
may fix the value for distribution of such specific assets or any part thereof and
may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights
of all Members and may vest any such specific
assets in trustees in such manner as may seem expedient to the Directors.
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39.5
|
Except as otherwise provided by the rights attached to any Shares, Dividends
and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions
that may be required and how any costs involved are to be met.
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39.6
|
The Directors may, before resolving to pay any Dividend or other distribution,
set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable
for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business
of the Company.
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39.7
|
Any Dividend, other distribution, interest or other monies payable in cash
in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered
address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register
of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant
shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts
for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint
holders.
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39.8
|
No Dividend or other distribution shall bear interest against the Company.
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|
39.9
|
Any Dividend or other distribution which cannot be paid to a Member and/or
which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the
discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be
constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member.
Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or
other distribution becomes payable shall be forfeited and shall revert to the Company.
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The Directors
may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including
the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss
account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would
have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other
distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited
as fully paid-up to and amongst them in the proportion aforesaid. In such event
the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the
Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including
provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members
interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto
and any agreement made under such authority shall be effective and binding on all such Members and the Company.
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41.1
|
The Directors shall cause proper books of account (including, where applicable,
material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended
by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by
the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five
years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of
account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its
transactions.
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41.2
|
The Directors shall determine whether and to what extent and at what times
and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection
of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document
of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.
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41.3
|
The Directors may cause to be prepared and to be laid before the Company
in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may
be required by law.
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|
|
42.1
|
The Directors may appoint an Auditor of the Company who shall hold office
on such terms as the Directors determine.
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42.2
|
Every Auditor of the Company shall have a right of access at all times
to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company
such information and explanation as may be necessary for the performance of the duties of the
Auditor.
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|
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42.3
|
Auditors shall, if so required by the Directors, make a report on the accounts
of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company
which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following
their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any
other time during their term of office, upon request of the Directors or any general meeting of the
Members.
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43.1
|
Notices shall be in writing and may be given by the Company to any Member
either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register
of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if
posted from one country to another, is to be sent by airmail.
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|
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43.2
|
Where a notice is sent by courier, service of the notice shall be deemed
to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not
including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a
notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter
containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public
holidays in the Cayman Islands) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax,
service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have
been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected
by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on
the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the
recipient.
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43.3
|
A notice may be given by the Company to the person or persons which the Company
has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as
other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives
of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons
claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been
given if the death or bankruptcy had not occurred.
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43.4
|
Notice of every general meeting shall be given in any manner authorised by
the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except
that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members
and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee
in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting,
and no other person shall be entitled to receive notices of general meetings.
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|
|
44.1
|
If the Company shall be wound up the liquidator shall apply the assets of
the Company in satisfaction of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights
attaching to any Shares, in a winding up:
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|
|
(a)
|
if the assets available for distribution amongst the Members shall be insufficient
to repay the whole of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be,
the losses shall be borne by the Members in proportion to the par value of the Shares held by them;
or
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|
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(b)
|
if the assets available for distribution amongst the Members shall be more
than sufficient to repay the whole of the Company’s issued share capital at the commencement of the winding up, the surplus
shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding
up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for
unpaid calls or otherwise.
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|
|
44.2
|
If the Company shall be wound up the liquidator may, subject to the rights
attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute,
divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property
of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between
the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets
in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so
that no Member shall be compelled to accept any asset upon which there is a liability.
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|
45
|
Indemnity and Insurance
|
|
|
45.1
|
Every Director and officer of the Company (which for the avoidance of doubt,
shall not include auditors of the Company), together with every former Director and former officer of the Company (each an “Indemnified
Person”) shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand,
costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or
failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual
fraud or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as
a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud
or wilful default of such Indemnified Person. No person shall be found to have committed
actual fraud or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to
that effect.
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|
|
45.2
|
The Company shall advance to each Indemnified Person reasonable attorneys’
fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving
such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder,
the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final
judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article.
If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification
with respect to such judgment, costs or expenses,
then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned
to the Company (without interest) by the Indemnified Person.
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|
|
45.3
|
The Directors, on behalf of the Company, may purchase and maintain insurance
for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would
otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may
be guilty in relation to the Company.
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Unless the Directors otherwise
prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation,
shall begin on 1st January in each year.
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47
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Transfer by Way of Continuation
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If the Company is exempted
as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have
the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands
and to be deregistered in the Cayman Islands.
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48
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Mergers and Consolidations
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The Company shall have the
power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors
may determine and (to the extent required by the Statute) with the approval of a Special Resolution.
Dated this 22nd day of June 2021.
Maples Corporate Services Limited
of PO Box 309,
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
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acting by:
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Anadra McLaughlin
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Satina Whittaker
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Witness to the above signature
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28
EXHIBIT 3.2
THE COMPANIES ACT (As
Revised)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
COUNTER PRESS ACQUISITION CORPORATION
(adopted
by special resolution dated [ ] and effective on [ ])
THE
COMPANIES ACT (As Revised)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
COUNTER PRESS ACQUISITION CORPORATION
(adopted
by special resolution dated [ ] and effective on [ ])
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1
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The name of the Company is Counter Press Acquisition Corporation.
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2
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The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited,
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors
may decide.
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3
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The objects for which the Company is established are unrestricted and the Company shall have full
power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
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4
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The liability of each Member is limited to the amount unpaid on such Member’s shares.
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5
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The share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares
of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference
shares of a par value of US$0.0001 each.
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6
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The Company has power to register by way of continuation as a body corporate limited by shares
under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
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7
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Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear
the respective meanings given to them in the Amended and Restated Articles of Association of the Company.
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THE
COMPANIES ACT (As Revised)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
COUNTER PRESS ACQUISITION CORPORATION
(adopted
by special resolution dated [ ] and effective on [ ])
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1.1
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In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is
something in the subject or context inconsistent therewith:
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“Affiliate”
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in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.
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“Applicable Law”
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means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.
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“Articles”
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means these amended and restated articles of association of the Company.
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“Audit Committee”
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means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
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“Auditor”
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means the person for the time being performing the duties of auditor of the Company (if any).
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“Business Combination”
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means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on the Nasdaq Global Market, must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.
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“business day”
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means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.
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“Clearing House”
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means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
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“Class A Share”
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means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
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“Class B Share”
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means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
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“Company”
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means the above named company.
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“Company’s Website”
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means the website of the Company and/or its web-address or domain name (if any).
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“Compensation Committee”
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means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
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“Completion Window”
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means the time period for which the Company has to complete a proposed
Business Combination. If the Company anticipates that it may not be able to consummate its initial Business Combination within 12 months
from the consummation of the IPO, the Company may, at Sponsor’s option, extend the period of time to consummate a Business Combination
up to two times without shareholder approval, each for an additional three months (for a total of up to 18 months to complete a Business
Combination) (each such three-month period, a “Funded Extension Period”), so long as Sponsor and/or its affiliates or designees
deposit into the trust account: (i) with respect to a single Funded Extension Period, an additional $0.10 per share (for an aggregate
of $750,000, or $862,500 if the Over-Allotment Option is exercised in full) (an “Extension Payment”), and (ii) with respect
to two consecutive Funded Extension Periods, an Extension Payment prior to each Funded Extension Period, or $0.20 per share in the aggregate
(for an aggregate of $1,500,000, or $1,725,000 if the Over-Allotment Option is exercised in full), upon five days advance notice prior
to the applicable deadline. The Company’s public shareholders will not be entitled to vote or redeem their shares in connection
with any Funded Extension Periods as a result of an Extension Payment.
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“Designated Stock Exchange”
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means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Global Market.
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“Directors”
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means the directors for the time being of the Company.
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“Dividend”
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means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
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“Electronic Communication”
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means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
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“Electronic Record”
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has the same meaning as in the Electronic Transactions Act.
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“Electronic Transactions Act”
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means the Electronic Transactions Act (As Revised) of the Cayman Islands.
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“Equity-linked Securities”
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means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
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“Exchange Act”
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means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
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“Founders”
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means all Members immediately prior to the consummation of the IPO, other than the Underwriters.
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“Independent Director”
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has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
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“IPO”
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means the Company’s initial public offering of securities.
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“Member”
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has the same meaning as in the Statute.
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“Memorandum”
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means the amended and restated memorandum of association of the Company.
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“Nominating Committee”
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means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
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“Officer”
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means a person appointed to hold an office in the Company.
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“Ordinary Resolution”
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means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
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“Over-Allotment Option”
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means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.
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“Preference Share”
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means a preference share of a par value of US$0.0001 in the share capital of the Company.
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“Public Share”
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means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.
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“Redemption Notice”
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means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.
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“Register of Members”
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means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
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“Registered Office”
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means the registered office for the time being of the Company.
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“Representative”
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means a representative of the Underwriters.
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“Seal”
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means the common seal of the Company and includes every duplicate seal.
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“Securities and Exchange Commission”
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means the United States Securities and Exchange Commission.
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“Share”
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means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.
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“Special Resolution”
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subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution.
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“Sponsor”
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means Counter Press Sponsor LLC, a Cayman Islands limited liability company (formerly Counter Press Sponsor Corporation) and its successors or assigns.
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“Statute”
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means the Companies Act (As Revised) of the Cayman Islands.
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“Tax Filing Authorised Person”
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means such person as any Director shall designate from time to time, acting severally.
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“Treasury Share”
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means a Share held in the name of the Company as a treasury share in accordance with the Statute.
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“Trust Account”
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means the trust account established by the Company upon the consummation of the IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.
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“Underwriter”
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means an underwriter of the IPO from time to time and any successor underwriter.
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(a)
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words importing the singular number include the plural number and vice versa;
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(b)
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words importing the masculine gender include the feminine gender;
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(c)
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words importing persons include corporations as well as any other legal or natural person;
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(d)
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“written” and “in writing” include all modes of representing or reproducing
words in visible form, including in the form of an Electronic Record;
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(e)
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“shall” shall be construed as imperative and “may” shall be construed as
permissive;
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(f)
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references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced;
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(g)
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any phrase introduced by the terms “including”, “include”, “in particular”
or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
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(h)
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the term “and/or” is used to mean both “and” as well as “or.”
The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and”
or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and”
shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
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(i)
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headings are inserted for reference only and shall be ignored in construing the Articles;
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(j)
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any requirements as to delivery under the Articles include delivery in the form of an Electronic
Record;
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(k)
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any requirements as to execution or signature under the Articles including the execution of the
Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;
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(l)
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sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
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(m)
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the term “clear days” in relation to the period of a notice means that period excluding
the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect;
and
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(n)
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the term “holder” in relation to a Share means a person whose name is entered in the
Register of Members as the holder of such Share.
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2
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Commencement of Business
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2.1
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The business of the Company may be commenced as soon after incorporation of the Company as the
Directors shall see fit.
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2.2
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The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred
in or about the formation and establishment of the Company, including the expenses of registration.
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3
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Issue of Shares and other Securities
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3.1
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Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by
the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice
to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares
(including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends
or other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they
think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot,
issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the
ability of the Company to carry out a Class B Ordinary Share Conversion set out in the Articles.
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3.2
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The Company may issue rights, options, warrants or convertible securities or securities of similar
nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities
in the Company on such terms as the Directors may from time to time determine.
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3.3
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The Company may issue units of securities in the Company, which may be comprised of whole or fractional
Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders
thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors
may from time to time determine. The securities comprising any such units which are issued pursuant to the IPO can only be traded
separately from one another on the 52nd day following the date of the prospectus relating to the IPO unless the Representative(s)
determines that an earlier date is acceptable, subject to the Company having filed a current report on Form 8-K with the Securities
and Exchange Commission and a press release announcing when such separate trading will begin. Prior to such date, the units can
be traded, but the securities comprising such units cannot be traded separately from one another.
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3.4
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The Company shall not issue Shares to bearer.
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4.1
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The Company shall maintain or cause to be maintained the Register of Members in accordance with
the Statute.
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4.2
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The Directors may determine that the Company shall maintain one or more branch registers of Members
in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register
and which shall constitute the branch register or registers, and to vary such determination from time to time.
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5
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Closing Register of Members or Fixing Record Date
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5.1
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For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members
or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a
determination of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed
newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange,
the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, provide
that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.
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5.2
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In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or
arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the
Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or
other distribution, or in order to make a determination of Members for any other purpose.
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5.3
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If the Register of Members is not so closed and no record date is fixed for the determination of
Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other
distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to
pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members.
When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination
shall apply to any adjournment thereof.
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6
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Certificates for Shares
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6.1
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A Member shall only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates
shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates
to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively
numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company
for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate representing
a like number of relevant Shares shall have been surrendered and cancelled.
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6.2
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The Company shall not be bound to issue more than one certificate for Shares held jointly by more
than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
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6.3
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If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms
(if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence,
as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.
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6.4
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Every share certificate sent in accordance with the Articles will be sent at the risk of the Member
or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the
course of delivery.
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6.5
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Share certificates shall be issued within the relevant time limit as prescribed by the Statute,
if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or
any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever is shorter,
after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse to register
and does not register, after lodgement of a Share transfer with the Company.
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7.1
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Subject to the terms of the Articles, any Member may transfer all or any of their Shares by an
instrument of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the
Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. If the Shares
in question were issued in conjunction with rights, options, warrants or units issued pursuant to the Articles on terms that one
cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence
satisfactory to them of the like transfer of such right, option, warrant or unit.
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7.2
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The instrument of transfer of any Share shall be in writing in the usual or common form or in a
form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any
other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the Directors and shall
be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may
be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature
or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain the
holder of a Share until the name of the transferee is entered in the Register of Members.
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8
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Redemption, Repurchase and Surrender of Shares
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8.1
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Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member
or the Company. The redemption of such Shares, except Public Shares, shall be effected in such manner and upon such other terms
as the Company may, by Special Resolution, determine before the issue of such Shares. With respect to redeeming or repurchasing
the Shares:
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(a)
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Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
described in the Business Combination Article hereof;
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(b)
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Class B Shares held by the Sponsor shall be surrendered by the Sponsor for no consideration to
the extent that the Over-Allotment Option is not exercised in full so that the Sponsor will own 25% of the Company’s issued
Shares after the IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO); and
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(c)
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Public Shares shall be repurchased by way of tender offer in the circumstances set out in the Business
Combination Article hereof.
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8.2
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Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other
terms as the Directors may agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders
of Shares in the circumstances described in the Article above shall not require further approval of the Members.
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8.3
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The Company may make a payment in respect of the redemption or purchase of its own Shares in any
manner permitted by the Statute, including out of capital.
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8.4
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The Directors may accept the surrender for no consideration of any fully paid Share.
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9.1
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The Directors may, prior to the purchase, redemption or surrender of any Share, determine that
such Share shall be held as a Treasury Share.
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9.2
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The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms
as they think proper (including, without limitation, for nil consideration).
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10
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Variation of Rights of Shares
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10.1
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Subject to Article 3.1, if at any time the share capital of the Company is divided into different
classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares
of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares
of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise,
any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares
of that class (other than with respect to a waiver of the provisions of the Class B Ordinary Share Conversion Article hereof, which
as stated therein shall only require the consent in writing of the holders of a majority of the issued Shares of that class), or
with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the
holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such
variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such
meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary
quorum shall be one person holding or representing by proxy at least one-third of the issued Shares of the class and that any holder
of Shares of the class present in person or by proxy may demand a poll.
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10.2
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For the purposes of a separate class meeting, the Directors may treat two or more or all the classes
of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way
by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.
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10.3
|
The rights conferred upon the holders of the Shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied
by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights.
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11
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Commission on Sale of Shares
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The Company may, in so far as the
Statute permits, pay a commission to any person in consideration of their subscribing or agreeing to subscribe (whether absolutely
or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such
commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on
any issue of Shares pay such brokerage as may be lawful.
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12
|
Non Recognition of Trusts
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The Company shall not be bound by
or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or
(except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute
right to the entirety thereof in the holder.
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13.1
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The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not)
registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with
the Company (whether presently payable or not) by such Member or their estate, either alone or jointly with any other person, whether
a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this
Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s
lien on a Share shall also extend to any amount payable in respect of that Share.
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13.2
|
The Company may sell, in such manner as the Directors think fit, any Shares on which the Company
has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within 14 clear days after notice
has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of
the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be
sold.
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13.3
|
To give effect to any such sale the Directors may authorise any person to execute an instrument
of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or their nominee shall
be registered as the holder of the Shares comprised in any such transfer, and they shall not be bound to see to the application
of the purchase money, nor shall their title to the Shares be affected by any irregularity or invalidity in the sale or the exercise
of the Company’s power of sale under the Articles.
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13.4
|
The net proceeds of such sale after payment of costs, shall be applied in payment of such part
of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums
not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the
sale.
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14.1
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Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon
the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall
(subject to receiving at least 14 clear days’ notice specifying the time or times of payment) pay to the Company at the time
or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors
may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls
made upon them notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
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14.2
|
A call shall be deemed to have been made at the time when the resolution of the Directors authorising
such call was passed.
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14.3
|
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect
thereof.
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14.4
|
If a call remains unpaid after it has become due and payable, the person from whom it is due shall
pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine
(and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive
payment of the interest or expenses wholly or in part.
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14.5
|
An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on
account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions
of the Articles shall apply as if that amount had become due and payable by virtue of a call.
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14.6
|
The Directors may issue Shares with different terms as to the amount and times of payment of calls,
or the interest to be paid.
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14.7
|
The Directors may, if they think fit, receive an amount from any Member willing to advance all
or any part of the monies uncalled and unpaid upon any Shares held by them, and may (until the amount would otherwise become payable)
pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
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14.8
|
No such amount paid in advance of calls shall entitle the Member paying such amount to any portion
of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such
payment, become payable.
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15.1
|
If a call or instalment of a call remains unpaid after it has become due and payable the Directors
may give to the person from whom it is due not less than 14 clear days’ notice requiring payment of the amount unpaid together
with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall
specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the
call was made will be liable to be forfeited.
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15.2
|
If the notice is not complied with, any Share in respect of which it was given may, before the
payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all
Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.
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15.3
|
A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner
as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms
as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors
may authorise some person to execute an instrument of transfer of the Share in favour of that person.
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15.4
|
A person any of whose Shares have been forfeited shall cease to be a Member in respect of them
and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to
the Company all monies which at the date of forfeiture were payable by that person to the Company in respect of those Shares together
with interest at such rate as the Directors may determine, but their liability shall cease if and when the Company shall have received
payment in full of all monies due and payable by them in respect of those Shares.
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15.5
|
A certificate in writing under the hand of one Director or Officer that a Share has been forfeited
on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the
Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the
person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if
any, nor shall their title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture,
sale or disposal of the Share.
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15.6
|
The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum
which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by
way of premium as if it had been payable by virtue of a call duly made and notified.
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16
|
Transmission of Shares
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16.1
|
If a Member dies, the survivor or survivors (where they were a joint holder), or their legal personal
representatives (where they were a sole holder), shall be the only persons recognised by the Company as having any title to the
deceased Member’s Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share,
for which they were a joint or sole holder.
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16.2
|
Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation
or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by
the Directors, elect, by a notice in writing sent by that person to the Company, either to become the holder of such Share or to
have some person nominated by them registered as the holder of such Share. If they elect to have another person registered as the
holder of such Share they shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case,
have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant
Member before their death or bankruptcy or liquidation or dissolution, as the case may be.
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16.3
|
A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages
to which they would be entitled if they were the holder of such Share. However, they shall not, before becoming a Member in respect
of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company
and the Directors may at any time give notice requiring any such person to elect either to be registered or to have some person
nominated by them be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline
or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before their death
or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied
with within ninety days of being received or deemed to be received (as determined pursuant to the Articles), the Directors may
thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until
the requirements of the notice have been complied with.
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17
|
Class B Ordinary Share Conversion
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17.1
|
The rights attaching to the Class A Shares and Class B Shares shall rank pari passu in all
respects, and the Class A Shares and Class B Shares shall vote together as a single class on all matters (subject to the Variation
of Rights of Shares Article and the Appointment and Removal of Directors Article hereof) with the exception that the holder of
a Class B Share shall have the conversion rights referred to in this Article.
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17.2
|
Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial
Conversion Ratio”) automatically on the first business day following the completion of a Business Combination.
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17.3
|
Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any
other Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related
to the consummation of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the
time of the consummation of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will
be adjusted (unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with
respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares
will equal, on an as-converted basis, in the aggregate, 20% of the sum of all Class B Shares and Class A Shares in issue upon completion
of the IPO plus all Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination
excluding any Class B Shares held by the Underwriters or any Shares or Equity-linked Securities issued, or to be issued, to any
seller in a Business Combination and any private placement warrants issued to the Sponsor or its Affiliates upon conversion of
working capital loans made to the Company.
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17.4
|
Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial
Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked
Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing
separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof.
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17.5
|
The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share
subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by share
consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the
Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a
proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares
in issue.
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17.6
|
Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article.
The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such
number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number
of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator
of which shall be the total number of Class B Shares in issue at the time of conversion.
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17.7
|
References in this Article to “converted”, “conversion” or “exchange”
shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application
of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged
at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares
to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion
shall be registered in the name of such Member or in such name as the Member may direct.
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17.8
|
Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert
into Class A Shares at a ratio that is less than one-for-one.
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18
|
Amendments of Memorandum and Articles of Association and Alteration of Capital
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18.1
|
The Company may by Ordinary Resolution:
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(a)
|
increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such
rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;
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(b)
|
consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares;
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(c)
|
convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares
of any denomination;
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(d)
|
by subdivision of its existing Shares or any of them divide the whole or any part of its share
capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
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(e)
|
cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken
or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.
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18.2
|
All new Shares created in accordance with the provisions of the preceding Article shall be subject
to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise
as the Shares in the original share capital.
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18.3
|
Subject to the provisions of the Statute, and the provisions of the Articles as regards the matters
to be dealt with by Ordinary Resolution and Article 29.4, the Company may by Special Resolution:
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(b)
|
alter or add to the Articles;
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(c)
|
alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
and
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(d)
|
reduce its share capital or any capital redemption reserve fund.
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19
|
Offices and Places of Business
|
Subject to the provisions of the Statute,
the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its
Registered Office, maintain such other offices or places of business as the Directors determine.
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20.1
|
All general meetings other than annual general meetings shall be called extraordinary general meetings.
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20.2
|
The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold
a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general
meeting shall be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors (if
any) shall be presented.
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20.3
|
The Directors board of Directors may call general meetings, and, for the avoidance of doubt, Members
shall not have the ability to call general meetings.
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20.4
|
Members seeking to bring business before the annual general meeting or to nominate candidates for
appointment as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not
less than 120 calendar days before the date of the Company’s proxy statement released to Members in connection with the previous
year’s annual general meeting or, if the Company did not hold an annual general meeting the previous year, or if the date
of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s
annual general meeting, then the deadline shall be set by the board of Directors with such deadline being a reasonable time before
the Company begins to print and send its related proxy materials.
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21
|
Notice of General Meetings
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21.1
|
At least five clear days’ notice shall be given of any general meeting. Every notice shall
specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting
and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided
that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or
not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if
it is so agreed:
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(a)
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in the case of an annual general meeting, by all of the Members entitled to attend and vote at
the meeting; and
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(b)
|
in the case of an extraordinary general meeting, by a majority in number of the Members having
a right to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right.
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21.2
|
The accidental omission to give notice of a general meeting to, or the non receipt of notice of
a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.
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22
|
Proceedings at General Meetings
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22.1
|
No business shall be transacted at any general meeting unless a quorum is present. The holders
of one-third of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its
duly authorised representative or proxy shall be a quorum.
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22.2
|
A person may participate at a general meeting by conference telephone or other communications equipment
by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a
general meeting in this manner is treated as presence in person at that meeting.
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22.3
|
A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by
or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings
(or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective
as if the resolution had been passed at a general meeting of the Company duly convened and held.
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22.4
|
If a quorum is not present within half an hour from the time appointed for the meeting to commence,
the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or
place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting to commence, the Members present shall be a quorum.
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22.5
|
The Directors may, at any time prior to the time appointed for the meeting to commence, appoint
any person to act as chairperson of a general meeting of the Company or, if the Directors do not make any such appointment, the
chairperson, if any, of the board of Directors shall preside as chairperson at such general meeting. If there is no such chairperson,
or if they shall not be present within 15 minutes after the time appointed for the meeting to commence, or is unwilling to act,
the Directors present shall elect one of their number to be chairperson of the meeting.
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22.6
|
If no Director is willing to act as chairperson or if no Director is present within 15 minutes
after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairperson of
the meeting.
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22.7
|
The chairperson may, with the consent of a meeting at which a quorum is present (and shall if so
directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at
any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
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22.8
|
When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.
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22.9
|
If, prior to a Business Combination, a notice is issued in respect of a general meeting and the
Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting
at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general
meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting
is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in
the notice of the original meeting.
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22.10
|
When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall
be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All
proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone
a general meeting which has already been postponed.
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22.11
|
A resolution put to the vote of the meeting shall be decided on a poll.
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22.12
|
A poll shall be taken as the chairperson directs, and the result of the poll shall be deemed to
be the resolution of the general meeting at which the poll was demanded.
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22.13
|
A poll demanded on the election of a chairperson or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairperson of the general
meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending
the taking of the poll.
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22.14
|
In the case of an equality of votes the chairperson shall be entitled to a second or casting vote.
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23.1
|
Subject to any rights or restrictions attached to any Shares, every Member present in any such
manner shall have one vote for every Share of which they were the holder.
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23.2
|
In the case of joint holders the vote of the senior holder who tenders a vote, whether in person
or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall
be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the
names of the holders stand in the Register of Members.
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23.3
|
A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction
in lunacy, may vote by their committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that
court, and any such committee, receiver, curator bonis or other person may vote by proxy.
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23.4
|
No person shall be entitled to vote at any general meeting unless they are registered as a Member
on the record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paid.
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23.5
|
No objection shall be raised as to the qualification of any voter except at the general meeting
or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall
be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson whose decision shall
be final and conclusive.
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23.6
|
Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural
person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or
more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify
the number of Shares in respect of which each proxy is entitled to exercise the related votes.
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|
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23.7
|
A Member holding more than one Share need not cast the votes in respect of their Shares in the
same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or
abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy
appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either
for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.
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|
24.1
|
The instrument appointing a proxy shall be in writing and shall be executed under the hand of the
appointor or of their attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under
the hand of its duly authorised representative. A proxy need not be a Member.
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|
24.2
|
The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument
of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place
and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy
relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors
in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing
a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting
or adjourned meeting to commence at which the person named in the instrument proposes to vote.
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|
|
24.3
|
The chairperson may in any event at their discretion declare that an instrument of proxy shall
be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been
declared to have been duly deposited by the chairperson, shall be invalid.
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|
|
24.4
|
The instrument appointing a proxy may be in any usual or common form (or such other form as the
Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked.
An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
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|
|
24.5
|
Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding
the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed,
or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation
or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting
at which it is sought to use the proxy.
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|
|
25.1
|
Any corporation or other non-natural person which is a Member may in accordance with its constitutional
documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as
it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised
shall be entitled to exercise the same powers on behalf of the corporation which they represent as the corporation could exercise
if it were an individual Member.
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25.2
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If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such
persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided
that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised.
Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence
of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such
person was the registered holder of such Shares held by the Clearing House (or its nominee(s)).
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26
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Shares that May Not be Voted
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Shares in the Company that are beneficially
owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total
number of outstanding Shares at any given time.
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27.1
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There shall be a board of Directors consisting of not less than one person provided however that
the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.
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27.2
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Commencing at the Company’s first annual general meeting, and at each annual general meeting
thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire
at the second succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise
require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors
and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies
in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the
vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the
sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their
successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation
or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall
have created such vacancy and until their successor shall have been appointed and qualified.
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28.1
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Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions
given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the
Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which
would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors
at which a quorum is present may exercise all powers exercisable by the Directors.
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28.2
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All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments
and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may
be in such manner as the Directors shall determine by resolution.
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28.3
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The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement
to any Director who has held any other salaried office or place of profit with the Company or to their surviving spouse, civil
partner or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity,
pension or allowance.
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28.4
|
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge
its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture
stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the
Company or of any third party.
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29
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Appointment and Removal of Directors
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29.1
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Prior to the consummation of a Business Combination, the Company may by Ordinary Resolution of
the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class
B Shares remove any Director. For the avoidance of doubt, prior to the consummation of a Business Combination, holders of Class
A Shares shall have no right to vote on the appointment or removal of any Director.
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29.2
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The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional
Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with
the Articles as the maximum number of Directors.
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29.3
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After the consummation of a Business Combination, the Company may by Ordinary Resolution appoint
any person to be a Director or may by Ordinary Resolution remove any Director.
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29.4
|
Prior to the consummation of a Business Combination, Article 29.1 may only be amended by a Special
Resolution passed by at least 90% of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by
proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been
given, or by way of unanimous written resolution.
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30
|
Vacation of Office of Director
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The office of a Director shall be
vacated if:
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(a)
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the Director gives notice in writing to the Company that they resign the office of Director; or
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(b)
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the Director is absent (for the avoidance of doubt, without being represented by proxy) from three
consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution
that they have by reason of such absence vacated office; or
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(c)
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the Director dies, becomes bankrupt or makes any arrangement or composition with their creditors
generally; or
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(d)
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the Director is found to be or becomes of unsound mind; or
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(e)
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all of the other Directors (being not less than two in number) determine that they should be removed
as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held
in accordance with the Articles or by a resolution in writing signed by all of the other Directors.
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31
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Proceedings of Directors
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31.1
|
The quorum for the transaction of the business of the Directors may be fixed by the Directors,
and unless so fixed shall be a majority of the Directors then in office.
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31.2
|
Subject to the provisions of the Articles, the Directors may regulate their proceedings as they
think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairperson
shall have a second or casting vote.
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31.3
|
A person may participate in a meeting of the Directors or any committee of Directors by conference
telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with
each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting.
Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairperson is located
at the start of the meeting.
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31.4
|
A resolution in writing (in one or more counterparts) signed by all the Directors or all the members
of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation
of office by any Director, all of the Directors other than the Director who is the subject of such resolution shall be as valid
and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened
and held.
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31.5
|
A Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors
by at least two days’ notice in writing to every Director which notice shall set forth the general nature of the business
to be considered unless notice is waived by all the Directors either at, before or after the meeting is held. To any such notice
of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members
shall apply mutatis mutandis.
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31.6
|
The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding
any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles
as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors
to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
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31.7
|
The Directors may elect a chairperson of their board and determine the period for which they are
to hold office; but if no such chairperson is elected, or if at any meeting the chairperson is not present within five minutes
after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairperson of
the meeting.
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31.8
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All acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding
that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them
were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been
duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as
the case may be.
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31.9
|
A Director may be represented at any meetings of the board of Directors by a proxy appointed in
writing by them. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that
of the appointing Director.
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A Director who is present at a meeting
of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken
unless their dissent shall be entered in the minutes of the meeting or unless they shall file their written dissent from such action
with the person acting as the chairperson or secretary of the meeting before the adjournment thereof or shall forward such dissent
by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favour of such action.
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33.1
|
A Director may hold any other office or place of profit under the Company (other than the office
of Auditor) in conjunction with their office of Director for such period and on such terms as to remuneration and otherwise as
the Directors may determine.
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33.2
|
A Director may act on their own or by, through or on behalf of their firm in a professional capacity
for the Company and they or their firm shall be entitled to remuneration for professional services as if they were not a Director.
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33.3
|
A Director may be or become a director or other officer of or otherwise interested in any company
promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such
Director shall be accountable to the Company for any remuneration or other benefits received by them as a director or officer of,
or from their interest in, such other company.
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33.4
|
No person shall be disqualified from the office of Director or prevented by such office from contracting
with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered
into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall
any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in
connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby
established. A Director shall be at liberty to vote in respect of any contract or transaction in which they are interested provided
that the nature of the interest of any Director in any such contract or transaction shall be disclosed by them at or prior to its
consideration and any vote thereon.
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33.5
|
A general notice that a Director is a shareholder, director, officer or employee of any specified
firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure
for the purposes of voting on a resolution in respect of a contract or transaction in which they have an interest, and after such
general notice it shall not be necessary to give special notice relating to any particular transaction.
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The Directors shall cause minutes
to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings
of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names
of the Directors present at each meeting.
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35
|
Delegation of Directors’ Powers
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35.1
|
The Directors may delegate any of their powers, authorities and discretions, including the power
to sub-delegate, to any committee consisting of one or more Directors (including, without limitation, the Audit Committee, the
Compensation Committee and the Nominating Committee). Any such delegation may be made subject to any conditions the Directors may
impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by
the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating
the proceedings of Directors, so far as they are capable of applying.
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35.2
|
The Directors may establish any committees, local boards or agencies or appoint any person to be
a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local
boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally
with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any
such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the
proceedings of Directors, so far as they are capable of applying.
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35.3
|
The Directors may adopt formal written charters for committees. Each of these committees shall
be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such
powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock
Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable
Law. Each of the Audit Committee, the Compensation Committee and the Nominating Committee, if established, shall consist of such
number of Directors as the Directors shall from time to time determine (or such minimum number as may be required from time to
time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
regulatory authority or otherwise under Applicable Law).
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35.4
|
The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company
on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and
may be revoked by the Directors at any time.
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35.5
|
The Directors may by power of attorney or otherwise appoint any company, firm, person or body of
persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for
such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under
the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other
appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised
signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or
any of the powers, authorities and discretions vested in them.
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35.6
|
The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration
and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless
otherwise specified in the terms of their appointment an Officer may be removed by resolution of the Directors or Members. An Officer
may vacate their office at any time if they give notice in writing to the Company that they resign their office.
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36
|
No Minimum Shareholding
|
The Company in general meeting may
fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a
Director is not required to hold Shares.
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|
37
|
Remuneration of Directors
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|
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37.1
|
The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors
shall determine, provided that no cash remuneration shall be paid to any Director by the Company prior to the consummation of a
Business Combination. The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled
to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of
Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares
or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a
Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of
one such method and partly the other.
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|
37.2
|
The Directors may by resolution approve additional remuneration to any Director for any services
which in the opinion of the Directors go beyond that Director’s ordinary routine work as a Director. Any fees paid to a Director
who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition
to their remuneration as a Director.
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|
38.1
|
The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the
authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has
been affixed shall be signed by at least one person who shall be either a Director or some Officer or other person appointed by
the Directors for the purpose.
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38.2
|
The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal
or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition
on its face of the name of every place where it is to be used.
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38.3
|
A Director or Officer, representative or attorney of the Company may without further authority
of the Directors affix the Seal over their signature alone to any document of the Company required to be authenticated by them
under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
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39
|
Dividends, Distributions and Reserve
|
|
|
39.1
|
Subject to the Statute and this Article and except as otherwise provided by the rights attached
to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the
Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be
an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically
state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised
or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.
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|
|
39.2
|
Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions
shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall
rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
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|
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39.3
|
The Directors may deduct from any Dividend or other distribution payable to any Member all sums
of money (if any) then payable by that Director to the Company on account of calls or otherwise.
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|
39.4
|
The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the
distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities
of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors
may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution
of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of
the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner
as may seem expedient to the Directors.
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|
39.5
|
Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions
may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required
and how any costs involved are to be met.
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|
|
39.6
|
The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums
as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of
the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
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|
|
39.7
|
Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares
may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of
the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members
or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall
be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts
for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.
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|
|
39.8
|
No Dividend or other distribution shall bear interest against the Company.
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|
|
39.9
|
Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed
after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors,
be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in
respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other
distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes
payable shall be forfeited and shall revert to the Company.
|
The Directors may at any time capitalise
any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and
capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution;
appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same
been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full
unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such
event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors
to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby
the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise
any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation
and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such
Members and the Company.
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|
41.1
|
The Directors shall cause proper books of account (including, where applicable, material underlying
documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company
and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and
the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date
on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary
to give a true and fair view of the state of the Company’s affairs and to explain its transactions.
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|
41.2
|
The Directors shall determine whether and to what extent and at what times and places and under
what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members
not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of
the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.
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|
|
41.3
|
The Directors may cause to be prepared and to be laid before the Company in general meeting profit
and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
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|
|
42.1
|
The Directors may appoint an Auditor of the Company who shall hold office on such terms as the
Directors determine.
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|
|
42.2
|
Without prejudice to the freedom of the Directors to establish any other
committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required
by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
regulatory authority or otherwise under Applicable Law, the Directors shall establish and maintain an
Audit Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and assess
the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall
comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any
other competent regulatory authority or otherwise under Applicable Law.
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|
|
42.3
|
If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange,
the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit
Committee for the review and approval of potential conflicts of interest.
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|
|
42.4
|
The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
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|
|
42.5
|
If the office of Auditor becomes vacant by resignation or death of the
Auditor, or by their becoming incapable of acting by reason of illness or other disability at a time when their services are required,
the Directors shall fill the vacancy and determine the remuneration of such Auditor.
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|
|
42.6
|
Every Auditor of the Company shall have a right of access at all times to the books and accounts
and vouchers of the Company and shall be entitled to require from the Directors and Officers such information and explanation as
may be necessary for the performance of the duties of the Auditor.
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|
|
42.7
|
Auditors shall, if so required by the Directors, make a report on the accounts of the Company during
their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered
with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment
in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during
their term of office, upon request of the Directors or any general meeting of the Members.
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|
|
42.8
|
At least one member of the Audit Committee shall be an “audit committee financial expert”
as determined by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any
other competent regulatory authority or otherwise under Applicable Law. The “audit committee financial expert” shall
have such past employment experience in finance or accounting, requisite professional certification in accounting, or any other
comparable experience or background which results in the individual’s financial sophistication.
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|
|
43.1
|
Notices shall be in writing and may be given by the Company to any Member either personally or
by sending it by courier, post, telex, fax or email to such Member or to such Member’s address as shown in the Register of
Members (or where the notice is given by email by sending it to the email address provided by such Member). Notice may also be
served by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or by placing it on the Company’s Website.
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|
|
43.2
|
Where a notice is sent by:
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|
|
(a)
|
courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier
company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following
the day on which the notice was delivered to the courier;
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|
|
(b)
|
post; service of the notice shall be deemed to be effected by properly addressing, pre paying and
posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or
Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted;
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|
|
(c)
|
cable, telex or fax; service of the notice shall be deemed to be effected by properly addressing
and sending such notice and shall be deemed to have been received on the same day that it was transmitted;
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|
|
(d)
|
email or other Electronic Communication; service of the notice shall be deemed to be effected by
transmitting the email to the email address provided by the intended recipient and shall be deemed to have been received on the
same day that it was sent, and it shall not be necessary for the receipt of the email to be acknowledged by the recipient; and
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|
|
(e)
|
placing it on the Company’s Website; service of the notice shall be deemed to have been effected
one hour after the notice or document was placed on the Company’s Website.
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43.3
|
A notice may be given by the Company to the person or persons which the Company has been advised
are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which
are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased,
or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so
entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death
or bankruptcy had not occurred.
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43.4
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Notice of every general meeting shall be given in any manner authorised by the Articles to every
holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of
joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person
upon whom the ownership of a Share devolves because they are a legal personal representative or a trustee in bankruptcy of a Member
where the Member but for their death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall
be entitled to receive notices of general meetings.
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44.1
|
If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction
of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares,
in a winding up:
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|
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(a)
|
if the assets available for distribution amongst the Members shall be insufficient to repay the
whole of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall
be borne by the Members in proportion to the par value of the Shares held by them; or
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|
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(b)
|
if the assets available for distribution amongst the Members shall be more than sufficient to repay
the whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst
the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction
from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
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|
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44.2
|
If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares
and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the
Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind
or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees
upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member
shall be compelled to accept any asset upon which there is a liability.
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|
|
45
|
Indemnity and Insurance
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|
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45.1
|
Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the
Company), together with every former Director and former Officer (each an “Indemnified Person”) shall be indemnified
out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including
legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions
other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default. No
Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or
indirect) of the carrying out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful
default of such Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect or wilful default under
this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.
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45.2
|
The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other
costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified
Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person
shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final
adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined
by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to
such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and
any advancement shall be returned to the Company (without interest) by the Indemnified Person.
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|
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45.3
|
The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of
any Director or Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect
of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.
|
Unless the Directors otherwise prescribe,
the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin
on 1st January in each year.
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47
|
Transfer by Way of Continuation
|
If the Company is exempted as defined
in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power
to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be
deregistered in the Cayman Islands.
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48
|
Mergers and Consolidations
|
The Company shall
have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms
as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.
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49.1
|
Notwithstanding any other provision of the Articles, this Article shall apply during the period
commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination
and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any
other Articles, the provisions of this Article shall prevail.
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49.2
|
Prior to the consummation of a Business Combination, the Company shall either:
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|
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(a)
|
submit such Business Combination to its Members for approval; or
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|
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(b)
|
provide Members with the opportunity to have their Shares repurchased by means of a tender offer
for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated
as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account
(net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not
repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 upon
consummation of such Business Combination. Such obligation to repurchase Shares is subject to the completion of the proposed Business
Combination to which it relates.
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49.3
|
If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the
Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange
Commission prior to completing such Business Combination which contain substantially the same financial and other information about
such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively,
the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction
with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file
proxy materials with the Securities and Exchange Commission.
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|
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49.4
|
At a general meeting called for the purposes of approving a Business Combination pursuant to this
Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate
such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net
tangible assets of at least US$[5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset
or cash requirement that may be contained in the agreement relating to, such Business Combination.
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|
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49.5
|
Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at
least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash,
in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”),
provided that no such Member acting together with any Affiliate of their or any other person with whom they are acting in concert
or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares
may exercise this redemption right with respect to more than 15% of the Public Shares in the aggregate without the prior consent
of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised
must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If
so demanded, the Company shall pay any such redeeming Member, regardless of whether they are voting for or against such proposed
Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust
Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on
the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided
by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”),
but only in the event that the applicable proposed Business Combination is approved and in connection with its consummation. The
Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following
such redemptions (the “Redemption Limitation”).
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|
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49.6
|
A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors
determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
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|
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49.7
|
In the event that the Company does not consummate
a Business Combination within (12 months from the consummation of the IPO (or up to 18 months if such date is extended as described in the prospectus relating to the
IPO) or such later time as the Members may approve in accordance with the Articles, the Company shall:
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|
|
(a)
|
cease all operations except for the purpose of winding up;
|
|
|
(b)
|
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public
Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000
of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely
extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any);
and
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|
|
(c)
|
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining Members and the Directors, liquidate and dissolve,
|
subject in each
case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
|
|
49.8
|
In the event that any amendment is made to the Articles:
|
|
|
(a)
|
to modify the substance or timing of the Company’s obligation to allow redemption in connection
with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination within
the Completion Window, or such later time as the Members may approve in accordance with the Articles; or
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|
|
(b)
|
with respect to any other provision relating to Members’ rights or pre-Business Combination
activity,
|
each holder of Public
Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares
upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such
redemption in this Article is subject to the Redemption Limitation.
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49.9
|
A holder of Public Shares shall be entitled to receive distributions from the Trust Account only
in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution
of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest
of any kind in the Trust Account.
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|
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49.10
|
After the issue of Public Shares, and prior to the consummation of a Business Combination, the
Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
|
|
|
(a)
|
receive funds from the Trust Account; or
|
|
|
(b)
|
vote as a class with Public Shares on a Business Combination.
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|
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49.11
|
A Director may vote in respect of a Business Combination in which such Director has a conflict
of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict
to the other Directors.
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|
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49.12
|
As long as the securities of the Company are listed on the Nasdaq Global Market, the Company must
complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust
Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time
of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not
be effectuated with another blank cheque company or a similar company with nominal operations.
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49.13
|
The Company may enter into a Business Combination with a target business that is Affiliated with
the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target
that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors,
will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders
fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial
Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a
financial point of view.
|
Each Tax Filing Authorised Person
and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4,
W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental
authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and
such other tax forms as may be approved from time to time by any Director or Officer. The Company further ratifies and approves
any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles.
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51
|
Business Opportunities
|
|
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51.1
|
To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer
(“Management”) shall have any duty, except and to the extent expressly assumed by contract, to refrain from
engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest
extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an
opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for Management, on the
one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by
Applicable Law, Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not
be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason
of the fact that such party pursues or acquires such corporate opportunity for itself or themself, directs such corporate opportunity
to another person, or does not communicate information regarding such corporate opportunity to the Company.
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|
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51.2
|
Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy
of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate
opportunity for both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires
knowledge.
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|
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51.3
|
To the extent a court might hold that the conduct of any activity related to a corporate opportunity
that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest
extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the
fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future
and that have been conducted in the past.
|
Exhibit 4.1
|
NUMBER
|
|
UNITS
|
|
U-
|
|
|
|
SEE
REVERSE FOR
|
COUNTER
PRESS ACQUISITION CORPORATION
|
|
CERTAIN
DEFINITIONS
CUSIP G2542B109
UNITS CONSISTING
OF ONE CLASS A ORDINARY SHARE AND ONE-HALF WARRANT,
EACH WARRANT
ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE
THIS CERTIFIES THAT ________________________________________________________________________
is the owner of ____________________________________________________________________________
Units.
Each Unit (“Unit”) consists
of one (1) Class A ordinary share, par value $0.0001 per share (“Class A ordinary shares”), of Counter Press
Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and one-half of one redeemable
warrant (“Warrant”). Each Warrant entitles the holder to purchase one (1) Class A ordinary share for $11.50
per share, subject to adjustment. Each Warrant will become exercisable thirty (30) days after the Company’s completion of a merger,
amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more
businesses (each a “Business Combination”), and will expire unless exercised before 5:00 p.m., New York City
Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon
redemption or liquidation. The Class A ordinary shares and Warrants comprising the Units represented by this certificate will begin separate
trading on [●] unless BTIG, LLC and EarlyBirdCapital, Inc. elects to allow earlier separate trading, subject to the Company’s
filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the
Company’s receipt of the gross proceeds of its initial public offering and issuing a press release announcing when separate trading
will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of [●], 2022, between the Company and
Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all
of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on
file at the office of the Warrant Agent at One State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder
on written request and without cost.
This certificate
is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall be governed
by and construed in accordance with the internal laws of the State of New York. Witness the facsimile signatures of its duly authorized
officers.
|
By:
|
|
|
|
|
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|
|
Chief
Executive Officer
|
|
Counter Press Acquisition Corporation
The Company will furnish without charge to
each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or
other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.
The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:
|
TEN
COM
|
–
|
as
tenants in common
|
UNIF
GIFT MIN ACT –
|
Custodian
|
|
|
|
|
|
|
|
TEN
ENT
|
–
|
as
tenants by the entireties
|
(Cust)
|
(Minor)
|
|
JT
TEN
|
–
|
as
joint tenants with right of survivorship and not as tenants in common
|
under
Uniform Gifts to Minors
|
|
|
|
|
|
|
|
|
|
|
|
Act
_________________
|
|
|
|
|
(State)
|
Additional abbreviations may also be used though
not in the above list.
For value received, hereby sell,
assign and transfer unto
|
PLEASE
INSERT SOCIAL SECURITY OR OTHER
|
|
|
|
IDENTIFYING
NUMBER OF ASSIGNEE
|
|
|
|
|
|
|
|
|
|
|
(PLEASE PRINT
OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
Units
represented by the within Certificate, and do hereby irrevocably
constitute and appoint
Attorney to transfer the said Units on the
register of members of the within named Company with full power of substitution in the premises.
Dated:
|
|
Notice:
|
The
signature to this assignment must correspond with the name as written upon the face of the certificate in every particular,
without alteration or enlargement or any change whatever.
|
|
|
|
|
Signature(s)
Guaranteed:
|
|
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED).
In each case, as more fully described in the Company’s final
prospectus dated [●], 2022, the holder(s) of this certificate shall be entitled to receive a pro rata portion of
certain funds held in the trust account established in connection with its initial public offering only in the event that (i)
the Company redeems the Class A ordinary shares sold in its initial public offering and liquidates because it does not consummate
an initial business combination by a date calculated by reference to the Company’s amended and restated memorandum and articles
of association, (ii) the Company redeems the Class A ordinary shares sold in its initial public offering in connection with a
shareholder vote to amend the Company’s amended and restated memorandum and articles of association (a) to modify the substance
or timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does not consummate an initial
business combination by a date calculated by reference to the Company’s amended and restated memorandum and articles of
association or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination
activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A ordinary shares in connection
with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial
business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the
holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.2
COUNTER PRESS
ACQUISITION CORPORATION
INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS
CLASS A ORDINARY
SHARES
SEE REVERSE
FOR
CERTAIN DEFINITIONS
This Certifies that is the owner of CUSIP G2542B117
FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES
OF THE PAR VALUE OF US$0.0001 EACH OF
COUNTER PRESS
ACQUISITION CORPORATION
(THE “COMPANY”)
transferable
on the register of members of the Company in person or by duly authorized attorney upon surrender of this certificate properly
endorsed.
The Company
will be forced to redeem all of its Class A ordinary shares if it is unable to complete a business combination by a date calculated
by reference to the Company’s amended and restated memorandum and articles of association, all as more fully described in
the Company’s final prospectus dated [●], 2022.
This certificate
is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the
facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
Dated:
The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:
|
TEN
– COM
|
as
tenants in common
|
UNIF
GIFT MIN ACT – Custodian
|
|
|
|
|
|
TEN – ENT
|
as
tenants by the entireties
|
|
(Cust)
|
(Minor)
|
|
|
|
|
|
|
|
JT TEN –
|
as
joint tenants with right of survivorship and not as tenants in common
|
|
under
Uniform Gifts to Minors
|
|
|
|
|
|
|
|
|
|
|
Act_________________
|
|
|
|
|
(State)
|
Additional abbreviations
may also be used though not in the above list.
COUNTER PRESS
ACQUISITION CORPORATION
The Company will furnish without charge to
each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights
of each class of shares thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or
rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the amended
and restated memorandum and articles of association and all amendments thereto and resolutions of the Company’s Board of
Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of
which the holder of this certificate by acceptance hereof assents.
For value received, hereby sell, assign
and transfer unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE(S))
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))
shares
represented by the within Certificate, and does hereby irrevocably
constitute and appoint
_________________________________________________________________________________________
Attorney to transfer the said shares on
the register of members of the within named Company with full power of substitution in the premises.
Dated:
|
|
Notice:
|
The
signature to this assignment must correspond with the name as written upon the face of the certificate in every particular
without alteration or enlargement or any change whatever.
|
Signature(s) Guaranteed:
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15) (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED).
In each case, as more fully described in the
Company’s final prospectus dated [●], 2022, the holder(s) of this certificate shall be entitled to receive
a pro rata portion of certain funds held in the trust account established in connection with its initial public offering only
in the event that (i) the Company redeems the Class A ordinary shares sold in its initial public offering and liquidates because
it does not consummate an initial business combination by a date calculated by reference to the Company’s amended and restated
memorandum and articles of association, (ii) the Company redeems the Class A ordinary shares sold in its initial public offering
in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
(a) to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does
not consummate an initial business combination by a date calculated by reference to the Company’s amended and restated memorandum
and articles of association or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business
combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A ordinary shares
in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed
initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances
shall the holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.3
[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
COUNTER PRESS ACQUISITION CORPORATION
Incorporated Under the Laws of the Cayman
Islands
CUSIP G2542B125
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 Class A ordinary shares, $0.0001 par value (“Class A ordinary
shares”), of Counter Press Acquisition Corporation, a Cayman Islands exempted company (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 non-assessable Class A ordinary shares 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 Warrant is initially exercisable for one
fully paid and non-assessable Class A ordinary share. No fractional shares will be issued upon exercise of any Warrant. If, upon
the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Class A ordinary share, the Company
will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the Warrant holder.
The number of Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement.
The initial Exercise Price per one Class A
ordinary share for any Warrant is equal to $11.50 per 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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COUNTER
PRESS ACQUISITION CORPORATION
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By:
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Name:
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Title:
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CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
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By:
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Name:
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Title:
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[Form of Warrant
Certificate]
[Reverse]
The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A ordinary shares and are issued
or to be issued pursuant to a Warrant Agreement dated as of [●], 2022 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained
by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein
shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed,
together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.
Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the issuance of the Class A ordinary shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the Class A ordinary shares is current, except through “cashless exercise” as
provided for in the Warrant Agreement.
The Warrant Agreement provides that upon the
occurrence of certain events the number of Class A ordinary shares issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to
receive a fractional interest in a Class A ordinary share, the Company shall, upon exercise, round down to the nearest whole number
of Class A ordinary shares to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in
the aggregate a like number of Warrants.
Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed
in connection therewith.
The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
Election to
Purchase
(To Be Executed
Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, to receive Class A ordinary shares and herewith tenders payment for
such Class A ordinary shares to the order of Counter Press Acquisition Corporation (the “Company”) in
the amount of $[●] in accordance with the terms hereof. The undersigned requests that a certificate for such Class
A ordinary shares be registered in the name of [●], whose address is [●] and that such Class A ordinary
shares be delivered to [●] whose address is [●]. If said number of Class A ordinary shares is less than
all of the Class A ordinary shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Class A ordinary shares be registered in the name of [●], whose address is [●]
and that such Warrant Certificate be delivered to [●], whose address is [●].
In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6.3 of the Warrant Agreement, the number of Class A ordinary shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.
In the event that the Warrant is a Private
Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant
Agreement, the number of Class A ordinary shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.
In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class A ordinary shares
that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Class A ordinary shares that this Warrant
is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless
exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Class A
ordinary shares. If said number of shares is less than all of the Class A ordinary shares purchasable hereunder (after giving effect
to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class
A ordinary shares be registered in the name of [●], whose address is [●] and that such Warrant Certificate
be delivered to [●], whose address is [●].
[Signature Page
Follows]
Date: [●], 2022
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(Signature)
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(Address)
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(Tax
Identification Number)
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED).
Exhibit 4.4
WARRANT AGREEMENT
between
COUNTER PRESS ACQUISITION CORPORATION
and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
THIS WARRANT AGREEMENT
(this “Agreement”) is made as of [●], 2022, between Counter Press Acquisition Corporation, a Cayman
Islands exempted company, with offices at 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 (“Company”), and
Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor,
New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer
Agent”).
WHEREAS, the Company is engaged
in an initial public offering (“Public Offering”) of up to 7,500,000 units of the Company’s equity securities
(or up to 8,625,000 units if the Over-allotment Option (as defined below) is exercised in full), each such unit comprised of one Class
A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable
Public Warrant (as defined below) (the “Units”), and, in connection therewith, has determined to issue and deliver
up to 3,750,000 warrants (or up to 4,312,500 warrants if the Over-allotment Option is exercised in full) to public investors in the Public
Offering (the “Public Warrants”); and
WHEREAS, the Company has entered
into that certain Private Units Purchase Agreement (the “Sponsor Placement Units Purchase Agreement”) with Counter
Press Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed
to purchase an aggregate of 400,000 warrants (or up to 436,416 warrants if the Over-allotment Option is exercised in full) simultaneously
with the closing of the Public Offering bearing the legend set forth in Exhibit B hereto (the “Sponsor Private
Warrants”) at a purchase price of $10.00 per Private Warrant; and
WHEREAS, simultaneously with
entering into the Sponsor Placement Units Purchase Agreement and in connection with the Public Offering, the Company entered into those
certain Private Units Purchase Agreements, dated as of [●], 2022, with each of BTIG, LLC (“BTIG”) and EarlyBirdCapital,
Inc. (“EarlyBirdCapital”), pursuant to which BTIG and EarlyBirdCapital agreed to purchase, simultaneously with the
closing of the Public Offering, an aggregate of 32,500 Units (or up to 35,459 Units if the Over-allotment Option is exercised in full)
at a purchase price if $10.00 per Unit. Each Unit is comprised of one Class A ordinary share and one-half of one redeemable warrant bearing
the legend set forth in Exhibit B hereto (the “BTIG and EarlyBirdCapital Private Warrants” and, together with
the Sponsor Private Warrants, the “Private Warrants”). The Private Warrants entitles the holder thereof to purchase
one Class A ordinary share (as defined below) at a price of $11.50 per share, subject to adjustment, terms and limitations as described
herein; and
WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or
an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the Company funds as
the Company may require, of which up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant
(the “Working Capital Warrants”); and
WHEREAS, the Company has filed
with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-261788 (“Registration
Statement”), and a prospectus (the “Prospectus”) for the registration, under the Securities Act of 1933,
as amended (the “Securities Act”), of the Units, the Public Warrants and the Class A Ordinary Shares included in the
Units; and
WHEREAS, following effectiveness
of the Public Offering, the Company may issue additional warrants (the “Post IPO Warrants” and, together with
the Public Warrants, Private Warrants and Working Capital Warrants, the “Warrants”) in connection with, or following
the consummation by the Company of, a Business Combination; and
WHEREAS, each whole Warrant
entitles the holder thereof to purchase one Class A Ordinary Share for $11.50 per whole Class A Ordinary Share, subject to adjustment
as described herein, and only whole Warrants are exercisable; 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 and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, obligations, duties and indemnities of the Company, the Warrant Agent, and the holders of the Warrants;
and
WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent
hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Warrants.
2.1. Form of Warrant.
Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form
of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile
signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary or other
principal officer of the Company and shall bear a facsimile of the Company’s seal. 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 such person had not ceased to serve in such capacity at the date
of issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry
Warrant Certificate”).
2.2. Effect of Countersignature.
If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant
certificate shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3. Registration.
2.3.1. Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and
the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry
Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name
of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and
the transfer of such ownership shall be effected through, records maintained by (A) the Depositary or its nominee for each Book-Entry
Warrant Certificate, or (B) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant
in its account, a “Participant”).
If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A,
with appropriate insertions, modifications and omissions, as provided above.
2.3.2. Registered Holder.
Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the
person in whose name such Warrant is then registered in the Warrant Register (the “Registered Holder”) as the
absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on the Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
2.4.
Detachability of Warrants. The Class A Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on
the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of BTIG and EarlyBirdCapital
(the “Representative”), but in no event shall the Class A Ordinary Shares and the Public Warrants comprising the Units
be separately traded until (A) the Company has filed a Current Report on Form 8-K with the SEC containing an audited balance
sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering, including the proceeds received by the Company
from the exercise by the underwriters of their right to purchase additional Units in the Public Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company
issues a press release announcing when such separate trading shall begin.
2.5.
Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised
of one Class A Ordinary Share and one-half of one Public Warrant. If, upon the detachment of Public Warrants from Units or otherwise,
a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number of Warrants
to be issued to such holder.
2.6. Private Warrants.
The Private Warrants shall be identical to the Public Warrants, except as described in Section 5.6 hereof.
2.7. Working Capital
Warrants. Each of the Working Capital Warrants shall be identical to the Private Warrants.
2.8. Post IPO Warrants.
The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may
be agreed upon by the Company.
3. Terms and Exercise
of Warrants
3.1.
Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Agreement, including, without limitation, subsection 3.3.5, to purchase from the Company the number of Class A Ordinary Shares stated
therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which Class
A Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price
at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that
the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants
and, provided further that any such reduction shall be identical among all of the Warrants.
3.2. Duration of Warrants.
A Warrant may be exercised only during the period (the “Exercise
Period”) commencing 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”)
(as described more fully in the Registration Statement) and terminating at 5:00 p.m., New York City time, on the date that is five (5)
years after the consummation of the Company’s initial Business Combination or earlier upon redemption or the liquidation of the
Company (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject
to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement.
Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6
hereof), each outstanding 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 5:00 p.m. New York City time on the Expiration Date. The Company in its
sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall
provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided
further that any such extension shall be identical in duration among all the Warrants.
3.3.
Exercise of Warrants.
3.3.1.
Payment. Subject to the provisions of the Warrant and this Agreement, including, without limitation, subsection 3.3.5, a Warrant
may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive
Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be
exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary
designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election
to Purchase”) Class A Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered
Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by
the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full Class
A Ordinary Shares as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the Class A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows:
(a) in lawful money of the United
States, by good certified check, good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available
funds;
(b) in the event of a redemption
pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require
all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number
of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the
Fair Market Value. Solely for purposes of this subsection 3.3.1(b), Section 6.3 and Section 7.4, the term “Fair Market
Value” shall mean the average reported last sale price of the Class A Ordinary Shares for the ten (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 the Warrants, pursuant to Section 6
hereof; or
(c) as provided in Section
7.4 hereof.
3.3.2.
Issuance of Shares of Class A Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and
the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to
the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Class A Ordinary Shares
to which such holder of a Warrant is entitled, registered in such name or names as may be directed by such holder of a Warrant, and if
such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number
of Class A Ordinary Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry
Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry
Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Warrant and shall
have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class
A Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Class A
Ordinary Shares upon exercise of a Warrant unless the Class A Ordinary Shares issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered
Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless,
in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for
the shares of Class A Ordinary Shares underlying such Unit. In no event shall the Company be required to net cash settle the Warrant
exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section
7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share of Class A Ordinary Shares, the Company shall round down to the
nearest whole number, the number of shares of Class A Ordinary Shares to be issued to such holder.
3.3.3.
Valid Issuance. All shares of Class A Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.
3.3.4.
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Class A Ordinary Shares
are issued shall for all purposes be deemed to have become the holder of record of such Class A Ordinary Shares on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such Class A Ordinary Shares at the opening of business on the next succeeding date on which the share transfer
books or book-entry system are open.
3.3.5.
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless the holder of the
Warrant makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates) or any “group” of which holder or such holder’s affiliates
is a member, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”)
of the Class A Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of Class A Ordinary Shares beneficially owned by such person and such person’s affiliates, or any “group”
of which such person and such person’s affiliates is a member, shall include the number of Class A Ordinary Shares issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Class A Ordinary Shares
that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person
and such person’s 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 such person’s affiliates (including, without limitation, any convertible notes,
convertible preferred stock 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”), and the applicable
regulations of the SEC. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable
regulations of the SEC, and the percentage held by such holder shall be determined in a manner consistent with the provisions of Section
13(d) of the Exchange Act. To the extent that a holder makes the election described in this subsection 3.3.5, the Warrant Agent shall
not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant unless it provides
to the Warrant Agent in its Election to Purchase, a certification that, upon after giving effect to such exercise, such person (together
with such person’s affiliates) or any “group” of which holder or such holder’s affiliates is a member, would
beneficially own in excess of the Maximum Percentage of the Class A Ordinary Shares outstanding immediately after giving effect to such
exercise as determined in accordance with this subsection 3.3.5. For purposes of the Warrant, in determining the number of outstanding
Class A Ordinary Shares, the holder may rely on the number of outstanding Class A Ordinary Shares as reflected in (1) the Company’s
most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, current report on Form 8-K or other
public filing with the 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 Transfer Agent setting forth the number of Class A Ordinary Shares outstanding. For any reason at any time, upon
the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of Class A Ordinary Shares then outstanding. In any case, the number of outstanding Class A Ordinary Shares
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and such holder’s
affiliates since the date as of which such number of outstanding Class A Ordinary Shares was reported. By written notice to the Company,
the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.
4. Adjustments.
4.1.1.
Stock Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.7 below, the number of outstanding
is increased by a stock dividend payable in Class A Ordinary Shares, or by a split up of Class A Ordinary Shares or other similar event,
then, on the effective date of such stock dividend, split up or similar event, the number of Class A Ordinary Shares issuable on exercise
of each whole Warrant shall be increased in proportion to such increase in the outstanding Class A Ordinary Shares. A rights offering
to holders of Class A Ordinary Shares entitling Warrant holders to purchase Class A Ordinary Shares at a price less than the fair market
value shall be deemed a stock dividend of a number of Class A Ordinary Shares equal to the product of (a) the number of Class A Ordinary
Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible
into or exercisable for Class A Ordinary Shares) and (b) one (1) minus the quotient of (x) the price per Class A Ordinary Share paid
in such rights offering divided by (y) the Fair Market Value (as defined below). Solely for purposes of this Section 4.1, (i) if the
rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for Class
A Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable
upon exercise or conversion and (ii) solely for the purpose of this Section 4.1, the term “Fair Market Value” means
the volume weighted average price of the Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.
4.1.2 Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of the Ordinary
Shares a dividend or make a distribution in cash, securities or other assets on account of such Ordinary Shares (or other shares into
which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below),
(c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination,
(d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a shareholder vote to amend the Company’s
amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to
provide holders of Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination
or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period
required by the Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, or (ii) with
respect to any other provision relating to the rights of holders of Ordinary Shares, (e) as a result of the repurchase of Ordinary Shares
by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval or (f) in connection
with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution
of its assets upon its liquidation (any such non-excluded event being referred to herein as an “ Extraordinary Dividend ”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by Board, in good faith) of any securities or other assets paid on each Ordinary Share
in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “ Ordinary Cash Dividends” means
any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution
to the extent it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other
subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or
to the number of Ordinary Shares issuable on exercise of each Warrant).
4.2.
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.7 hereof, the number of outstanding
Class A Ordinary Shares is decreased by a consolidation, combination, reverse stock split or reclassification of Class A Ordinary Shares
or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar
event, the number of Class A Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding Class A Ordinary Shares.
4.3.
Adjustments in Warrant Price. Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is
adjusted, as provided in Section 4.1 and Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A
Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which
shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.
4.4.
Replacement of Securities Upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class
A Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such Class A Ordinary
Shares), or in the case of any merger or consolidation of the Company with or into another entity (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
Class A Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holders of the Warrants
would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification
also results in a change in the Class A Ordinary Shares covered by Section 4.1 or 4.2, then such adjustments shall be made pursuant to
Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the
par value per share issuable upon exercise of the Warrant.
4.5.
Issuance in Connection with a Business Combination. If, in connection with the initial Business Combination, the Company (a) issues
additional Class A Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share
(with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case
of any such issuance to the Sponsor or its affiliates, without taking into account any shares of the Company’s Class A Ordinary
Shares initially purchased by the Sponsor in a private placement prior to the Public Offering (the “Founder Shares”),
held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) 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 initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),
and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants shall be adjusted (to the
nearest cent) to be equal to 115% of the greater of (i) the Market Value and (ii) the Newly Issued Price, and the Redemption Trigger
Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value and (ii)
the Newly Issued Price. Solely for purposes of this Section 4.5, the “Market Value” shall mean the volume weighted
average trading price of the Class A Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the
date of the consummation of the initial Business Combination.
4.6.
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Class A Ordinary Shares issuable upon
exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price
resulting from such adjustment and the increase or decrease, if any, in the number of Class A Ordinary Shares purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence
of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date
or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of
such event.
4.7.
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
Class A Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number the number of Class A Ordinary Shares to be issued to such holder.
4.8.
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 Class A Ordinary Shares as is stated in the Warrants
initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change
in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
4.9. Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.
For the avoidance of doubt, all adjustments made pursuant to this Section 4.9 shall be made equally to all outstanding Warrants.
5. Transfer and Exchange
of Warrants.
5.1. Registration of
Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures, properly
guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.
5.2. Procedure for Surrender
of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and
thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of
the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
except as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry
Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another
nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Warrants and
the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until
the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether
the new Warrants must also bear a restrictive legend.
5.3. Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of
a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.
5.4. Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.
5.5. Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.
5.6.
Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working
Capital Warrants until at least thirty (30) days after the consummation of the Company’s initial Business Combination, except for
transfers (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers
or directors, any members of the Sponsor, or any affiliates of the Sponsor, (ii) in the case of an individual, by gift to a member of
one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s
immediate family, an affiliate of such person or to a charitable organization, (iii) in the case of an individual, by virtue of laws
of descent and distribution upon death of any of the Company’s officers, directors, the initial shareholders or members of the
Sponsor, (iv) in the case of individual, pursuant to a qualified domestic relations order, (v) by private sales or transfers made in
connection with the consummation of an initial Business Combination at prices no greater than the price at which the securities were
originally purchased, (vi) in connection with the Company’s liquidation prior to the consummation of the Company’s initial
Business Combination, (vii) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution
of the Sponsor, or (viii) in connection with the Company’s liquidation, merger, capital stock exchange, reorganization or other
similar transaction which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities
or other property subsequent to the consummation of the Company’s initial Business Combination, in each case (except for clauses
(vi) and (viii)) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation
pursuant to which each transferee (each a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee
agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound
by.
5.7. Transfer of Warrants.
Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant
is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each
transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on and after the Detachment
Date.
6. Redemption.
6.1.
Redemption of Warrants for Cash. All, but not less than all, of the outstanding Warrants may be redeemed, at the option of the
Company, at any time while they are exercisable and prior to their expiration, at the corporate trust department of the Warrant Agent,
upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (“Redemption
Price”); provided that the last sales price of the Class A Ordinary Shares equals or exceeds $18.00 per share (subject to adjustment
in accordance with Section 4 hereof) (the “Redemption Trigger Price”), for any twenty (20) trading days
within a thirty (30) trading day period commencing after the Warrants become exercisable and ending three (3) days prior to the
date on which notice of redemption is given and provided that there is an effective registration statement covering the Class A Ordinary
Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption
Period (as defined in Section 6.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis”
pursuant to subsection 3.3.1(b) and such cashless exercise is exempt from registration under the Securities Act.
6.2. Date Fixed for,
and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1, the
Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (such period, the
“Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they
shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the Registered Holder received such notice.
6.3.
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with subsection 3.3.1(b) of this Agreement, as applicable) at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders
of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1(b), the notice of redemption
shall contain the information necessary to calculate the number of Class A Ordinary Shares to be received upon exercise of the Warrants,
including the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the
Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the
Redemption Price.
7.
Other Provisions Relating to Rights of Holders of Warrants.
7.1.
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote
or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company
or any other matter.
7.2. Lost, Stolen, Mutilated,
or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such
terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.
7.3.
Reservation of Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but
unissued Class A Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Agreement.
7.4.
Registration of Class A Ordinary Shares; Cashless Exercise at Company’s Option.
7.4.1.
Registration of the Class A Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen
(15) Business Days after the consummation of the Company’s initial Business Combination, it shall use its best efforts to file
with the SEC a registration statement registering, under the Securities Act, the issuance of the Class A Ordinary Shares issuable upon
exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the
provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the
consummation of the initial Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st
Business Day after the consummation of the initial Business Combination and ending upon such registration statement being declared effective
by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering the
Class A Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging
the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number
of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying
the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” (as such
term is defined in subsection 3.3.1(b) hereof) by (y) the Fair Market Value. The date that notice of cashless exercise is received
by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of
a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall
be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance
with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Class A Ordinary Shares issued
upon such exercise shall be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined
in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive
legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised
or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences
of this subsection 7.4.1.
7.4.2.
Cashless Exercise at Company’s Option. If the Class A Ordinary Shares are at the time of any exercise of a Warrant not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of
the Securities Act (or any successor rule), the Company may, at its option, require holders to exercise their Warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (i)
in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the
registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything
in this Agreement to the contrary or (ii) if the Company does not so elect, the Company agrees to use its best efforts to register or
qualify for sale the Class A Ordinary Shares issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence
of the exercising Public Warrant holder to the extent an exemption is not available.
8. Concerning the Warrant
Agent and Other Matters.
8.1.
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Class A Ordinary Shares upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such Class A Ordinary Shares.
8.2. Resignation, Consolidation,
or Merger of Warrant Agent.
8.2.1. Appointment of
Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the corporate
trust department of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint
in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a
period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or
by the holder of a Warrant (who shall, with such notice, submit such holder’s Warrant for inspection by the Company), then the
holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of
a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be
vested with all the authority, powers, rights, indemnities, 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, indemnities,
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 Class A Ordinary Shares 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.
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 shall, pursuant
to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may
reasonably incur in the execution of its duties hereunder.
8.3.2. Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered
all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.
8.4. Liability of Warrant
Agent.
8.4.1. Reliance on Company
Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Secretary or Chairman of
the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken
or suffered in good faith by it pursuant to the provisions of this Agreement.
8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
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 fraud, 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). The Warrant Agent shall not be responsible for any breach
by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any Class A Ordinary Shares to be issued pursuant
to this Agreement or any Warrant or as to whether any Class A Ordinary Shares shall, 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 Class A
Ordinary Shares through the exercise of the Warrants.
8.6. Waiver. The
Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or
to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any
and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.
9. Miscellaneous Provisions.
9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.
9.2. Notices. Any
notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:
Counter Press Acquisition Corporation
1981 Marcus Avenue, Suite 227
Lake Success, NY 11042
Attention: Chief Financial Officer
Any notice, statement or
demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent
shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Compliance Department
with a copy in each case to:
BTIG, LLC
66 East 55th Street
New York, New York 10022
Attn.: Paul Wood
Email: pwood@btig.com
and
EARLYBIRDCAPITAL, INC.
366 Madison Avenue
New York, New York 10017
Attn.: Mike Powell
Email: mpowell@ebcap.com
9.3. Applicable Law and
Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such jurisdiction and
that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph shall not apply
to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum.
Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions
in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in
a court other than a court located within the State of New York or the United States District Court for the Southern District of
New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
9.4. Persons Having Rights
Under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other
than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and
assigns and of the Registered Holders of the Warrants.
9.5. Examination of the
Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the corporate trust department of
the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.
9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
9.7. Effect of Headings.
The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.
9.8. Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing
any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants
and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein,
or (ii) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties
may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All
other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall
require the written consent or vote of a majority of the Registered Holders of the then outstanding Public Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and
3.2, respectively, without the consent of the Registered Holders. The provisions of this Section 9.8 may not be modified, amended
or deleted without the prior written consent of the Representative.
9.9. Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Exhibit A Form of Warrant Certificate
Exhibit B Legend
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.
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COUNTER
PRESS ACQUISITION CORPORATION
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By:
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Name:
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant
Agent
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By:
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Name:
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Title:
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[Signature
Page to 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
COUNTER PRESS ACQUISITION
CORPORATION
Incorporated Under the Laws of the Cayman
Islands
CUSIP G2542B125
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 Class A ordinary shares, $0.0001 par value (“Class A ordinary
shares”), of Counter Press Acquisition Corporation, a Cayman Islands exempted company (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 non-assessable Class A ordinary shares 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 Warrant is initially exercisable for one
fully paid and non-assessable Class A ordinary share. No fractional shares will be issued upon exercise of any Warrant. If, upon
the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Class A ordinary share, the Company
will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the Warrant holder.
The number of Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement.
The initial Exercise Price per one Class A
ordinary share for any Warrant is equal to $11.50 per 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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COUNTER
PRESS ACQUISITION CORPORATION
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By:
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Name:
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT
AGENT
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By:
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Name:
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Title:
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[Form of Warrant
Certificate]
[Reverse]
The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A ordinary shares and are issued
or to be issued pursuant to a Warrant Agreement dated as of [●], 2022 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a
part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained
by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein
shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed,
together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.
Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the issuance of the Class A ordinary shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the Class A ordinary shares is current, except through “cashless exercise” as provided
for in the Warrant Agreement.
The Warrant Agreement provides that upon the
occurrence of certain events the number of Class A ordinary shares issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to
receive a fractional interest in a Class A ordinary
share, the Company shall, upon exercise, round
down to the nearest whole number of Class A ordinary shares to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in
the aggregate a like number of Warrants.
Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed
in connection therewith.
The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
Election to
Purchase
(To Be Executed
Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, to receive Class A ordinary shares and herewith tenders payment for
such Class A ordinary shares to the order of Counter Press Acquisition Corporation (the “Company”) in the
amount of $[●] in accordance with the terms hereof. The undersigned requests that a certificate for such Class A ordinary
shares be registered in the name of [●], whose address is [●] and that such Class A ordinary shares be
delivered to [●] whose address is [●]. If said number of Class A ordinary shares is less than all of
the Class A ordinary shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining
balance of such Class A ordinary shares be registered in the name of [●], whose address is [●] and that
such Warrant Certificate be delivered to [●], whose address is [●].
In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6.3 of the Warrant Agreement, the number of Class A ordinary shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.
In the event that the Warrant is a Private
Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant
Agreement, the number of Class A ordinary shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.
In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class A ordinary shares
that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Class A ordinary shares that this
Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive
Class A ordinary shares. If said number of shares is less than all of the Class A ordinary shares purchasable hereunder (after
giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance
of such Class A ordinary shares be registered in the name of [●], whose address is [●] and that such
Warrant Certificate be delivered to [●], whose address is [●].
[Signature Page
Follows]
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Date: [●],
2022
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(Signature)
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(Address)
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(Tax Identification Number)
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Signature Guaranteed:
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
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 COUNTER PRESS ACQUISTION CORPORATION (THE “COMPANY”), COUNTER PRESS SPONSOR LLC AND THE OTHER PARTIES THERETO,
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE
UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN)
EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT
TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED HEREBY AND CLASS A ORDINARY SHARES OF THE COMPANY
ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED
BY THE COMPANY.”
B-1
Exhibit 5.1
Our ref JDA/789171-000001/68948346v5
Counter Press Acquisition Corporation
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
27 January 2022
Counter Press Acquisition Corporation
We have acted as counsel as to Cayman Islands
law to Counter Press Acquisition Corporation (the “Company”) in connection with the Company’s registration statement
on Form S-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the
“Commission”) under the United States Securities Act of 1933, as amended (the “Act”) (including
its exhibits, the “Registration Statement”) for the purposes of, registering with the Commission under the Act,
the offering and sale to the public of:
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(a)
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up to 8,625,000 units (including 1,125,000 units, which the several
underwriters (“Underwriters”), for whom EarlyBirdCapital, Inc. and BTIG, LLC are acting as representatives (“Representatives”),
will have a 45-day option to purchase from the Company to cover over-allotments, if any) (“Units”) at an offering
price of US$10 per Unit, each Unit consisting of:
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(i)
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one Class A ordinary share of a par value of US$0.0001 of the Company
(“Class A Ordinary Shares”); and
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(ii)
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one-half of one redeemable warrant, each whole warrant exercisable
to purchase one Class A Ordinary Share at a price of US$11.50 per Class A Ordinary Share (“Warrants”);
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(b)
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all Class A Ordinary Shares and Warrants issued as part of the Units.
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This opinion letter is given in accordance
with the terms of the Legal Matters section of the Registration Statement.
We have reviewed originals, copies, drafts
or conformed copies of the following documents:
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1.1
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The
certificate of incorporation dated 19 May 2021 and
the memorandum and articles of association of the
Company as registered or adopted on 19 May 2021
(the “Memorandum and Articles”).
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1.2
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The
written resolutions of the board of directors of
the Company dated 24 January 2022 (the “Resolutions”)
and the corporate records of the Company maintained
at its registered office in the Cayman Islands.
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1.3
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A
certificate of good standing with respect to the
Company issued by the Registrar of Companies (the
“Certificate of Good Standing”).
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1.4
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A
certificate from a director of the Company a copy
of which is attached to this opinion letter (the
“Director’s Certificate”).
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1.5
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The
Registration Statement.
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1.6
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A
draft of the form of the unit certificate representing
the Units (the “Unit Certificate”).
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1.7
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A
draft of the form of the warrant agreement and the
warrant certificate constituting the Warrants (the
“Warrant Documents”).
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1.8
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A
draft of the underwriting agreement between the
Company and the Representatives.
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The
documents listed in paragraphs 1.5 to 1.8 inclusive above shall be referred to collectively herein as the “Documents”.
The
following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date
of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion
letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as
at the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon
the following assumptions, which we have not independently verified:
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2.1
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The
Documents have been or will be authorised and duly
executed and unconditionally delivered by or on
behalf of all relevant parties in accordance with
all relevant laws (other than, with respect to the
Company, the laws of the Cayman Islands).
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2.2
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The
Documents are, or will be, legal, valid, binding
and enforceable against all relevant parties in
accordance with their terms under the laws of the
State of New York (the “Relevant Law”)
and all other relevant laws (other than, with respect
to the Company, the laws of the Cayman Islands).
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2.3
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The
choice of the Relevant Law as the governing law
of the Documents has been made in good faith and
would be regarded as a valid and binding selection
which will be upheld by the courts of the State
of New York and any other relevant jurisdiction
(other than the Cayman Islands) as a matter of the
Relevant Law and all other relevant laws (other
than the laws of the Cayman Islands).
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2.4
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Copies
of documents, conformed copies or drafts of documents
provided to us are true and complete copies of,
or in the final forms of, the originals.
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2.5
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All
signatures, initials and seals are genuine.
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2.6
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The
capacity, power, authority and legal right of all
parties under all relevant laws and regulations
(other than, with respect to the Company, the laws
and regulations of the Cayman Islands) to enter
into, execute, unconditionally deliver and perform
their respective obligations under the Documents.
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2.7
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No
invitation has been or will be made by or on behalf
of the Company to the public in the Cayman Islands
to subscribe for any of the Units, the Warrants
or the Class A Ordinary Shares.
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2.8
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There
is no contractual or other prohibition or restriction
(other than as arising under Cayman Islands law)
binding on the Company prohibiting or restricting
it from entering into and performing its obligations
under the Documents.
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2.9
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No
monies paid to or for the account of any party under
the Documents or any property received or disposed
of by any party to the Documents in each case in
connection with the Documents or the consummation
of the transactions contemplated thereby represent
or will represent proceeds of criminal conduct or
criminal property or terrorist property (as defined
in the Proceeds of Crime Act (As Revised) and the
Terrorism Act (As Revised), respectively).
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2.10
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There
is nothing under any law (other than the laws of
the Cayman Islands) which would or might affect
the opinions set out below. Specifically, we have
made no independent investigation of the Relevant
Law.
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2.11
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The
Company will receive money or money’s worth in
consideration for the issue of the Class A Ordinary
Shares and none of the Class A Ordinary Shares
were or will be issued for less than par value.
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Save as aforesaid we have not been instructed
to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion
letter.
Based upon, and subject to, the foregoing assumptions
and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion
that:
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3.1
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The Company has been duly incorporated as
an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the
laws of the Cayman Islands.
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3.2
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The Class A Ordinary Shares to be offered
and issued by the Company as contemplated by the Registration Statement (including the issuance of Class A Ordinary Shares upon
the exercise of the Warrants in accordance with the Warrant Documents) have been duly authorised for issue, and when issued by
the Company against payment in full of the consideration as set out in the Registration Statement and in accordance with
the terms set out in the Registration Statement (including the issuance of Class A Ordinary Shares upon the exercise of the Warrants
in accordance with the Warrant Documents), such Class A Ordinary Shares will be validly issued, fully paid and non-assessable.
As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).
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3.3
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The execution, delivery and performance
of the Unit Certificate and the Warrant Documents have been authorised by and on behalf of the Company and, once the Unit Certificate
and the Warrant Documents have been executed and delivered by any director or officer of the Company, the Unit Certificate and
the Warrant Documents will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding
obligations of the Company enforceable in accordance with their terms.
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The
opinions expressed above are subject to the following qualifications:
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4.1
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The
obligations assumed by the Company under the Documents
will not necessarily be enforceable in all circumstances
in accordance with their terms. In particular:
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(a)
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enforcement
may
be
limited
by
bankruptcy,
insolvency,
liquidation,
reorganisation,
readjustment
of
debts
or
moratorium
or
other
laws
of
general
application
relating
to
protecting
or
affecting
the
rights
of
creditors
and/or
contributories;
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(b)
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enforcement
may
be
limited
by
general
principles
of
equity.
For
example,
equitable
remedies
such
as
specific
performance
may
not
be
available,
inter
alia,
where
damages
are
considered
to
be
an
adequate
remedy;
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(c)
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where
obligations
are
to
be
performed
in
a
jurisdiction
outside
the
Cayman
Islands,
they
may
not
be
enforceable
in
the
Cayman
Islands
to
the
extent
that
performance
would
be
illegal
under
the
laws
of
that
jurisdiction;
and
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(d)
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some
claims
may
become
barred
under
relevant
statutes
of
limitation
or
may
be
or
become
subject
to
defences
of
set
off,
counterclaim,
estoppel
and
similar
defences.
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4.2
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To
maintain the Company in good standing with the Registrar
of Companies under the laws of the Cayman Islands,
annual filing fees must be paid and returns made
to the Registrar of Companies within the time frame
prescribed by law.
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4.3
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Under
Cayman Islands law, the register of members (shareholders)
is prima facie evidence of title to shares
and this register would not record a third party
interest in such shares. However, there are certain
limited circumstances where an application may be
made to a Cayman Islands court for a determination
on whether the register of members reflects the
correct legal position. Further, the Cayman Islands
court has the power to order that the register of
members maintained by a company should be rectified
where it considers that the register of members
does not reflect the correct legal position. As
far as we are aware, such applications are rarely
made in the Cayman Islands and for the purposes
of the opinion given in paragraph 3.2, there are
no circumstances or matters of fact known to us
on the date of this opinion letter which would properly
form the basis for an application for an order for
rectification of the register of members of the
Company, but if such an application were made in
respect of the Class A Ordinary Shares, then the
validity of such shares may be subject to re-examination
by a Cayman Islands court.
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4.4
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In
this opinion letter the phrase “non-assessable”
means, with respect to the issuance of shares, that
a shareholder shall not, in respect of the relevant
shares and in the absence of a contractual arrangement,
or an obligation pursuant to the memorandum and
articles of association, to the contrary, have any
obligation to make further contributions to the
Company’s assets (except in exceptional circumstances,
such as involving fraud, the establishment of an
agency relationship or an illegal or improper purpose
or other circumstances in which a court may be prepared
to pierce or lift the corporate veil).
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We
hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm
under the headings “Legal Matters”, “Risk Factors”, “Shareholders’ Suits” and “Enforcement
of Civil Liabilities” in the prospectus included in the Registration Statement. In providing our consent, we do not
thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations
of the Commission thereunder.
We express no view as to the commercial terms
of the Documents or whether such terms represent the intentions of the parties and make no comment with regard to warranties or
representations that may be made by the Company.
The opinions in this opinion letter are strictly
limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to
review and we therefore have not reviewed any of the ancillary documents relating to the Documents and express no opinion or observation
upon the terms of any such document.
This opinion letter is addressed to you and
may be relied upon by you, your counsel and purchasers of Units pursuant to the Registration Statement. This opinion letter is
limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder (Cayman) LLP
Maples and Calder (Cayman) LLP
Counter Press Acquisition Corporation
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
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To:
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Maples and Calder (Cayman) LLP
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PO Box 309, Ugland House
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Grand Cayman
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KY1-1104
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Cayman Islands
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24 January 2022
Counter Press Acquisition Corporation (the
“Company”)
I, the undersigned, being a director of the
Company, am aware that you are being asked to provide an opinion letter (the “Opinion”) in relation to certain
aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective
meanings given to them in the Opinion. I hereby certify that:
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1
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The
Memorandum and Articles remain in full force and effect
and are unamended.
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2
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The
Company has not entered into any mortgages or charges
over its property or assets other than those entered
in the register of mortgages and charges of the Company.
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3
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The
Resolutions were duly passed in the manner prescribed
in the Memorandum and Articles (including, without
limitation, with respect to the disclosure of interests
(if any) by directors of the Company) and have not
been amended, varied or revoked in any respect.
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4
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The
authorised share capital of the Company is US$22,100
divided into 200,000,000 Class A ordinary shares of
a par value of US$0.0001 each, 20,000,000 Class B
ordinary shares of a par value of US$0.0001 each and
1,000,000 preference shares of a par value of US$0.0001
each. The issued share capital of the Company is 2,156,250
Class B ordinary shares and 38,750 Class A ordinary
shares, which have been duly authorised and are validly
issued as fully-paid and non-assessable.
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5
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The
shareholders of the Company (the “Shareholders”)
have not restricted the powers of the directors of
the Company in any way.
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6
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The
director of the Company at the date of the Resolutions
and at the date of this certificate was and is as
follows:
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Michael
Kalt.
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7
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The
minute book and corporate records of the Company as
maintained at its registered office in the Cayman
Islands and made available to you are complete and
accurate in all material respects, and all minutes
and resolutions filed therein represent a complete
and accurate record of all meetings of the Shareholders
and directors (or any committee thereof) of the Company
(duly convened in accordance with the Memorandum and
Articles) and all resolutions passed at the meetings
or passed by written resolution or consent, as the
case may be.
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8
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Prior
to, at the time of, and immediately following the
approval of the transactions contemplated by the Registration
Statement, the Company was, or will be, able to pay
its debts as they fell, or fall, due and has entered,
or will enter, into the transactions contemplated
by the Registration Statement for proper value and
not with an intention to defraud or wilfully defeat
an obligation owed to any creditor or with a view
to giving a creditor a preference.
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9
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Each
director of the Company considers the transactions
contemplated by the Registration Statement to be of
commercial benefit to the Company and has acted in
good faith in the best interests of the Company, and
for a proper purpose of the Company, in relation to
the transactions which are the subject of the Opinion.
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10
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To
the best of my knowledge and belief, having made
due inquiry, the Company is not the subject of legal,
arbitral, administrative or other proceedings in
any jurisdiction. Nor have the directors or Shareholders
taken any steps to have the Company struck off or
placed in liquidation, nor have any steps been taken
to wind up the Company. Nor has any receiver been
appointed over any of the Company’s property or assets.
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11
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To
the best of my knowledge and belief, having made
due inquiry, there are no circumstances or matters
of fact existing which may properly form the basis
for an application for an order for rectification
of the register of members of the Company.
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12
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The
Registration Statement has been, or will be, authorised
and duly executed and delivered by or on behalf of
all relevant parties in accordance with all relevant
laws.
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13
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No
invitation has been made or will be made by or on
behalf of the Company to the public in the Cayman
Islands to subscribe for any of the Class A Ordinary
Shares.
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14
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The
Class A Ordinary Shares to be issued pursuant to
the Registration Statement have been, or will be,
duly registered, and will continue to be registered,
in the Company’s register of members (shareholders).
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15
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The
Company is not a central bank, monetary authority
or other sovereign entity of any state and is not
a subsidiary, direct or indirect, of any sovereign
entity or state.
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16
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There
is no contractual or other prohibition or restriction
(other than as arising under Cayman Islands law)
binding on the Company prohibiting or restricting
it from entering into and performing its obligations
under the Documents.
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(Signature
Page follows)
I
confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless
I shall have previously notified you in writing personally to the contrary.
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Signature:
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/s/ Michael Kalt
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Name:
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Michael Kalt
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Title:
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Director
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3
EXHIBIT 5.2
January
27, 2022
Counter
Press Acquisition Corporation
1981 Marcus
Avenue, Suite 227
Lake Success,
NY 11042
Re:
Registration Statement on Form S-1
Ladies
and Gentlemen:
We
have acted as New York counsel to Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”)
of a registration statement on Form S-1 (as amended, the “Registration Statement”) and the related prospectus
relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the
offer and sale by the Company of 8,625,000 units of the Company, including up to 1,125,000 units which may be purchased from the
Company upon the exercise of the over-allotment option to purchase additional units set forth in the Underwriting Agreement (as
defined below) (collectively, the “Units”), with each Unit consisting of one of the Company’s Class A
ordinary shares, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable
warrant (each, a “Warrant”), each whole Warrant entitling the holder to purchase one Ordinary Share.
In
connection with our opinion expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction
of the following documents and such other documents, corporate records, certificates and other statements of government officials
and corporate officers of the Company as we deemed necessary for the purposes of the opinion set forth in this opinion letter:
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(a)
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the
Registration Statement;
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(b)
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the
form of underwriting agreement to be entered into between the Company and the representative on behalf of each of the several
underwriters named in Schedule I thereto, filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”);
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(c)
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the form of Unit
certificate, filed as Exhibit 4.1 to the Registration Statement;
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(d)
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the form of Warrant
certificate, filed as Exhibit 4.3 to the Registration Statement; and
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(e)
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the
form of Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as
warrant agent (the “Warrant Agent”), pursuant to which the Warrants will be issued (the “Warrant
Agreement”), filed as Exhibit 4.4 to the Registration Statement.
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The
documents listed in clauses (b) through (e) above and the other documents that we have examined in connection therewith are referred
to as the “Transaction Documents”.
We
have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives
of the Company and of public officials and upon statements and information furnished by officers and representatives of the Company
with respect to the accuracy of material factual matters contained therein which were not independently established by us. In
rendering the opinions expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness
of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents,
the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original
documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations
and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us
and the accuracy of all statements in certificates of officers of the Company that we reviewed.
January
27, 2022
Page
2
In
addition, in rendering the opinions expressed below, we have assumed that: (i) the Board of Directors of the Company shall have
duly established the terms of the Units and the Ordinary Shares and the Warrants included therein and duly authorized the issuance
and sale of the Units and such authorization shall not have been modified or rescinded; (ii) the Ordinary Shares to be offered
and issued by the Company as contemplated by the Registration Statement (including the issuance of Ordinary Shares upon the exercise
of the Warrants) have been duly authorized for issue, and when issued by the Company against payment in full of the consideration
as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement (including the
issuance of Ordinary Shares upon the exercise of the Warrants), such Ordinary Shares will be validly issued, fully paid and non-assessable;
(iii) each party to each Transaction Document is duly organized and validly existing and in good standing under the laws of its
jurisdiction of incorporation or formation and has, and had at all relevant times, full power and authority to execute and deliver,
and to perform its obligations under, each Transaction Document to which it is a party; (iv) that each Transaction Document has
been or will be duly authorized, and will be executed and delivered, by all of the parties thereto, and each party to the each
of the Transaction Documents has satisfied or will satisfy all other legal requirements that are applicable to it to the extent
necessary to make each Transaction Document enforceable against it; (v) that each Transaction Document will constitute the valid,
binding and enforceable obligation of all of the parties thereto under all applicable laws; provided, however, that this assumption
is not made as to the Company to the extent expressly addressed in our opinion in paragraphs 1 and 2 of this opinion letter; (vi)
that the execution and delivery of, and the performance of its obligations under, each Transaction Document by each party thereto
will not (A) contravene such party’s articles or certificate of incorporation, by-laws or similar organizational documents, (B)
contravene any laws or governmental rules or regulations that may be applicable to such party or its assets, (C) contravene any
judicial or administrative judgment, injunction, order or decree that is binding upon such party or its assets, or (D) breach
or result in a default under any contract, indenture, lease, or other agreement or instrument applicable to or binding upon such
party or its assets; (vii) that all consents, approvals, licenses, authorizations, orders of, and all filings or registrations
with, any governmental or regulatory authority or agency required under the laws of any jurisdiction for the execution and delivery
of, and the performance of its obligations under, each Transaction Document by each party thereto have been or will be obtained
or made and are in full force and effect; (viii) that there are no agreements or other arrangements that modify, supersede, novate,
terminate or otherwise alter any of the terms of any Transaction Document; and (ix) there shall not have occurred any change in
law affecting the validity or enforceability of the Units or the Warrants included therein.
Based
upon the foregoing assumptions and assumptions set forth below, and subject to the qualifications and limitations stated herein,
having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the
opinion that:
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1.
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When the
Registration Statement becomes effective under the Securities Act and the Units have been issued and delivered by the Company
pursuant to the Underwriting Agreement against the payment of the consideration set forth in the Underwriting Agreement, the
Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their
terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium,
fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general
principles of equity (whether applied by a court in equity or at law).
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2.
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When the
Registration Statement becomes effective under the Securities Act and the Warrants included in the Units have been delivered
by the Company pursuant to the Underwriting Agreement against the payment of the consideration set forth in the Underwriting
Agreement, the Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization,
moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application
of general principles of equity (whether applied by a court of law in equity or at law).
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We
do not express any opinion herein concerning any law other than the laws of the State of New York.
January
27, 2022
Page
3
This
opinion speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance
of any kind, including any change of law or fact, that may occur after the date of this opinion that might affect the opinions
expressed therein.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference
to our name under the caption “Legal Matters” in the Registration Statement. We do not admit in providing such consent
that we are included within the category of persons whose consent is required under Section 7 of the Securities Act and the rules
and regulations of the Commission thereunder.
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Sincerely,
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/s/ Venable LLP
|
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: 150,000
Counter Press Acquisition Corporation,
a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Counter Press Sponsor LLC, or its
registered assigns or successors in interest (the “Payee”), the principal sum of ONE HUNDRED AND FIFTY THOUSAND DOLLARS
($150,000) or such lesser amount as shall have been advanced by Payee to Maker and that shall remain unpaid under this Note on the Maturity
Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on
this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account
as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The entire
unpaid principal balance of Note shall be payable on the earlier of: (i) February 28, 2022, or (ii) the date on which Maker consummates
an initial public offering of its securities (such earlier date, the “Maturity Date”). The principal balance may be
prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder
of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Drawdown Requests.
Maker and Payee agree that Maker may request, from time to time, up to One Hundred and Fifty Thousand Dollars ($150,000) in drawdowns
under this Note to be used for costs and expenses related to Maker’s formation and the proposed initial public offering of its securities
(the “IPO”). Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request
from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and
must not be an amount less than Five Thousand Dollars ($5,000). Payee shall fund each Drawdown Request no later than three (3) business
days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this
Note at any time may not exceed One Hundred and Fifty Thousand Dollars ($150,000). No fees, payments or other amounts shall be due to
Payee in connection with, or as a result of, any Drawdown Request by Maker.
3. Interest. No interest
shall accrue on the unpaid principal balance of this Note.
4. Application of Payments.
All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of
the unpaid principal balance of this Note.
5. Events of Default.
The following shall constitute an event of default (“Event of Default”):
(a)
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified above.
(b) Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or
other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
6. Remedies.
(a) Upon the occurrence
of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence
of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with
regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
7. Waivers. Maker and
all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice
of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this
Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or
any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by Payee.
8. Unconditional Liability.
Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this
Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected
in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to
any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice
to Maker or affecting Maker’s liability hereunder.
9. Notices. All notices,
statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or
sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated
in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed
to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if
sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after
mailing if sent by mail.
10. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.
11. Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding
anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including
the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur
prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus
to be filed with the U.S. Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account for any reason whatsoever.
13. Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. No assignment
or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without
the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature Page Follows]
IN WITNESS WHEREOF, Maker,
intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
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Counter Press Acquisition Corporation
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By:
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Name:
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Title:
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[Signature Page – Promissory Note]
Exhibit 10.2
[●], 2022
Counter Press Acquisition Corporation
1981 Marcus Avenue, Suite 227
Lake Success, NY 11042
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Re:
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Initial
Public Offering
|
Ladies and Gentlemen:
This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be
entered into by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and BTIG, LLC and EarlyBirdCapital, Inc. (the “Representatives”), as the representatives of the several underwriters
(the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”)
of 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the
“Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class
A ordinary shares”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles
the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold
in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed
by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall apply to
have the Units listed on the Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 10 hereof.
In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Counter Press Sponsor LLC (the “Sponsor”), and the other undersigned
persons (each, an “Insider” and collectively, the “Insiders”), hereby agrees with
the Company as follows:
1. The Sponsor and each Insider agrees that if the
Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it,
he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Shares
owned by it, him or her in connection with such shareholder approval.
2. The Sponsor and each Insider hereby agrees that
in the event that the Company fails to consummate a Business Combination within the completion window (as defined in the Prospectus),
or such later period approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum
and articles of association, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject
to lawfully available funds therefor, redeem 100% of the Class A ordinary shares sold as part of the Units in the Public Offering (the
“Offering Shares”), at a per share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and
the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands
law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any
amendment to the Company’s amended and restated memorandum and articles of association (a) that would affect the ability of Public
Shareholders to exercise redemption rights with respect to the Offering Shares or modify the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the completion window
(as defined in the Prospectus) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business
Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval
of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding Offering Shares.
The Sponsor and each Insider acknowledges that it,
he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company
as a result of any liquidation of the Company with respect to the Founder Shares (including any Class A ordinary shares issuable upon
conversion thereof) and the Private Placement Shares held by such Sponsor or Insider. The Sponsor and each Insider hereby further waives,
with respect to the Founder Shares (including any Class ordinary shares issuable upon conversion thereof) and the Private Placement Shares
held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or
in the context of a tender offer made by the Company to purchase Class A ordinary shares (although the Sponsor and the Insiders shall
be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within the completion window (as defined in the Prospectus) or such later period approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association).
3. In the event of the liquidation of the Trust Account,
the Sponsor (which for purposes of clarification shall not extend to any other equityholders, members or managers of the Sponsor) agrees
to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether
pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party
(other than the Company’s independent public accountants) for services rendered or products sold to the Company or (ii) a prospective
target business with which the Company has discussed entering into a transaction agreement (a “Target”); provided,
however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims
by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company
or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser
amount per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of
the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may
be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any and all rights to
seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable
against such third party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The Sponsor
shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15
days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake
such defense.
4. To the extent that the Underwriters do not exercise
their over-allotment option to purchase up to an additional 1,125,000 Units within 45 days from the date of the Prospectus (and as further
described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost, a number of Founder Shares in the aggregate equal
to 281,250 multiplied by a fraction, (i) the numerator of which is 1,125,000 minus the number of Units purchased by the Underwriters upon
the exercise of their over-allotment option, and (ii) the denominator of which is 1,125,000.
All references in this Letter Agreement to Founder
Shares of the Company being forfeited shall take effect as surrenders for no consideration of such Founder Shares as a matter of Cayman
Islands law. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding Shares after the Public Offering (assuming
the Initial Shareholders do not purchase any units in the Public Offering and excluding the Representatives Shares). The Initial Shareholders
further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization
or share repurchase or redemption or other appropriate mechanism, as applicable, immediately prior to the consummation of the Public Offering
in such amount as to maintain the ownership of the Initial Shareholders prior to the Public Offering at 20.0% of the Company’s issued
and outstanding Shares upon the consummation of the Public Offering (assuming the Initial Shareholders do not purchase any units in the
Public Offering and excluding the Representatives Shares). In connection with such increase or decrease in the size of the Public Offering,
then (A) the references to 1,125,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be
changed to a number equal to 15% of the number of Class A ordinary shares included in the Units issued in the Public Offering and (B)
the reference to 281,250 in the formula set forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares
that the Founder Shares would represent an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering
(assuming the Initial Shareholders do not purchase any units in the Public Offering and excluding the Representatives Shares).
5. The Sponsor and each Insider hereby agrees and acknowledges
that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or Insider of its, his
or her obligations under paragraphs 1, 2, 3, 4, 6(a), 6(b) and 8 of this Letter Agreement (ii) monetary damages may not be an adequate
remedy for such breach and (iii) the non-breaching party shall be entitled to seek injunctive relief, in addition to any other remedy
that such party may have in law or in equity, in the event of such breach.
6. (a) Subject to customary, minor exceptions, the
Sponsor and each Insider, shall not transfer, assign or sell any Founders Shares, and will maintain their Founders Shares in escrow,
until six months after the date of the consummation of the Company’s initial Business Combination (all founder shares will also
be released from escrow and lock-up, if sooner than the above, on the date on which the Company consummates a liquidation, merger, amalgamation,
share exchange, reorganization or other similar transaction after its initial Business Combination that results in all of its shareholders
having the right to exchange their ordinary shares for cash, securities or other property) (the “Founder Shares Lock-up Period”).
(b) The Sponsor and each Insider agrees that it, he
or she shall not Transfer any Private Placement Units, including the Private Placement Shares and the Private Placement Warrants (or Class
A ordinary shares issued or issuable upon the conversion or exercise of the Private Placement Warrants), until 30 days after the completion
of a Business Combination (the “Private Placement Securities Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).
(c) Notwithstanding the provisions set forth in paragraphs
6(a) and 6(b), Transfers of the Founder Shares, Private Placement Units, Private Placement Warrants and Class A ordinary shares issued
or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares by the Sponsor and the Insiders during
the Lock-up Periods are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member
of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price
at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the Company’s completion
of an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited partnership agreement,
as amended from time to time, upon dissolution of the Sponsor; or (h) in the event of the Company’s completion of a liquidation,
merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the
Company’s initial Business Combination; provided, however, that, except in the case of clause (a) through (e) or (g) these permitted
tranferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be
bound by the transfer restrictions in this Agreement and by the same agreements entered into by our sponsor with respect to such securities
(including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus).
7. The Sponsor and each Insider represents and warrants
that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had
a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished
to the Company, if any (including any such information included in the Prospectus), is true and accurate in all respects and does not
omit any material information with respect to such Insider’s background. The Sponsor and each Insider’s questionnaire furnished
to the Company, if any, is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she
is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of,
or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person
or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.
8. Except as disclosed in the Prospectus, neither the
Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from
the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation
prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is).
9. The Sponsor and each Insider has full right and
power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement
with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director
on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer/and or director of the Company.
10. As used herein, (i) “Business Combination”
shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination,
involving the Company and one or more businesses; (ii) “Shares” shall mean, collectively, the Class A ordinary
shares and the Class B ordinary shares; (iii) “Founder Shares” shall mean the 2,156,250 Class B ordinary shares,
par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering; (iv) “Initial
Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Units”
shall mean the 432,500 (or up to 471,875 if the Underwriters exercise the over-allotment option in full) Units that the Sponsor and the
Underwriters have agreed to purchase in a private placement that shall occur simultaneously with the consummation of the Public Offering;
(vi) “Private Placement Shares” shall mean the Class A ordinary shares included within the part of the Private
Placement Units; (vii) “Private Placement Warrants” shall mean the Warrants included within the Private Placement
Units; (viii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (ix)
“Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall
be deposited; (x) “Representatives Shares” shall mean the 38,750 Class A ordinary shares, par value $0.0001
per share, issued to the Representatives and outstanding immediately prior to the consummation of the Public Offering; and (xi) “Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act
of 1934, as amended, (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder
with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
11. This Letter Agreement constitutes the entire agreement
and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or
representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or
the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical
error) as to any particular provision, except by a written instrument executed by the Sponsor and each Insider that is the subject of
any such change, amendment modification or waiver.
12. No party hereto may assign either this Letter Agreement
or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment
in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the
purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs and
assigns and Permitted Transferees.
13. This Letter Agreement may be executed in any number
of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.
14. This Letter Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter
Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.
15. This Letter Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding,
claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York
City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive
and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
16. Any notice, consent or request to be given in connection
with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private
courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.
17. Each party hereto shall not be liable for any breaches
or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement (including, for the avoidance of
doubt, any Insider with respect to any other Insider), and no party shall be liable or responsible for the obligations of another party,
including, without limitation, indemnification obligations and notice obligations.
18. This Letter Agreement shall terminate on the earlier
of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this Letter
Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by February 28, 2022; provided further
that paragraph 3 of this Letter Agreement shall survive such liquidation.
[Signature Page Follows]
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Sincerely,
COUNTER PRESS SPONSOR LLC
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By:
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Name:
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[●]
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Title:
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[●]
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Paul Conway
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Michael Kalt
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Randy Frankel
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Andrew Friedman
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Julie Uhrman
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Acknowledged and Agreed:
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COUNTER PRESS ACQUISITION CORPORATION
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By:
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Name:
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[●]
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Title:
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Director
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[Signature Page – Letter Agreement]
Exhibit
10.3
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022, by and
between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-261788 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each
of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-half of one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering
hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities
and Exchange Commission; and
WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting
Agreement”) with BTIG, LLC and EarlyBirdCapital, Inc., as representatives (the “Representatives”) of
the several underwriters (the “Underwriters”) named therein; and
WHEREAS,
as described in the Prospectus, $76,125,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined
in the Underwriting Agreement) (or $87,543,750 if the Underwriters’ over-allotment option is exercised in full) will be delivered to
the Trustee to be deposited and held in a trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.
NOW
THEREFORE, IT IS AGREED:
1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee in the United States at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100
billion or more), and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c)
In a timely manner, upon the written instruction of the Company in a form substantially similar to that attached hereto as Exhibit A,
either (a) invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, and/or
in any open ended investment company registered under the Investment Company Act that holds itself out as a money market fund selected
by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in
direct U.S. government treasury obligations or (b) cause the brokerage institution referred to in 1(a) above to place the Property in
a cash demand deposit account; it being understood that unless the Company instructs the Trustee to do either of the foregoing, the Trust
Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn
bank credits or other consideration during such periods;
(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;
(e)
Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring
action by the Company;
(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completing of the
audit of the Company’s financial statements by the Company’s auditors;
(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;
(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;
(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer or Chairman of the board of
directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest
shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached hereto as
Exhibit B, less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other
documents referred to therein, or (y) upon the completion window (as defined in the Prospectus) and (ii) such later date as may be approved
by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with
the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest
(which interest shall be net of any taxes payable and less up to $100,000 of interest to pay dissolution expenses), shall be distributed
to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination
Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has
received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust
Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders;
(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested
by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned
on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment,
and the Company shall forward such payment to the relevant taxing authority, as applicable; provided, however, that to
the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held
in the Trust Account as shall be designated by the Company in writing to make such distribution so long as there is no reduction in the
principal amount initially deposited in the Trust Account. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;
(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D, the Trustee shall distribute to the Public Shareholders of record as of such date the amount requested by the Company
to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an
amendment to the Company’s amended and restated memorandum and articles of association (i) that would affect the ability of holders of
public Ordinary Shares to exercise redemption rights or modify the substance or timing of the Company’s obligation to redeem 100% of
its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the
Company’s amended and restated memorandum and articles of association or (ii) with respect to any other provision relating to shareholders’
rights or pre-initial Business Combination activity; and
(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j) or 1(k)
above.
2.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer or Chairman of the Board.
In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable
care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;
(b)
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all out-of-pocket expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any
claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property
or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be unreasonably withheld or delayed. The Trustee may not agree to settle
any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld or delayed.
The Company may participate in such action with its own counsel;
(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k)
hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section
2(c), Schedule A and as may be provided in Section 2(b) hereof;
(d)
In connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;
(e)
Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same; and
(f)
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement.
3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;
(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;
(d)
Refund any depreciation in principal of any Property;
(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;
(g)
Verify the accuracy of the information contained in the Registration Statement;
(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;
(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, income tax obligations, except pursuant to Section 1(j) hereof; or
(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) and 1(k) hereof.
4.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.
5.
Termination. This Agreement shall terminate as follows:
(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or
(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b); or
(c)
If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the
Trustee from the Company or Counter Press Sponsor LLC for purposes of funding the Trust Account shall be promptly returned to the Company
or Counter Press Sponsor LLC, as applicable.
6.
Miscellaneous.
(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.
(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative
vote of sixty five percent (65%) of the then outstanding Ordinary Shares and Class A ordinary shares, par value $0.0001 per share, of
the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder who has otherwise
indicated his, her or its election to redeem his, her or its Ordinary Shares in connection with a shareholder vote sought to amend this
Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error)
by a writing signed by each of the parties hereto.
(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by
electronic mail or by facsimile transmission:
if
to the Trustee, to:
Continental
Stock Transfer & Trust Company
One
State Street, 30th Floor
New
York, NY 10004
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Attn:
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Francis
Wolf and Celeste Gonzalez
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Email:
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fwolf@continentalstock.com
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cgonzalez@continentalstock.com
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if
to the Company, to:
Counter
Press Acquisition Corporation
1981
Marcus Avenue, Suite 227
Lake
Success, NY 11042
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Attn:
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Michael
Kalt
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Email:
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mkalt@partnerspath.com
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in
each case, with copies to:
Venable
LLP
1270
Avenue of the Americas
New
York, NY 10020
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Attn:
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William
N. Haddad, Esq.
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Email:
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WNHaddad@Venable.com
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and
BTIG,
LLC
65
East 55th Street
New
York, New York 10022
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Attn.:
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Paul
Wood
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Email:
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pwood@btig.com
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EARLYBIRDCAPITAL,
INC.
366
Madison Avenue
New
York, New York 10017
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Attn.:
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Mike
Powell
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Email:
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mpowell@ebcap.com
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And
Ellenoff
Grossman & Scholl LLP
1345
Avenue of the Americas
New
York, NY 10105
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Attn:
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Stuart
Neuhauser
|
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Email:
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sneuhauser@egsllp.com
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(f)
This Agreement may not be assigned by the Trustee without the prior consent of the Company.
(g)
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the
Trust Account under any circumstance.
(h)
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(i)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.
(j)
Each of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third
party beneficiary of this Agreement.
(k)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
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CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, as Trustee
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By:
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Name:
Francis Wolf
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Title:
Vice President
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COUNTER PRESS
ACQUISITION CORPORATION
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By:
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|
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Name:
|
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Title:
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[Signature Page – Investment Management Trust Agreement]
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
One
State Street, 30th Floor
New
York, New York 10004
Attn:
Fran Wolf and Celeste Gonzalez
|
Re:
|
Trust Account No. Termination
Letter
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Dear
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Counter Press Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [●] (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you
may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
and to transfer the proceeds into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account
at [●] awaiting distribution, the Company will earn no interest or dividends.
On the Consummation Date (i) counsel for the Company
shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently
with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company
shall deliver to you (a) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, which verifies that the
Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction
signed by the Company, BTIG, LLC and EarlyBirdCapital, Inc., with respect to the transfer of the funds held in the Trust Account (the
“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter.
In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.
In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on
the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible.
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Very
truly yours, Counter Press Acquisition Corporation
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By:
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Name:
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Title:
|
Agreed
and acknowledged by:
BTIG,
LLC
EARLYBIRDCAPITAL,
INC.
EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
One
State Street, 30th Floor
New
York, New York 10004
Attn:
Fran Wolf and Celeste Gonzalez
|
Re:
|
Trust Account No. Termination
Letter
|
Dear
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Counter Press Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business
within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Shareholders. The Company has selected [●] as the effective date for the purpose of determining when the Public Shareholders
will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of
the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all
the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
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Very
truly yours,
Counter Press Acquisition Corporation
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|
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By:
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Name:
|
|
|
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Title:
|
cc:
BTIG, LLC
EARLYBIRDCAPITAL, INC.
|
|
EXHIBIT
C
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
One
State Street, 30th Floor
New
York, New York 10004
Attn:
Fran Wolf and Celeste Gonzalez
|
Re:
|
Trust Account No. Tax Payment Instruction
|
Dear
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Counter Press Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $[●] of the interest income earned
on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The
Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:
[WIRE
INSTRUCTION INFORMATION]
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|
Very
truly yours,
Counter Press Acquisition Corporation
|
|
|
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By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
cc:
BTIG, LLC
EARLYBIRDCAPITAL, INC.
|
|
EXHIBIT
D
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
One
State Street, 30th Floor
New
York, New York 10004
Attn:
Francis Wolf and Celeste Gonzalez
|
Re:
|
Trust Account No. Shareholder Redemption Withdrawal Instruction
|
Dear
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Counter Press Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●]
of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf
of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.
The
Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company
in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and
articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary
Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any
other provision relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter.
|
|
Very
truly yours,
Counter Press Acquisition Corporation
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
cc:
BTIG, LLC
EARLYBIRDCAPITAL, INC.
|
|
D-1
Exhibit 10.4
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of [●], 2022, is made and entered into by and among Counter Press Acquisition Corporation, a Cayman Islands exempted
company (the “Company”), Counter Press Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”),
BTIG, LLC and EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Representative, together with
any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the
“Holders”).
RECITALS
WHEREAS, the Sponsor and certain other Holders
(if any) collectively own an aggregate of 2,156,250 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”),
of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;
WHEREAS, the Founder Shares will automatically
convert into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions provided in
the Company’s amended and restated memorandum and articles of association, as may be amended from time to time;
WHEREAS, up to an aggregate of 281,250 Founder
Shares are subject to forfeiture by the Sponsor if the over-allotment option in connection with the Company’s initial public offering
is not exercised in full;
WHEREAS, in connection with the Company’s
initial public offering, the Company entered into that certain Private Units Purchase Agreement, dated as of [●], 2022, with
the Sponsor, pursuant to which the Sponsor agreed to purchase (directly or through one of its affiliates), simultaneously with the closing
of the initial public offering, an aggregate of 400,000 units (each, a “Unit”) (or up to 436,416 Units if the
over-allotment option granted to the underwriters in the initial public offering is exercised in full) at a purchase price if $10.00 per
Unit (the “Sponsor Private Placement Units”). Each Sponsor Private Placement Unit is comprised of one Ordinary
Share (the “Sponsor Private Placement Shares”) and one-half of one redeemable warrant (the “Sponsor
Private Placement Warrants”). Each Sponsor Private Placement Warrant entitling the holder thereof to purchase one Ordinary
Share at a price of $11.50;
WHEREAS, simultaneously with entering into the
Sponsor Private Units Purchase Agreement and in connection with the Company’s initial public offering, the Company entered into
those certain Private Units Purchase Agreements, dated as of [●], 2022, with the Representatives, pursuant to which the Representatives
agreed to purchase, simultaneously with the closing of the initial public offering, an aggregate of 32,500 Units (or up to 35,459 Units
if the over-allotment option granted to the underwriters in the initial public offering is exercised in full) at a purchase price of $10.00
per Unit (the “Representatives Private Placement Units” and, together with the Sponsor Private Placement Units,
the “Private Placement Units”) . Each Representatives Private Placement Unit is comprised of one Ordinary Share
(the “Representatives Private Placement Shares” and, together with the Sponsor Private Placement Shares, the
“Private Placement Shares”) and one-half of one redeemable warrant (the “Representatives Private
Placement Warrants” and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”).
Each Representatives Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50;
WHEREAS, the Representatives own an aggregate
of 38,750 Class A ordinary shares, par value $0.0001 per share (the “Representatives Shares”), of the Company,
issued prior to the date hereof in a private placement and pursuant to certain transfers;
WHEREAS, the Representatives Shares will automatically
convert into Ordinary Shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms
and conditions provided in the Company’s amended and restated memorandum and articles of association, as may be amended from time
to time; and
WHEREAS, the Company and the Holders desire
to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain
securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations,
covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. The terms defined in this Article
I shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Adverse Disclosure” shall
mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer
or any principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in
any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed and (iii) the Company has a bona fide business purpose for
not making such information public.
“Agreement” shall have the
meaning given in the Preamble.
“Board” shall mean the Board
of Directors of the Company.
“Business Combination” shall
mean any merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.
“Commission” shall mean the
Securities and Exchange Commission.
“Company” shall have the
meaning given in the Preamble.
“Demand Registration” shall
have the meaning given in subsection 2.1.1.
“Exchange Act” shall mean
the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form S-1” shall have the
meaning given in subsection 2.1.1.
“Form S-3” shall have the
meaning given in subsection 2.3.
“Founder Shares” shall have
the meaning given in the Recitals hereto.
“Founder Shares Lock-up Period”
shall mean, with respect to any Founder Shares (including the Ordinary Shares issued or issuable upon conversion of any Founder Shares),
the period ending on the earlier of (i) six months after the completion of the Company’s initial Business Combination, and (ii)
the date on which the Company will consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction
after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary
shares for cash, securities or other property.
“Holders” shall have the
meaning given in the Preamble.
“Insider Letter” shall mean
that certain letter agreement, dated as of [●], 2022, by and among the Company, the Sponsor, and each of the Company’s
officers, directors and director nominees.
“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.
“Misstatement” shall mean
an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus
or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances
under which they were made) not misleading.
“Ordinary Shares” shall have
the meaning given in the Recitals hereto.
“Permitted Transferees” shall
mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the
expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and
any other applicable agreement between such Holder and the Company and to any transferee thereafter.
“Private Placement Shares”
shall have the meaning given in the Recitals hereto.
“Private Placement Units”
shall have the meaning given in the Recitals hereto.
“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.
“Private Placement Lock-up Period”
shall mean, with respect to Private Placement Shares and the Private Placement Warrants included within the Private Placement Units that
are held by the initial purchasers thereof or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the
exercise or conversion of the Private Placement Units and that are held by the initial purchasers of the Private Placement Warrants or
their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.
“Private Placement Warrants”
shall have the meaning given in the Recitals hereto.
“Prospectus” shall mean the
prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all
post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable Security” shall
mean (a) the Founder Shares (including the Ordinary Shares issued or issuable upon conversion of any Founder Shares), (b) the Private
Placement Shares, (c) the Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of any such Private
Placement Warrants), (d) the Representatives Shares, (e) any outstanding Ordinary Shares or any other equity security (including the Ordinary
Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement,
(f) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company
issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder, and (g) any other
equity security of the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share subdivision
or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement
with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred,
new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased
to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or
any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration” shall mean
a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the
Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registration Expenses” shall
mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all registration and filing fees (including
fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on
which the Ordinary Shares are then listed;
(B) fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications
of Registrable Securities);
(C) printing, messenger, telephone and delivery
expenses;
(D) reasonable fees and disbursements of
counsel for the Company;
(E) reasonable fees and disbursements of
all independent registered public accountants of the Company incurred specifically in connection with such Registration; and
(F) reasonable fees and expenses of one legal
counsel selected by the holders of a majority-in-interest of the Registrable Securities to be registered for offer and sale in the applicable
Registration.
“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Requesting Holder” shall
have the meaning given in subsection 2.1.1.
“Representative” shall
have the meaning given in the Recitals hereto.
“Representatives Private Placement Shares”
shall have the meaning given in the Recitals hereto.
“Representatives Private Placement Units”
shall have the meaning given in the Recitals hereto.
“Representatives Private Placement Warrants”
shall have the meaning given in the Recitals hereto.
“Representatives Shares”
shall have the meaning given in the Recitals hereto.
“Representatives Shares Lock-up Period”
shall mean, with respect to the Representatives Shares that are held by the Representatives, the period ending three months after the
completion of the Company’s initial Business Combination.
“Securities Act” shall mean
the Securities Act of 1933, as amended from time to time.
“Sponsor” shall have the
meaning given in the Recitals hereto.
“Sponsor Private Placement Shares”
shall have the meaning given in the Recitals hereto.
“Sponsor Private Placement Warrants”
shall have the meaning given in the Recitals hereto.
“Underwriter” shall mean
a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.
“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter
in a firm commitment underwriting for distribution to the public.
“Unit” shall have the meaning
given in the Recitals hereto.
ARTICLE II
REGISTRATIONS
2.1 Demand Registration.
2.1.1 Request for Registration. Subject to the
provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates
the initial Business Combination, the Sponsor (or its affiliates) may make a written demand for Registration of all or part of their Registrable
Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended
method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten
(10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of
such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable
Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s
Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing,
within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification
from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included
in a Registration pursuant to a Demand Registration and the Company shall (i) file a Registration Statement in respect of all Registrable
Securities requested by the Sponsor and Requesting Holder(s) pursuant such Demand Registration, not more than forty five (45) days immediately
after the Company’s receipt of the Demand Registration, and (ii) shall effect the registration thereof as soon as practicable thereafter.
Under no circumstances shall the Company be obligated to effect more than an aggregate of two (2) Registrations pursuant to a Demand Registration
under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted
for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form
S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on
behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.
2.1.2 Effective Registration. Notwithstanding
the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration
shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration
pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations
under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared
effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by
any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with
respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) the Sponsor thereafter affirmatively elects to continue with such Registration
and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further,
that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been
previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.
2.1.3 Underwritten Offering. Subject to the provisions
of subsection 2.1.4 and Section 2.4 hereof, if the Sponsor so advises the Company as part of its Demand Registration that
the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then
the right of the Sponsor or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned
upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in
such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through
an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the Sponsor.
2.1.4 Reduction of Underwritten Offering. If the
managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company,
the Sponsor and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor
and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the
Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual
piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number
of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing,
the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities,
as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering,
as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if any) (pro rata based on the respective
number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested be included in such Underwritten Registration
and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten
Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of other persons
or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such
persons and that can be sold without exceeding the Maximum Number of Securities.
2.1.5 Demand Registration Withdrawal. The Sponsor
or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the
right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to
the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness
of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such
Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection
2.1.5.
2.2 Piggyback Registration.
2.2.1 Piggyback Rights. If, at any time on or
after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities
Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders
of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in
connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s
existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend
reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities
as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice
shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the
name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within
five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company
shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to
cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the
Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar
securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in
accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities
through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with
the Underwriter(s) selected for such Underwritten Offering by the Company.
2.2.2 Reduction of Piggyback Registration. If
the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises
the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or
number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration
has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable
Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof,
and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back
registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s
account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities
that each Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to
which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company,
which can be sold without exceeding the Maximum Number of Securities; and
(b) If the Registration is pursuant to a request by
persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first,
the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable
Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1, pro rata, based on the respective number of Registrable Securities that
each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders
have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary
Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C),
the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register
pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number
of Securities.
2.2.3 Piggyback Registration Withdrawal. Any Holder
of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written
notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback
Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration.
The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate
written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration
at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the
Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal
under this subsection 2.2.3..
2.2.4 Unlimited Piggyback Registration Rights.
For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant
to a Demand Registration effected under Section 2.1 hereof.
2.3 Registrations on Form S-3. The Holders of
Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities
Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities
on Form S-3 or any similar short-form registration statement that may be available at such time (“Form S-3”);
provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within
five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration
on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable
Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable
Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder
of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial
receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s
Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other
Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided,
however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a
Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity
securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity
securities (if any) at any aggregate price to the public of less than $1,000,000.
2.4 Restrictions on Registration Rights. If
(A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing
of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided
that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1
and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective;
(B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters
to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the
Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then
in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith
judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future
and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right
to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer
its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement,
no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities
held by any Holder, until after the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, or the Representatives
Shares Lock-up Period, as the case may be.
ARTICLE III
COMPANY
PROCEDURES
3.1 General Procedures. If at any time on or
after the date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable Securities,
the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with
the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as soon as
practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration
Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;
3.1.2 prepare and file with the Commission such amendments
and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by
the majority-in-interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable
Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or
by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities
covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement
or supplement to the Prospectus;
3.1.3 prior to filing a Registration Statement or Prospectus,
or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities
included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each
amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference
therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as
the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may
request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering of Registrable Securities,
use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities
or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration
Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to
enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service
of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause all such Registrable Securities to be listed
on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
3.1.6 provide a transfer agent or warrant agent, as applicable,
and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;
3.1.7 advise each seller of such Registrable Securities,
promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the
effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its
reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
3.1.8 at least five (5) days prior to the filing of any
Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus furnish a copy thereof
to each seller of such Registrable Securities or its counsel;
3.1.9 notify the Holders at any time when a Prospectus
relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result
of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such
Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit a representative of the Holders, the Underwriters,
if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided,
however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory
to the Company, prior to the release or disclosure of any such information;
3.1.11 obtain a “cold comfort” letter from
the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering
such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request,
and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.12 on the date the Registrable Securities are delivered
for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such
Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal
matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent,
or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably
satisfactory to a majority in interest of the participating Holders;
3.1.13 in the event of any Underwritten Offering, enter
into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;
3.1.14 make available to its security holders, as soon
as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the
Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);
3.1.15 If the Registration involves the Registration
of Registrable Securities involving gross proceeds in excess of $10,000,000, use its reasonable efforts to make available senior executives
of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in
any Underwritten Offering; and
3.1.16 otherwise, in good faith, cooperate reasonably
with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
3.2 Registration Expenses. The Registration
Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental
selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees,
Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable
fees and expenses of any legal counsel representing the Holders.
3.3 Requirements for Participation in Underwritten
Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration
initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting
arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up
agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
3.4 Suspension of Sales; Adverse Disclosure.
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders
shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended
Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment
as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the
Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration
at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written
notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for
the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such
purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their
receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer
to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised
its rights under this Section 3.4.
3.5 Reporting Obligations. As long as any Holder
shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to
file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true
and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall
deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
3.6 Limitations on Registration Rights. Notwithstanding
anything herein to the contrary, (i) the Representatives may not exercise its rights under Sections 2.1 and 2.2 hereunder after five (5)
and seven (7) years after the effective date of the Registration Statement relating to the Company’s initial public offering, respectively,
and (ii) the Representatives may not exercise its rights under Section 2.1 more than one time.
ARTICLE IV
INDEMNIFICATION
AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The Company agrees to indemnify, to the extent
permitted by law, each Holder of Registrable Securities, its officers and directors and agents and each person who controls such Holder
(within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees)
caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished
in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing
with respect to the indemnification of the Holder.
4.1.2 In connection with any Registration Statement in
which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits
as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted
by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning
of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’
fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit
so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall
be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable
Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant
to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and
each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing
with respect to indemnification of the Company.
4.1.3 Any person entitled to indemnification herein shall
(i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the
failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not
materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest
between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall
not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to
the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money
is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim
or litigation.
4.1.4 The indemnification provided for under this Agreement
shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director
or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable
Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution
to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.
4.1.5 If the indemnification provided under Section
4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party,
shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses
in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any
other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference
to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified
party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity
to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount
paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the
limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably
incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable
if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation,
which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection
4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE V
MISCELLANEOUS
5.1 Notices. Any notice or communication under
this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid
and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery,
or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed,
delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of
mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service,
hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt
or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication
under this Agreement must be addressed, if to the Company, to: 1981 Marcus Avenue, Suite 227, Lake Success, NY 11042 Attention: Chief
Financial Officer, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books
and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto,
and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.
5.2 Assignment; No Third Party Beneficiaries.
5.2.1 This Agreement and the rights, duties and obligations
of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
5.2.2 Prior to the expiration of the Founder Shares Lock-up
Period, the Private Placement Lock-up Period, or the Representatives Shares Lock-up Period, as the case may be, no Holder may assign or
delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer
of Registrable Securities by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees to become bound by the
transfer restrictions set forth in this Agreement and other applicable agreements.
5.2.3 This Agreement and the provisions hereof shall
be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which
shall include Permitted Transferees.
5.2.4 This Agreement shall not confer any rights or benefits
on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.
5.2.5 No assignment by any party hereto of such party’s
rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received
(i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form
reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum
or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall
be null and void.
5.3 Counterparts. This Agreement may be executed
in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together
shall constitute the same instrument, but only one of which need be produced.
5.4 Governing Law; Venue. NOTWITHSTANDING THE
PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO
BE PERFORMED ENTIRELY WITHIN NEW YORK AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL
COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
5.5 Amendments and Modifications. Upon the written
consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question (which
majority interest must include the Representatives if such amendment or modification affects in any way the rights of the Representatives
hereunder), compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such
provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any
amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of the
Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so
affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder
or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder
or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.
5.6 Other Registration Rights. The Company represents
and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities
of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities
for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes
any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such
agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
5.7 Term. This Agreement shall terminate upon
the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities
have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of
the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all
Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar provision)
under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5
and Article IV shall survive any termination.
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed as of the date first written above.
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COUNTER PRESS ACQUISITION CORPORATION
a Cayman Islands exempted company
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By:
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Name:
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Title:
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HOLDERS:
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COUNTER PRESS SPONSOR LLC
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By:
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Name:
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Title:
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BTIG, LLC
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By:
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Name:
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Title:
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EARLYBIRDCAPITAL, INC.
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By:
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Name:
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Title:
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[Signature Page – Registration Rights
Agreement]
Exhibit 10.5
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (“Agreement”)
is made and entered into as of June 23, 2021, by and between Counter Press
Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Counter Press Sponsor LLC, a Cayman
Islands limited liability company (the “Purchaser”).
WHEREAS, the Purchaser desires to purchase and Company
desires to issue and sell to the Purchaser Class B ordinary shares, par value of $US0.0001 each (the “Class B Shares”)
on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and
the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties
intending to be legally bound, hereby agree as follows:
1. The Transaction. Subject to the terms and
conditions set forth in this Agreement, on a closing date to be agreed between the parties hereto, Purchaser will purchase from the Company,
and the Company will issue and sell to the Purchaser, 2,156,250 Class B Shares (the “Purchased Shares”) for an aggregate
purchase price of $25,000. An aggregate of up to 281,250 shares are subject to forfeiture by the Purchaser depending on the extent to
which the underwriters’ over-allotment option is not exercised.
2. Representations and Warranties of the Company.
The Company hereby represents and warrants to the Purchaser
as follows:
2.1. The Company (i) is an exempted company duly incorporated,
validly existing and in good standing under the laws of the Cayman Islands, and has full power and authority to own, lease and operate
its properties and assets and to conduct its business as now being conducted; and (ii) has all requisite legal and corporate power to
execute and deliver this Agreement, and to carry out and perform its obligations hereunder. All corporate actions on the part of the Company,
its directors and shareholders, necessary for the authorization, execution, delivery and performance of this Agreement and the performance
of the Company’s obligations hereunder, have been taken. The execution and the delivery of this Agreement and the consummation of
the transactions contemplated hereby, will not violate any applicable law or conflict with, or result in a breach of any agreement or
other arrangement to which the Company is a party or by which it is bound.
2.2. This Agreement constitutes the valid and binding
obligation of the Company, legally enforceable against the Company in accordance with its terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally,
or by general equity principles, and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.
2.3. The authorized share capital of the Company consists
of 200,000,000 Class A ordinary shares of par value of US$0.0001 each, 20,000,000 Class B ordinary shares of par value of US$0.0001 each
and 1,000,000 undesignated preferred shares of par value US$0.0001 each.
3. Representations and Warranties of the Purchaser.
The Purchaser hereby represents and warrants to the
Company as follows:
3.1. It has all requisite legal and corporate power
to execute and deliver this Agreement, and to carry out and perform its obligations hereunder. All corporate actions on the part of the
Purchaser, its managers and partners, necessary for the authorization, execution, delivery and performance of this Agreement and the performance
of the Purchaser’s obligations hereunder, have been taken. The execution and the delivery of this Agreement and the consummation
of the transactions contemplated hereby, will not violate any applicable law or conflict with, or result in a breach of any agreement
or other arrangement to which the Purchaser is a party or by which it is bound.
3.2. This Agreement constitutes a valid and legally
binding obligation of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies.
3.3. The Purchaser acknowledges that the Purchased
Shares it is purchasing subject to the terms of this Agreement are characterized as “restricted securities” under the federal
securities laws in as much as they are being acquired from the Company in a transaction not involving a public offering and that under
such laws and applicable regulations such securities may be resold without registration under the U.S. Securities Act of 1933, as amended
(the “Act”), only in certain limited circumstances. In this connection, the Investor represents that it is familiar
with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
3.4. It is understood that certificates evidencing
the Purchased Shares (if any) may bear one or all of the following legends or similar legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”
4. Miscellaneous.
4.1. Governing Law. This Agreement and the rights
and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable to contracts
wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.
4.2. Entire Agreement. This Agreement constitutes
the full and entire understanding and agreement between the parties hereto with regard to the subjects hereof, and supersedes any and
all prior agreements and understandings of the parties concerning such subject matter. Neither this Agreement nor any term hereof may
be amended, waived, discharged, or terminated other than by a written instrument signed by both parties hereto.
4.3. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be enforceable against the party actually executing such counterpart, and all of which
together shall constitute one and the same instrument.
4.4. Notices, etc. All notices and other communications
required or permitted hereunder shall be in writing and shall be deemed effectively given on the earliest of the following: (a) the date
of personal delivery; (b) one (1) business day after transmission by facsimile, addressed to the other party at its facsimile number,
with confirmation of transmission; (c) five (5) business day after deposit with a return receipt express courier; or (d) seven (7) business
days after deposit in local mail by registered or certified mail. All notices not delivered personally or by facsimile will be sent with
postage and/or other charges prepaid and properly addressed at the address as either party shall have notified its counterpart.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this
Share Purchase Agreement as of the date first above written.
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Counter Press Acquisition Corporation
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Counter
Press Sponsor LLC
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By:
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By:
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(Name & Title of Signatory)
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(Name & Title of Signatory)
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Signature Page – Share
Purchase Agreement
Exhibit 10.6.1
PRIVATE UNITS PURCHASE AGREEMENT
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [●],
2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Counter Press Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), and Counter Press Sponsor LLC (the “Purchaser”).
RECITALS
WHEREAS, the Company intends to consummate an initial public offering (the
“Public Offering”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share
of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half (1/2) of one warrant (a “Warrant”)
(each whole Warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share); and
WHEREAS, the Purchaser has agreed to purchase an aggregate of 400,000 (or
up to 436,416 if the underwriters’ over-allotment option in connection with the Public Offering is exercised in full) Units (the
“Sponsor Units”), each consisting of one Ordinary Share (each such share, a “Sponsor Share”) and one-half Warrant
(each such Warrant, a “Sponsor Warrant”), for a total of 400,000 Sponsor Shares and 200,000 Sponsor Warrants (or up to 436,416
Sponsor Shares and 218,208 Sponsor Warrants, if the underwriters’ over-allotment option in connection with the Public Offering is
exercised in full).
NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization, Purchase and Sale;
Terms of the Sponsor Units.
(a) Authorization of the Sponsor Units. The Company has duly authorized
the issuance and sale of the Sponsor Units to the Purchaser.
(b) Purchase and Sale of the Sponsor Units.
(i) On the date of the consummation of the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, 400,000 Sponsor Units at a price of $10.00 per Unit for
an aggregate purchase price of $4,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available
funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On
the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds
to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Units purchased on such date, duly registered
in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
(ii) On the date of any consummation of the closing of the over-allotment option
in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each
such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being
sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, up to an aggregate of 436,416 Purchaser Units, in the same proportion as the amount of the option that is then
so exercised, at a price of $10.00 per Unit for an aggregate purchase price of up to $4,364,160 (if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer
of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s
wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by
wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser
evidencing the Purchaser Units purchased on such date duly registered in the Purchaser’s name or effect such delivery in book-entry
form.
(c) Terms of the Sponsor Units.
(i) Each Sponsor Unit shall consist of one Sponsor Share and one-half Sponsor
Warrant. Each Sponsor Share shall be governed by the terms of the Company’s Amended and Restated Memorandum and Articles of Association.
Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection
with the Public Offering (a “Warrant Agreement”), and shall be subject to the terms of a letter agreement, dated as of the
date hereof, to be entered into by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering.
(ii) At the time of, or prior to, the Initial Closing Date, the Company
and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which
the Company will grant certain registration rights to the Purchaser relating to the Sponsor Shares, the Sponsor Warrants and the Ordinary
Shares underlying the Sponsor Warrants.
(iii) The Purchaser hereby agrees not to transfer, assign or sell any of
the Sponsor Units, including the Sponsor Shares, the Sponsor Warrants and the Ordinary Shares underlying the Sponsor Warrants, until 30
days after the Company’s completion of its initial business combination transaction. The foregoing transfer restrictions shall not
apply to transfers by the Purchaser or by the recipient of any below-described transfer (such recipient, a “Permitted Transferee”):
(a) to the Company’s officers or directors,
any affiliates or family members of the Company’s officers or directors, any members of the Purchaser, or any affiliates of the
Purchaser;
(b) in the case of an individual, by gift to a member
of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual,
by virtue of laws of descent and distribution upon death of the individual;
(d) in the case of an individual,
pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection
with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased;
(f) in the event of the liquidation of the Company
prior to the Company’s completion of its initial business combination;
(g) by virtue of the laws of the Cayman Islands or
the Purchaser’s exempted limited partnership agreement, as amended, upon liquidation of the Purchaser; or
(h) in the event of the Company’s completion
of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of its shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Company’s completion
of its initial business combination;
provided, however, that in the case of clauses (a)
through (e) or (g), above, the Permitted Transferee must enter into a written agreement agreeing to be bound by these transfer restrictions
and by the same agreements entered into by the Purchaser with respect to the Sponsor Units (including provisions relating to voting, the
trust account and liquidation distributions described in the prospectus).
Section 2. Representations and Warranties of the Company.
As a material inducement to the Purchaser to enter into this Agreement
and purchase the Sponsor Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall
survive each Closing Date) that:
(a) Organization and Corporate Power. The Company is an exempted company
duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every
jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition,
operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the
transactions contemplated by this Agreement and the Warrant Agreement.
(b) Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and the Sponsor
Units have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of
the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement
and the Warrant Agreement, the Sponsor Units and the Sponsor Warrants contained therein will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms as of each Closing Date, and the Sponsor Shares will be duly issued.
(ii) The execution and delivery by the Company of this Agreement and the
Sponsor Units, the issuance and sale of the Sponsor Units, including the Sponsor Shares and Sponsor Warrants contained therein, the issuance
of the Ordinary Shares upon exercise of the Sponsor Warrants and the fulfillment, of and compliance with, the respective terms hereof
and thereof by the Company, do not and will not as of each Closing Date (A) conflict with or result in a breach of the terms, conditions
or provisions of, (B) constitute a default under, (C) result in the creation of any lien, security interest, charge or encumbrance upon
the Company’s share capital or assets under, (D) result in a violation of, or (E) require any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant
to, the amended and restated memorandum and articles of association of the Company (in effect on the date hereof or as may be amended
prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under
federal or state securities laws.
(c) Title to Securities.
Upon issuance in accordance with, and payment pursuant to, and registration
in the register of members of the Company, the terms hereof and the Warrant Agreement, the Sponsor Shares and the Ordinary Shares issuable
upon exercise of the Sponsor Warrants will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with,
and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Sponsor Units, including
the Sponsor Shares and Sponsor Warrants contained therein, and the Ordinary Shares issuable upon exercise of such Sponsor Warrants, free
and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements
contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed
due to the actions of the Purchaser.
(d) Governmental Consents.
No permit, consent, approval or authorization of, or declaration to or
filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this
Agreement or the consummation by the Company of any other transactions contemplated hereby.
Section 3. Representations and Warranties of the Purchaser.
As a material inducement to the Company to enter into this Agreement and
issue and sell the Sponsor Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:
(a) Organization and Requisite Authority. The Purchaser possesses all requisite
power and authority necessary to carry out the transactions contemplated by this Agreement.
(b) Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of the Purchaser,
enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other
laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered
in a proceeding in equity or law).
(ii) The execution and delivery by the Purchaser of this Agreement and
the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with
or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree
to which the Purchaser is subject.
(c) Investment Representations.
(i) The Purchaser is acquiring the Sponsor Units, including the Sponsor
Shares and Sponsor Warrants contained therein, and, upon exercise of the Sponsor Warrants, the Ordinary Shares issuable upon such exercise
(collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view
towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The Purchaser is an “accredited investor” as such term
is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
(iii) The Purchaser understands that the Securities are being offered and
will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities
laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and
warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser
to acquire such Securities.
(iv) The Purchaser decided to enter into this Agreement
not as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.
(v) The Purchaser has been furnished with all materials relating to the
business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested
by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company.
The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.
(vi) The Purchaser understands that no United States federal or state agency
or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness
or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the
offering of the Securities.
(vii) The Purchaser understands that: (a) the Securities have not been
and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or
transferred unless (1) in a registered transaction or (2) sold in reliance on an exemption therefrom; and (b) except as specifically
set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the resale
of the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
In this regard, the Purchaser understands that the Securities and Exchange Commission (the “SEC”) has taken the position that
promoters or affiliates of a blank check company and their transferees, both before and after a “business combination”, are
deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that
position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical
compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon
another exemption from the registration requirements of the Securities Act.
(viii) The Purchaser has such knowledge and experience in financial and
business matters, knows of the high degree of risk associated with investments in the securities of companies in the development stage
such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic
risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate
means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity
which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.
Section 4. Conditions of the Purchaser’s Obligations.
The obligations of the Purchaser to purchase and pay for the Sponsor Units
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
(a) Representations and Warranties. The representations and warranties
of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.
(b) Performance. The Company shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before
such Closing Date.
(c) No Injunction. No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority
of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the
consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
(d) Warrant Agreement. The Company shall have entered into a Warrant Agreement
with a warrant agent on terms satisfactory to the Purchaser.
Section 5. Conditions of the Company’s Obligations. The obligations
of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following
conditions:
(a) Representations and Warranties. The representations and warranties
of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.
(b) Performance. The Purchaser shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser
on or before such Closing Date.
(c) No Injunction. No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority
of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the
consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
(d) Warrant Agreement. The Company shall have entered into a Warrant Agreement
with a warrant agent on terms satisfactory to the Company.
Section 6. Termination. This Agreement may be terminated at any time after
[●], 2022 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing
of the Public Offering does not occur prior to such date.
Section 7. Survival of Representations and Warranties. All of the representations
and warranties contained herein shall survive each Closing Date.
Section 8. Definitions. Terms used but not otherwise defined in this Agreement
shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with the SEC, under the
Securities Act.
Section 9. Miscellaneous.
(a) Successors and Assigns. Except as otherwise expressly provided herein,
all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary
herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.
(b) Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of this Agreement.
(c) Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall
constitute one and the same agreement.
(d) Descriptive Headings; Interpretation. The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including”
in this Agreement shall be by way of example rather than by limitation.
(e) Governing Law. This Agreement shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New
York.
(f) Amendments. This Agreement may not be amended, modified or waived as
to any particular provision, except by a written instrument executed by all parties hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement to be effective as of the date first set forth above.
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COMPANY:
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COUNTER PRESS ACQUISITON CORPORATION
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By:
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Name:
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Title:
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PURCHASER:
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COUNTER PRESS SPONSOR LLC
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By:
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Name:
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Title:
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[Signature Page – Private
Units Purchase Agreement]
Exhibit 10.6.2
PRIVATE UNITS PURCHASE AGREEMENT
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [●],
2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Counter Press Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), and BTIG, LLC (the “Purchaser”).
RECITALS
WHEREAS, the Company intends to consummate an initial public offering
(the “Public Offering”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary
share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half (1/2) of one warrant (a “Warrant”)
(each whole Warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share); and
WHEREAS, the Purchaser has agreed to purchase an aggregate of 16,250 (or
up to 17,729 if the underwriters’ over-allotment option in connection with the Public Offering is exercised in full) Units (the
“Purchaser Units”), each consisting of one Ordinary Share (each such share, a “Purchaser Share”) and one-half
Warrant (each such Warrant, a “Purchaser Warrant”), for a total of 16,250 Purchaser Shares and 8,125 Purchaser Warrants (or
up to 17,729 Purchaser Shares and 8,865 Purchaser Warrants, if the underwriters’ over-allotment option in connection with the Public
Offering is exercised in full).
NOW THEREFORE, in consideration of the mutual promises contained
in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization, Purchase and Sale; Terms of the Purchaser
Units.
(a) Authorization of the Purchaser Units. The Company has duly authorized
the issuance and sale of the Purchaser Units to the Purchaser.
(b) Purchase and Sale of the Purchaser Units.
(i) On the date of the consummation of the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, 16,250 Purchaser Units at a price of $10.00 per Unit for
an aggregate purchase price of $162,500 (the “Purchase Price”), which shall be paid by wire transfer of immediately available
funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On
the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds
to the Company, the Company, at its option, shall deliver a certificate evidencing the Purchaser Units purchased on such date, duly registered
in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form
(ii) On the date of any consummation of the closing of the over-allotment option
in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each
such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being
sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, up to an aggregate of 17,729 Purchaser Units, in the same proportion as the amount of the option that is then
so exercised, at a price of $10.00 per Unit for an aggregate purchase price of up to $177,290 (if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer
of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s
wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by
wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser
evidencing the Purchaser Units purchased on such date duly registered in the Purchaser’s name or effect such delivery in book-entry
form.
(c) Terms of the Purchaser Units.
(i) Each Purchaser Unit shall consist of one Purchaser Share and
one-half Purchaser Warrant. Each Purchaser Share shall be governed by the terms of the Company’s Amended and Restated Memorandum
and Articles of Association. Each Purchaser Warrant shall have the terms set forth in a Warrant Agreement to be entered into by
the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”).
(ii) At the time of, or prior to, the Initial Closing Date, the
Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant
to which the Company will grant certain registration rights to the Purchaser relating to the Purchaser Shares, the Purchaser Warrants
and the Ordinary Shares underlying the Purchaser Warrants.
(iii) The Purchaser hereby agrees not to transfer, assign or sell
any of the Purchaser Units, including the Purchaser Shares, the Purchaser Warrants and the Ordinary Shares underlying the Purchaser
Warrants, until 30 days after the Company’s completion of its initial business combination transaction. The foregoing transfer
restrictions shall not apply to transfers by the Purchaser or by the recipient of any below-described transfer (such recipient,
a “Permitted Transferee”):
(a) to the Company’s officers or directors,
any affiliates or family members of the Company’s officers or directors, any members of the Purchaser, or any affiliates of the
Purchaser;
(b) in the case of an individual, by gift
to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate
family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, by virtue
of laws of descent and distribution upon death of the individual;
(d) in the case of an individual, pursuant
to a qualified domestic relations order;
(e) by private sales or transfers made in
connection with the consummation of a business combination at prices no greater than the price at which the securities were originally
purchased;
(f) in the event of the liquidation of the
Company prior to the Company’s completion of its initial business combination;
(g) by virtue of the laws of the Cayman Islands
or the Purchaser’s exempted limited partnership agreement, as amended, upon liquidation of the Purchaser; or
(h) in the event of the Company’s completion
of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of its
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Company’s
completion of its initial business combination;
provided, however, that except with the Company’s
prior consent, in the case of clauses (a) through (e), or (g), above, the Permitted Transferee must enter into a written agreement
agreeing to be bound by these transfer restrictions and by the same agreements entered into by the Purchaser with respect to the
Purchaser Units.
(iv) Purchaser further acknowledges and agrees that the Purchaser
Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory
Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period
of 180 days immediately following the date of effectiveness or commencement of sales in the Public Offering, subject to FINRA Rule
5110(e)(2). Additionally, the Purchaser Units and their component parts and the related registration rights may not be sold, transferred,
assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Company’s registration
statement for the Public Offering except to any underwriter or selected dealer participating in the Public Offering and the bona
fide officers or partners of any subscriber and any such participating underwriter or selected dealer. Additionally, the Purchaser
Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days
immediately following the date of effectiveness or commencement of sales in the Public Offering.
Section 2. Representations and Warranties of the Company.
As a material inducement to the Purchaser to enter into this Agreement
and purchase the Purchaser Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties
shall survive each Closing Date) that:
(a) Organization and Corporate Power. The Company is an exempted
company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business
in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the
financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
(b) Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and
the Purchaser Units have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding
obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to,
the terms of this Agreement and the Warrant Agreement, the Purchaser Units and the Purchaser Warrants contained therein will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date, and the Purchaser
Shares will be duly issued.
(ii) The execution and delivery by the Company of this Agreement
and the Purchaser Units, the issuance and sale of the Purchaser Units, including the Purchaser Shares and Purchaser Warrants contained
therein, the issuance of the Ordinary Shares upon exercise of the Purchaser Warrants and the fulfillment, of and compliance with,
the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (A) conflict with or result
in a breach of the terms, conditions or provisions of, (B) constitute a default under, (C) result in the creation of any lien,
security interest, charge or encumbrance upon the Company’s share capital or assets under, (D) result in a violation of, or (E)
require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court
or administrative or governmental body or agency pursuant to, the amended and restated memorandum and articles of association of
the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any
material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which
the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
(c) Title to Securities.
Upon issuance in accordance with, and payment pursuant to, and registration
in the register of members of the Company, the terms hereof and the Warrant Agreement, the Purchaser Shares and the Ordinary Shares
issuable upon exercise of the Purchaser Warrants will be duly and validly issued, fully paid and non-assessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to
the Purchaser Units, including the Purchaser Shares and Purchaser Warrants contained therein, and the Ordinary Shares issuable
upon exercise of such Purchaser Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities
laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
(d) Governmental Consents.
No permit, consent, approval or authorization of, or declaration
to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company
of this Agreement or the consummation by the Company of any other transactions contemplated hereby.
Section 3. Representations and Warranties of the Purchaser.
As a material inducement to the Company to enter into this Agreement
and issue and sell the Purchaser Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:
(a) Organization and Requisite Authority. The Purchaser possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
(b) Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of
the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the Purchaser of this Agreement
and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict
with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment
or decree to which the Purchaser is subject.
(c) Investment Representations.
(i) The Purchaser is acquiring the Purchaser Units, including the
Purchaser Shares and Purchaser Warrants contained therein, and, upon exercise of the Purchaser Warrants, the Ordinary Shares issuable
upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and
not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The Purchaser is an “accredited investor” as such
term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
(iii) The Purchaser understands that the Securities are being offered
and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state
securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations
and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire such Securities.
(iv) The Purchaser decided to enter into this Agreement not as a
result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.
(v) The Purchaser has been furnished with all materials relating
to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have
been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and
directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect
to the acquisition of the Securities.
(vi) The Purchaser understands that no United States federal or
state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities
or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed
the merits of the offering of the Securities.
(vii) The Purchaser understands that: (a) the Securities have not
been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (1) in a registered transaction or (2) sold in reliance on an exemption therefrom; and (b)
except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation
to register the resale of the Securities under the Securities Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder. In this regard, the Purchaser understands that the Securities and Exchange Commission (the
“SEC”) has taken the position that promoters or affiliates of a blank check company and their transferees, both before
and after a “business combination”, are deemed to be “underwriters” under the Securities Act when reselling
the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available
for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can
be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities
Act.
(viii) The Purchaser has such knowledge and experience in financial
and business matters, knows of the high degree of risk associated with investments in the securities of companies in the development
stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear
the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The
Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete
loss of its investments in the Securities.
Section 4. Conditions of the Purchaser’s Obligations.
The obligations of the Purchaser to purchase and pay for the Purchaser
Units are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
(a) Representations and Warranties. The representations and warranties
of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.
(b) Performance. The Company shall have performed and complied with
all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it
on or before such Closing Date.
(c) No Injunction. No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby,
which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
(d) Warrant Agreement. The Company shall have entered into a Warrant
Agreement with a warrant agent on terms satisfactory to the Purchaser.
Section 5. Conditions of the Company’s Obligations. The obligations
of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of
the following conditions:
(a) Representations and Warranties. The representations and warranties
of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.
(b) Performance. The Purchaser shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with
by the Purchaser on or before such Closing Date.
(c) No Injunction. No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby,
which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
(d) Warrant Agreement. The Company shall have entered into a Warrant
Agreement with a warrant agent on terms satisfactory to the Company.
Section 6. Termination. This Agreement may be terminated at any
time after [●], 2022 upon the election by either the Company or the Purchaser upon written notice to the other party
if the closing of the Public Offering does not occur prior to such date.
Section 7. Survival of Representations and Warranties. All of the
representations and warranties contained herein shall survive each Closing Date.
Section 8. Definitions. Terms used but not otherwise defined in
this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with
the SEC, under the Securities Act.
Section 9. Miscellaneous.
(a) Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or
anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates
thereof.
(b) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is
held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of this Agreement.
(c) Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken
together shall constitute one and the same agreement.
(d) Descriptive Headings; Interpretation. The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the
word “including” in this Agreement shall be by way of example rather than by limitation.
(e) Governing Law. This Agreement shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the
State of New York.
(f) Amendments. This Agreement may not be amended, modified or waived
as to any particular provision, except by a written instrument executed by all parties hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement to be effective as of the date first set forth above.
COMPANY:
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COUNTER
PRESS ACQUISITION CORPORATION
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PURCHASER:
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BTIG, LLC
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By:
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Name:
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Signature Page – Private Units Purchase Agreement
Exhibit 10.6.3
PRIVATE UNITS PURCHASE AGREEMENT
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [●],
2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Counter Press Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”).
RECITALS
WHEREAS, the Company intends to consummate an initial public offering
(the “Public Offering”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary
share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half (1/2) of one warrant (a “Warrant”)
(each whole Warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share); and
WHEREAS, the Purchaser has agreed to purchase an aggregate of 16,250 (or
up to 17,729 if the underwriters’ over-allotment option in connection with the Public Offering is exercised in full) Units (the
“Purchaser Units”), each consisting of one Ordinary Share (each such share, a “Purchaser Share”) and one-half
Warrant (each such Warrant, a “Purchaser Warrant”), for a total of 16,250 Purchaser Shares and 8,125 Purchaser Warrants (or
up to 17,729 Purchaser Shares and 8,865 Purchaser Warrants, if the underwriters’ over-allotment option in connection with the Public
Offering is exercised in full).
NOW THEREFORE, in consideration of the mutual promises contained
in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization, Purchase and Sale; Terms of the Purchaser
Units.
(a) Authorization of the Purchaser Units. The Company has duly authorized
the issuance and sale of the Purchaser Units to the Purchaser.
(b) Purchase and Sale of the Purchaser Units.
(i) On the date of the consummation of the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, 16,250 Purchaser Units at a price of $10.00 per Unit for
an aggregate purchase price of $162,500 (the “Purchase Price”), which shall be paid by wire transfer of immediately available
funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On
the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds
to the Company, the Company, at its option, shall deliver a certificate evidencing the Purchaser Units purchased on such date, duly registered
in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
(ii) On the date of any consummation of the closing of the over-allotment option
in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each
such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being
sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, up to an aggregate of 17,729 Purchaser Units, in the same proportion as the amount of the option that is then
so exercised, at a price of $10.00 per Unit for an aggregate purchase price of up to $177,290 (if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer
of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date in accordance with the Company’s
wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by
wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to the Purchaser
evidencing the Purchaser Units purchased on such date duly registered in the Purchaser’s name or effect such delivery in book-entry
form.
(c) Terms of the Purchaser Units.
(i) Each Purchaser Unit shall consist of one Purchaser Share and
one-half Purchaser Warrant. Each Purchaser Share shall be governed by the terms of the Company’s Amended and Restated Memorandum
and Articles of Association. Each Purchaser Warrant shall have the terms set forth in a Warrant Agreement to be entered into by
the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”).
(ii) At the time of, or prior to, the Initial Closing Date, the
Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant
to which the Company will grant certain registration rights to the Purchaser relating to the Purchaser Shares, the Purchaser Warrants
and the Ordinary Shares underlying the Purchaser Warrants.
(iii) The Purchaser hereby agrees not to transfer, assign or sell
any of the Purchaser Units, including the Purchaser Shares, the Purchaser Warrants and the Ordinary Shares underlying the Purchaser
Warrants, until 30 days after the Company’s completion of its initial business combination transaction. The foregoing transfer
restrictions shall not apply to transfers by the Purchaser or by the recipient of any below-described transfer (such recipient,
a “Permitted Transferee”):
(a) to the Company’s officers or directors,
any affiliates or family members of the Company’s officers or directors, any members of the Purchaser, or any affiliates of the
Purchaser;
(b) in the case of an individual, by gift
to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate
family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, by virtue
of laws of descent and distribution upon death of the individual;
(d) in the case of an individual, pursuant
to a qualified domestic relations order;
(e) by private sales or transfers made in
connection with the consummation of a business combination at prices no greater than the price at which the securities were originally
purchased;
(f) in the event of the liquidation of the
Company prior to the Company’s completion of its initial business combination;
(g) by virtue of the laws of the Cayman Islands
or the Purchaser’s exempted limited partnership agreement, as amended, upon liquidation of the Purchaser; or
(h) in the event of the Company’s completion
of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of its
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Company’s
completion of its initial business combination;
provided, however, that except with the Company’s
prior consent, in the case of clauses (a) through (e), or (g), above, the Permitted Transferee must enter into a written agreement
agreeing to be bound by these transfer restrictions and by the same agreements entered into by the Purchaser with respect to the
Purchaser Units.
(iv) Purchaser further acknowledges and agrees that the Purchaser
Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory
Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period
of 180 days immediately following the date of effectiveness or commencement of sales in the Public Offering, subject to FINRA Rule
5110(e)(2). Additionally, the Purchaser Units and their component parts and the related registration rights may not be sold, transferred,
assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Company’s registration
statement for the Public Offering except to any underwriter or selected dealer participating in the Public Offering and the bona
fide officers or partners of any subscriber and any such participating underwriter or selected dealer. Additionally, the Purchaser
Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days
immediately following the date of effectiveness or commencement of sales in the Public Offering.
Section 2. Representations and Warranties of the Company.
As a material inducement to the Purchaser to enter into this Agreement
and purchase the Purchaser Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties
shall survive each Closing Date) that:
(a) Organization and Corporate Power. The Company is an exempted
company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business
in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the
financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
(b) Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and
the Purchaser Units have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding
obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to,
the terms of this Agreement and the Warrant Agreement, the Purchaser Units and the Purchaser Warrants contained therein will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date, and the Purchaser
Shares will be duly issued.
(ii) The execution and delivery by the Company of this Agreement
and the Purchaser Units, the issuance and sale of the Purchaser Units, including the Purchaser Shares and Purchaser Warrants contained
therein, the issuance of the Ordinary Shares upon exercise of the Purchaser Warrants and the fulfillment, of and compliance with,
the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (A) conflict with or result
in a breach of the terms, conditions or provisions of, (B) constitute a default under, (C) result in the creation of any lien,
security interest, charge or encumbrance upon the Company’s share capital or assets under, (D) result in a violation of, or (E)
require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court
or administrative or governmental body or agency pursuant to, the amended and restated memorandum and articles of association of
the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any
material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which
the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
(c) Title to Securities.
Upon issuance in accordance with, and payment pursuant to, and registration
in the register of members of the Company, the terms hereof and the Warrant Agreement, the Purchaser Shares and the Ordinary Shares
issuable upon exercise of the Purchaser Warrants will be duly and validly issued, fully paid and non-assessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to
the Purchaser Units, including the Purchaser Shares and Purchaser Warrants contained therein, and the Ordinary Shares issuable
upon exercise of such Purchaser Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities
laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
(d) Governmental Consents.
No permit, consent, approval or authorization of, or declaration
to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company
of this Agreement or the consummation by the Company of any other transactions contemplated hereby.
Section 3. Representations and Warranties of the Purchaser.
As a material inducement to the Company to enter into this Agreement
and issue and sell the Purchaser Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:
(a) Organization and Requisite Authority. The Purchaser possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
(b) Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of
the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the Purchaser of this Agreement
and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict
with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment
or decree to which the Purchaser is subject.
(c) Investment Representations.
(i) The Purchaser is acquiring the Purchaser Units, including the
Purchaser Shares and Purchaser Warrants contained therein, and, upon exercise of the Purchaser Warrants, the Ordinary Shares issuable
upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and
not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The Purchaser is an “accredited investor” as such
term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
(iii) The Purchaser understands that the Securities are being offered
and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state
securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations
and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire such Securities.
(iv) The Purchaser decided to enter into this Agreement not as a
result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.
(v) The Purchaser has been furnished with all materials relating
to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have
been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and
directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect
to the acquisition of the Securities.
(vi) The Purchaser understands that no United States federal or
state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities
or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed
the merits of the offering of the Securities.
(vii) The Purchaser understands that: (a) the Securities have not
been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (1) in a registered transaction or (2) sold in reliance on an exemption therefrom; and (b)
except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation
to register the resale of the Securities under the Securities Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder. In this regard, the Purchaser understands that the Securities and Exchange Commission (the
“SEC”) has taken the position that promoters or affiliates of a blank check company and their transferees, both before
and after a “business combination”, are deemed to be “underwriters” under the Securities Act when reselling
the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available
for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can
be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities
Act.
(viii) The Purchaser has such knowledge and experience in financial
and business matters, knows of the high degree of risk associated with investments in the securities of companies in the development
stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear
the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The
Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete
loss of its investments in the Securities.
Section 4. Conditions of the Purchaser’s Obligations.
The obligations of the Purchaser to purchase and pay for the Purchaser
Units are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
(a) Representations and Warranties. The representations and warranties
of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.
(b) Performance. The Company shall have performed and complied with
all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it
on or before such Closing Date.
(c) No Injunction. No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby,
which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
(d) Warrant Agreement. The Company shall have entered into a Warrant
Agreement with a warrant agent on terms satisfactory to the Purchaser.
Section 5. Conditions of the Company’s Obligations. The obligations
of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of
the following conditions:
(a) Representations and Warranties. The representations and warranties
of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.
(b) Performance. The Purchaser shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with
by the Purchaser on or before such Closing Date.
(c) No Injunction. No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby,
which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
(d) Warrant Agreement. The Company shall have entered into a Warrant
Agreement with a warrant agent on terms satisfactory to the Company.
Section 6. Termination. This Agreement may be terminated at any
time after [●], 2022 upon the election by either the Company or the Purchaser upon written notice to the other party
if the closing of the Public Offering does not occur prior to such date.
Section 7. Survival of Representations and Warranties. All of the
representations and warranties contained herein shall survive each Closing Date.
Section 8. Definitions. Terms used but not otherwise defined in
this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with
the SEC, under the Securities Act.
Section 9. Miscellaneous.
(a) Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or
anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates
thereof.
(b) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is
held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of this Agreement.
(c) Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken
together shall constitute one and the same agreement.
(d) Descriptive Headings; Interpretation. The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the
word “including” in this Agreement shall be by way of example rather than by limitation.
(e) Governing Law. This Agreement shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the
State of New York.
(f) Amendments. This Agreement may not be amended, modified or waived
as to any particular provision, except by a written instrument executed by all parties hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement to be effective as of the date first set forth above.
COMPANY:
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COUNTER
PRESS ACQUISITION CORPORATION
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By:
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Name:
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Title:
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PURCHASER:
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EarlyBirdCapital, Inc.
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By:
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Name:
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Signature
Page – Private Units Purchase Agreement
Exhibit 10.7
FORM OF INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this “Agreement”)
is made as of [●], 2022, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the
“Company”), and [●] (“Indemnitee”).
RECITALS
WHEREAS, highly competent persons have become more
reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out
of their service to and activities on behalf of such companies;
WHEREAS, the Board of Directors of the Company (the “Board”)
has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis,
at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain
liabilities;
WHEREAS, while the Amended and Restated Memorandum and Articles
of Association of the Company provide for the indemnification of the officers and directors of the Company, Indemnitee may also
be entitled to indemnification pursuant to applicable Cayman Islands law, and the Amended and Restated Memorandum and Articles
of Association provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts
may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification,
hold harmless, exoneration, advancement and reimbursement rights;
WHEREAS, the uncertainties relating to such insurance and
to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board has determined that the increased difficulty
in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders and that the Company
should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the
Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company
so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
WHEREAS, this Agreement is a supplement to and in furtherance
of the Amended and Restated Memorandum and Articles of Association of the Company and any resolutions adopted pursuant thereto,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee may not be willing
to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity, and
Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition
that he or she be so indemnified.
NOW, THEREFORE, in consideration of
the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1. SERVICES TO THE COMPANY.
In consideration of the Company’s covenants and obligations hereunder,
Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or any other capacity of the Company,
as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation
or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee
has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section
17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the
Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
2. DEFINITIONS.
As used in this Agreement:
(a) References to “agent” shall mean any
person who is or was a director, officer or employee of the Company or a Subsidiary (as defined below) of the Company or other
person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer,
employee, fiduciary or other official of another company, corporation, partnership, limited liability company, joint venture, trust
or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a Subsidiary (as
defined below) of the Company.
(b) The terms “Beneficial Owner” and “Beneficial
Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as
in effect on the date hereof.
(c) “Cayman Court” shall mean the courts
of the Cayman Islands.
(d) A “Change in Control” shall be deemed
to occur upon the earliest to occur after the date of this Agreement of any of the following events:
(i) Acquisition of Shares by Third Party. Other than an affiliate
of Counter Press Sponsor LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power
of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in
the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number
of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved
in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part
(iii) of this definition;
(ii) Change in Board of Directors. Individuals who, as of
the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s
shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date
hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”),
cease for any reason to constitute at least a majority of the members of the Board;
(iii) Corporate Transactions. The effective date of a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one
or more businesses (a “Business Combination”), in each case, unless, following such Business Combination:
(1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally
in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than
50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of
directors resulting from such Business Combination (including, without limitation, a company which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially
the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally
in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company resulting from such
Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then
outstanding securities entitled to vote generally in the election of directors of the surviving company except to the extent that
such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company
resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of
the action of the Board of Directors, providing for such Business Combination;
(iv) Liquidation. The approval by the shareholders of the
Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company
of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or,
if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction
or a series of related transactions); or
(v) Other Events. There occurs any other event of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a
response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or
not the Company is then subject to such reporting requirement.
(e) “Companies Law” shall mean the Companies
Law (2018 Revision) of the Cayman Islands, as amended from time to time.
(f) “Corporate Status” describes the status
of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent
of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.
(g) “Disinterested Director” shall mean
a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification
is sought by Indemnitee.
(h) “Enterprise” shall mean the Company
and any other company, corporation, constituent company or corporation (including any constituent of a constituent) absorbed in
a consolidation or merger to which the Company (or any of its wholly owned Subsidiaries) is a party, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request
of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.
(i) “Exchange Act” shall mean the United
States Securities Exchange Act of 1934, as amended.
(j) “Expenses” shall include all direct
and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’
fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators
and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax
transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or
otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by the Indemnitee
for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred
in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium,
security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(k) References to “fines” shall include
any excise tax assessed on Indemnitee with respect to any employee benefit plan.
(l) References to “serving at the request of the Company”
shall include any service as a director, officer, employee, agent or fiduciary of the Company or a Subsidiary of the Company which
imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit
plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
(m) “Independent Counsel” shall mean a law
firm or a member of a law firm with significant experience in matters of corporation law and that neither presently is, nor in
the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement.
(n) The term “Person” shall have the meaning
as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person”
shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the
Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the shareholders
of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or other
fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company
or of a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their
ownership of shares of the Company.
(o) The term “Proceeding” shall include
any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company
or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative
or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee
is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action
(or failure to act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or
she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary,
employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense
is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.
(p) The term “Subsidiary,” with respect
to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which
a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
3. INDEMNITY IN THIRD-PARTY PROCEEDINGS.
To the fullest extent permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant
(as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a
judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines,
penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable
cause to believe that his or her conduct was unlawful.
4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
To the fullest extent permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant
(as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by
reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated
against all Expenses actually and reasonably incurred by him or her on his or her behalf in connection with such Proceeding or
any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under
this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be
liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Cayman Court shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY
SUCCESSFUL.
Notwithstanding any other provisions of this Agreement except for
Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in)
and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole
or in part, the Company shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles
of Association of the Company, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred
by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits
or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest
extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify,
hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding,
the Company also shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles
of Association of the Company, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection
with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section
and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.
6. INDEMNIFICATION FOR EXPENSES OF A WITNESS.
Notwithstanding any other provision of this Agreement except for
Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee was or is not a party or threatened to be made a party, he or she shall, to the fullest extent permitted by
applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, be indemnified, held harmless
and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.
7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION
RIGHTS.
(a) Notwithstanding any limitation in Sections 3, 4, or 5, except
for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and
Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened
to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor)
against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration
rights shall be available under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s
duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct
or a knowing violation of the law.
(b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a),
except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened
to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor)
against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding.
8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.
(a) To the fullest extent permissible under applicable law, if the
indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole
or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay,
in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts
paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute
to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.
(b) The Company shall not enter into any settlement of any Proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides
for a full and final release of all claims asserted against Indemnitee.
(c) The Company hereby agrees to fully indemnify, hold harmless
and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company
other than Indemnitee who may be jointly liable with Indemnitee.
9. EXCLUSIONS.
Notwithstanding any provision in this Agreement, the Company shall
not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection
with any claim made against Indemnitee:
(a) for which payment has actually been received by or on behalf
of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been
returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement,
other indemnity or advancement provision or otherwise;
(b) for an accounting of profits made from the purchase and sale
(or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any
successor rule) or similar provisions of state statutory law or common law; or
(c) except as otherwise provided in Sections 14(f)-(g) hereof, prior
to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any
Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or
other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii)
the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers
vested in the Company under applicable law.
10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.
(a) Notwithstanding any provision of this Agreement to the contrary
except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred
by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding
within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time,
prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company, be unsecured and interest free. Advances shall, to the fullest
extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, be made
without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified,
held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses
incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in
advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf
of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to
be indemnified by the Company under the provisions of this Agreement, the Amended and Restated Memorandum and Articles of Association,
applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold
harmless or exoneration payment is excluded pursuant to Section 9.
(b) The Company will be entitled to participate in the Proceeding
at its own expense.
(c) The Company shall not settle any action, claim or Proceeding
(in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s
prior written consent.
11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
(a) Indemnitee agrees to notify promptly the Company in writing
upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding,
claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of
Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement, or otherwise.
(b) Indemnitee may deliver to the Company a written application
to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from
time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application
for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of
this Agreement.
12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.
(a) A determination, if required by applicable law, with respect
to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall
be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the
Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested
Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any
determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which
indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall
be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from
disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses
(including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.
(b) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in
this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection
be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel
so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as
defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice
to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel
so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event,
Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been
received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel.
If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel
unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section
11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition
the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection
of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person
with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a)
hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).
(c) The Company agrees to pay the reasonable fees and expenses of
Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities
and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
(a) In making a determination with respect to entitlement to indemnification
hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement,
and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested
Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.
(b) If the person, persons or entity empowered or selected under
Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination
within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of
the Company, be deemed to have been made and Indemnitee 12 shall be entitled to such indemnification, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification
is expressly prohibited under applicable law or the Amended and Restated Memorandum and Articles of Association of the Company;
provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days,
if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires
such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
(c) The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except
as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create
a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe
that his or her conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any
director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise,
its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent
certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board
or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed
to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable
standard of conduct set forth in this Agreement.
(e) The knowledge and/or actions, or failure to act, of any other
director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed
to Indemnitee for purposes of determining the right to indemnification under this Agreement.
14. REMEDIES OF INDEMNITEE.
(a) In the event that (i) a determination is made pursuant to Section
12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to
the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,
is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have
been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification,
(iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement
within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely
manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is
not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment
to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with
this Agreement, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration,
contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth
herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration.
The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant
to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced
pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee
shall not be prejudiced by reason of that adverse determination.
(c) In any judicial proceeding or arbitration commenced pursuant
to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advancement
of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified,
held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce
into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee
commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company
for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification
(as to which all rights of appeal have been exhausted or lapsed).
(d) If a determination shall have been made pursuant to Section
12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with
the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(e) The Company shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by
all the provisions of this Agreement.
(f) The Company shall indemnify and hold harmless Indemnitee to
the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company
against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request)
pay to Indemnitee, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association
of the Company, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought
by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification,
hold harmless, exoneration, advancement or contribution agreement or provision of the Amended and Restated Memorandum and Articles
of Association now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person
for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such
indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless
such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
(g) Interest shall be paid by the Company to Indemnitee at the legal
rate under New York law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to
indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification,
to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such
payment is made to Indemnitee by the Company.
15. SECURITY.
Notwithstanding anything herein to the contrary, except for Section
27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide
security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other
collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of
Indemnitee.
16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
(a) The rights of Indemnitee as provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Amended and
Restated Memorandum and Articles of Association, any agreement, a vote of shareholders or a resolution of directors, or otherwise.
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed)
or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate
Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial
decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded
currently under the Amended and Restated Memorandum and Articles of Association or this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.
(b) The Companies Law and the Amended and Restated Memorandum and
Articles of Association permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements
including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”)
on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her or in such
capacity as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not
the Company would have the power to indemnify him or her against such liability under the provisions of this Agreement or under
the Companies Law, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement
shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as
expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification
Arrangement.
(c) To the extent that the Company maintains an insurance policy
or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries,
employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee
shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available
for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or
policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant
(as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give
prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, the Company,
to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,
shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, including with respect to any
insurance. The Indemnitee shall execute all papers required and take all action necessary to secure such 16 rights, including execution
of such documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment by the Company shall
be deemed to relieve any insurer of its obligations.
(e) The Company’s obligation to indemnify, hold harmless, exonerate
or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee,
partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee
has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise.
Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation
to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or
insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance
of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without
regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution
or insurance coverage rights against any person or entity other than the Company.
(f) Notwithstanding anything contained herein, the Company is the
primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates is secondary.
17. DURATION OF AGREEMENT.
All agreements and obligations of the Company contained herein shall
continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner,
manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit
plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee
shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee
pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or not he or she is acting in any such
capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.
18. SEVERABILITY.
If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable
law and the Amended and Restated Memorandum and Articles of Association of the Company; (b) such provision or provisions shall
be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
19. ENFORCEMENT AND BINDING EFFECT.
(a) The Company expressly confirms and agrees that it has entered
into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer
or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director,
officer or key employee of the Company.
(b) Without limiting any of the rights of Indemnitee under the Amended
and Restated Memorandum and Articles of Association of the Company as they may be amended from time to time, this Agreement constitutes
the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c) The indemnification, hold harmless, exoneration and advancement
of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto
and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to
be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member,
fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and
his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(d) The Company shall require and cause any successor (whether direct
or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or
assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession
had taken place.
(e) The Company and Indemnitee agree herein that a monetary remedy
for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that
such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent
permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, enforce this Agreement
by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage
or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking
or obtaining any other relief to which he 18 or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall,
to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,
be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions
and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges
that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, Company
hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company.
20. MODIFICATION AND WAIVER.
No supplement, modification or amendment of this Agreement shall
be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
21. NOTICES.
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party
to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage
prepaid, on the third (3rd) business day after the date on which it is so mailed:
(a) If to Indemnitee, at the address indicated on the signature
page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.
(b) If to the Company, to:
Counter Press Acquisition Corporation
1981 Marcus Avenue, Suite 227
Lake Success, NY 11042
Attention: Chief Financial Officer
With a copy, which shall not constitute notice, to:
Venable LLP
1270 Avenue of the Americas
New York, NY 10020
Attn: William N. Haddad, Esq.
E-mail: wnhaddad@venable.com
or to any other address as may have been furnished to Indemnitee
in writing by the Company.
22. APPLICABLE LAW AND CONSENT TO JURISDICTION.
This Agreement and the legal relations among the parties shall be
governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict of
laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the
fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,
the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the Cayman Court and not in any other state or federal court in the United
States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Cayman Court for
purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying
of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead or to make, any claim that
any such action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum, or is subject
(in whole or in part) to a jury trial. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of the Company, the parties hereby agree that the mailing of process and other papers in connection
with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by applicable
law and the Amended and Restated Memorandum and Articles of Association of the Company, shall be valid and sufficient service thereof.
23. IDENTICAL COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each
of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence
of this Agreement.
24. MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of
the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and
shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
25. PERIOD OF LIMITATIONS.
No legal action shall be brought and no cause of action shall be
asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives
after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company
shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided,
however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall
govern.
26. ADDITIONAL ACTS.
If for the validation of any of the provisions in this Agreement
any act, resolution, approval or other procedure is required to the fullest extent permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company, the Company undertakes to cause such act, resolution, approval
or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
27. WAIVER OF CLAIMS TO TRUST ACCOUNT.
Indemnitee hereby agrees that he or she does not have any right,
title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established
in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering,
and hereby waives any Claim he or she may have in the future as a result of, or arising out of, any services provided to the Company
and will not seek recourse against such trust account for any reason whatsoever.
28. MAINTENANCE OF INSURANCE.
The Company shall use commercially reasonable efforts to obtain
and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement,
one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage
for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this
Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent
of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee
shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to
the most favorably insured of the Company’s directors and officers.
29. INTERPRETATION.
In this Agreement:
(a) words importing the singular number include the plural number
and vice versa; words importing the masculine gender include the feminine gender; words importing persons include corporations
as well as any other legal or natural person;
(b) “written” and “in writing” include all modes
of representing or reproducing words in visible form, including in the form of an Electronic Record;
(c) “shall” shall be construed as imperative and “may”
shall be construed as permissive;
(d) references to provisions of any law or regulation shall be construed
as references to those provisions as amended, modified, re-enacted or replaced;
(e) any phrase introduced by the terms “including,” “include,”
“in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words
preceding those terms;
(f) the term “and/or” is used herein to mean both “and”
as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the
terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term
“and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
(g) headings are inserted for reference only and shall be ignored
in construing this Agreement;
(h) any requirements as to delivery under this Agreement include
delivery in the form of an electronic record (as defined in the Electronic Transactions Law (2003));
(i) any requirements as to execution or signature under this Agreement
including the execution of this Agreement itself can be satisfied in the form of an electronic signature (as defined in the Electronic
Transactions Law (2003 Revision));
(j) sections 8 and 19(3) of the Electronic Transactions Law (2003
Revision) shall not apply.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto
have caused this Indemnity Agreement to be signed as of the day and year first above written.
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COUNTER
PRESS ACQUISITION CORPORATION
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By:
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Name:
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Title:
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INDEMNITEE
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By:
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Name:
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Address
for notices:
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[Signature
Page – Indemnity Agreement]
AMENDMENT
NO. 1 TO COUNTER PRESS ACQUISITION CORPORATION
PROMISSORY
NOTE
This
Amendment No. 1 to the Promissory Note (this "Amendment"), dated as of December 17, 2021, by and between Counter Press
Acquisition Corporation, a Cayman Islands exempted company, (the "Maker") and Counter Press Sponsor LLC, a Cayman Islands
limited liability company, or its registered assigns or successors in interest (the "Payee", and together with the Maker,
the "Parties", and each, a "Party").
WHEREAS,
the Parties have entered into a Promissory Note in the Principal Amount of $150,000 (the "Note");
WHEREAS,
the Parties hereto desire to amend the definition of "Maturity Date" in the first sentence of Section 1 of the Note,
on the terms and subject to the conditions set forth herein; and
WHEREAS,
pursuant to Section 13 of the Note, the Amendment contemplated by the Parties must be contained in a written agreement and approved
by the Maker and the Payee.
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
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1.
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Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Note.
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2.
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Amendment to Note: The first sentence of Section 1 of the Note shall be deleted and replaced in its entirety with the following:
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"The
entire unpaid principal balance of Note shall be payable on the earlier of: (i) February 28, 2021, or (ii) the date on which Maker consummates
an initial public offering of its securities (such earlier date, the "Maturity Date")."
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3.
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Date of Effectiveness; Limited Effect: This Amendment will become effective on the date first written above. Except as expressly provided in this Amendment, all of the terms and provisions of the Note are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Note or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the date hereof, each reference in the Note to "this Agreement," "the Agreement," "hereunder," "hereof," "herein" or words of like import will mean and be a reference to the Note as amended by this Amendment.
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a.
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This Amendment is governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions of such State.
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b.
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This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
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IN
WITNESS WHEREOF, the undersigned has executed this Amendment on the date first written above.
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Counter Press Acquisition Corp.
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By:
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Name: Michael Kalt
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Title: Chief Executive Officer
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Acknowledged and agreed as of the date first
above written.
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Counter Press Sponsor LLC
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By:
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Name:
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Title:
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SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (“Agreement”)
is made and entered into as of December 17, 2021, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company
(the “Company”), and BTIG, LLC (the “Purchaser”).
WHEREAS, the Purchaser desires to purchase and Company
desires to issue and sell to the Purchaser Class A ordinary shares, par value of $US0.0001 each (the “Class A Shares”)
on the terms and conditions set forth below.
WHEREAS, this Agreement shall supersede and replace
all prior agreements and understandings, oral or written, between the Company and the Purchaser regarding the Purchased Shares covered
hereby.
NOW, THEREFORE, in consideration of the premises and
the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties
intending to be legally bound, hereby agree as follows:
1. The Transaction. Subject to the terms
and conditions set forth in this Agreement, on a closing date to be agreed between the parties hereto, Purchaser will purchases from the
Company, and the Company will issues and sells to the Purchaser, 19,375 Class A Shares (the “Purchased Shares”) for
an aggregate purchase price of $225.
2. Representations and Warranties of the Company.
The Company hereby represents and warrants to the Purchaser
as follows:
2.1. The Company (i) is an exempted company duly incorporated,
validly existing and in good standing under the laws of the Cayman Islands, and has full power and authority to own, lease and operate
its properties and assets and to conduct its business as now being conducted; and (ii) has all requisite legal and corporate power to
execute and deliver this Agreement, and to carry out and perform its obligations hereunder. All corporate actions on the part of the Company,
its directors and shareholders, necessary for the authorization, execution, delivery and performance of this Agreement and the performance
of the Company’s obligations hereunder, have been taken. The execution and the delivery of this Agreement and the consummation of
the transactions contemplated hereby, will not violate any applicable law or conflict with, or result in a breach of any agreement or
other arrangement to which the Company is a party or by which it is bound.
2.2. This Agreement constitutes the valid and binding
obligation of the Company, legally enforceable against the Company in accordance with its terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally,
or by general equity principles, and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.
2.3. The authorized share capital of the Company consists
of 200,000,000 Class A ordinary shares of par value of US$0.0001 each, 20,000,000 Class B ordinary shares of par value of US$0.0001 each
and 1,000,000 preference shares of par value US$0.0001 each.
3. Representations and Warranties of the Purchaser.
The Purchaser hereby represents and warrants to the
Company as follows:
3.1. It has all requisite legal and corporate power
to execute and deliver this Agreement, and to carry out and perform its obligations hereunder. All corporate actions on the part of the
Purchaser, its managers and partners, necessary for the authorization, execution, delivery and performance of this Agreement and the performance
of the Purchaser’s obligations hereunder, have been taken. The execution and the delivery of this Agreement and the consummation
of the transactions contemplated hereby, will not violate any applicable law or conflict with, or result in a breach of any agreement
or other arrangement to which the Purchaser is a party or by which it is bound.
3.2. This Agreement constitutes a valid and legally
binding obligation of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies.
3.3.
The Purchaser acknowledges that the Purchased Shares it is purchasing subject to the terms of this Agreement are characterized
as “restricted securities” under the federal securities laws in as much as they are being acquired from the Company
in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold
without registration under the U.S. Securities Act of 1933, as amended (the “Act”), only in certain limited
circumstances. In this connection, the Investor represents that it is familiar with SEC Rule 144, as presently in effect, and
understands the resale limitations imposed thereby and by the Act.
3.4. It is understood that certificates evidencing
the Purchased Shares (if any) may bear one or all of the following legends or similar legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”
4. Miscellaneous.
4.1. Governing Law. This Agreement shall
be governed by the laws of New York, New York, USA, regardless of any applicable conflict of laws provisions; and the competent courts
of the New York, New York, USA, will have the exclusive jurisdiction with respect to any conflict arising in connection herewith.
4.2. Entire Agreement. This Agreement constitutes
the full and entire understanding and agreement between the parties hereto with regard to the subjects hereof, and supersedes any and
all prior agreements and understandings of the parties concerning such subject matter. Neither this Agreement nor any term hereof may
be amended, waived, discharged, or terminated other than by a written instrument signed by both parties hereto.
4.3. Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be enforceable against the party actually executing such counterpart, and
all of which together shall constitute one and the same instrument.
4.4. Notices, etc. All notices and
other communications required or permitted hereunder shall be in writing and shall be deemed effectively given on the earliest of the
following: (a) the date of personal delivery; (b) one (1) business day after transmission by facsimile, addressed to the other party at
its facsimile number, with confirmation of transmission; (c) five (5) business day after deposit with a return receipt express courier;
or (d) seven (7) business days after deposit in local mail by registered or certified mail. All notices not delivered personally or by
facsimile will be sent with postage and/or other charges prepaid and properly addressed at the address as either party shall have notified
its counterpart.
[Signatures to Follow]
IN WITNESS WHEREOF, the parties have executed this
Share Purchase Agreement as of the date first above written.
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Counter Press Acquisition Corporation
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BTIG, LLC
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By:
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By:
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(Name & Title of Signatory)
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(Name & Title of Signatory)
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3
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (“Agreement”)
is made and entered into as of December 17, 2021, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company
(the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”).
WHEREAS, the Purchaser desires to purchase and Company
desires to issue and sell to the Purchaser Class A ordinary shares, par value of $US0.0001 each (the “Class A Shares”)
on the terms and conditions set forth below.
WHEREAS, this Agreement shall supersede and replace
all prior agreements and understandings, oral or written, between the Company and the Purchaser regarding the Purchased Shares covered
hereby.
NOW, THEREFORE, in consideration of the premises and
the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties
intending to be legally bound, hereby agree as follows:
1. The Transaction. Subject to the terms
and conditions set forth in this Agreement, on a closing date to be agreed between the parties hereto, Purchaser will purchases from the
Company, and the Company will issues and sells to the Purchaser, 19,375 Class A Shares (the “Purchased Shares”) for
an aggregate purchase price of $225.
2. Representations and Warranties of the Company.
The Company hereby represents and warrants to the Purchaser
as follows:
2.1. The Company (i) is an exempted company duly incorporated,
validly existing and in good standing under the laws of the Cayman Islands, and has full power and authority to own, lease and operate
its properties and assets and to conduct its business as now being conducted; and (ii) has all requisite legal and corporate power to
execute and deliver this Agreement, and to carry out and perform its obligations hereunder. All corporate actions on the part of the Company,
its directors and shareholders, necessary for the authorization, execution, delivery and performance of this Agreement and the performance
of the Company’s obligations hereunder, have been taken. The execution and the delivery of this Agreement and the consummation of
the transactions contemplated hereby, will not violate any applicable law or conflict with, or result in a breach of any agreement or
other arrangement to which the Company is a party or by which it is bound.
2.2. This Agreement constitutes the valid and binding
obligation of the Company, legally enforceable against the Company in accordance with its terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally,
or by general equity principles, and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.
2.3. The authorized share capital of the Company consists
of 200,000,000 Class A ordinary shares of par value of US$0.0001 each, 20,000,000 Class B ordinary shares of par value of US$0.0001 each
and 1,000,000 preference shares of par value US$0.0001 each.
3. Representations and Warranties of the Purchaser.
The Purchaser hereby represents and warrants to the
Company as follows:
3.1. It has all requisite legal and corporate power
to execute and deliver this Agreement, and to carry out and perform its obligations hereunder. All corporate actions on the part of the
Purchaser, its managers and partners, necessary for the authorization, execution, delivery and performance of this Agreement and the performance
of the Purchaser’s obligations hereunder, have been taken. The execution and the delivery of this Agreement and the consummation
of the transactions contemplated hereby, will not violate any applicable law or conflict with, or result in a breach of any agreement
or other arrangement to which the Purchaser is a party or by which it is bound.
3.2. This Agreement constitutes a valid and legally
binding obligation of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies.
3.3. The Purchaser acknowledges that the Purchased
Shares it is purchasing subject to the terms of this Agreement are characterized as “restricted securities” under the federal
securities laws in as much as they are being acquired from the Company in a transaction not involving a public offering and that under
such laws and applicable regulations such securities may be resold without registration under the U.S. Securities Act of 1933, as amended
(the “Act”), only in certain limited circumstances. In this connection, the Investor represents that it is familiar
with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
3.4. It is understood that certificates evidencing
the Purchased Shares (if any) may bear one or all of the following legends or similar legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”
4. Miscellaneous.
4.1. Governing Law. This Agreement shall
be governed by the laws of New York, New York, USA, regardless of any applicable conflict of laws provisions; and the competent courts
of the New York, New York, USA, will have the exclusive jurisdiction with respect to any conflict arising in connection herewith.
4.2. Entire Agreement. This Agreement constitutes
the full and entire understanding and agreement between the parties hereto with regard to the subjects hereof, and supersedes any and
all prior agreements and understandings of the parties concerning such subject matter. Neither this Agreement nor any term hereof may
be amended, waived, discharged, or terminated other than by a written instrument signed by both parties hereto.
4.3. Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be enforceable against the party actually executing such counterpart,
and all of which together shall constitute one and the same instrument.
4.4. Notices, etc. All notices and
other communications required or permitted hereunder shall be in writing and shall be deemed effectively given on the earliest of the
following: (a) the date of personal delivery; (b) one (1) business day after transmission by facsimile, addressed to the other party at
its facsimile number, with confirmation of transmission; (c) five (5) business day after deposit with a return receipt express courier;
or (d) seven (7) business days after deposit in local mail by registered or certified mail. All notices not delivered personally or by
facsimile will be sent with postage and/or other charges prepaid and properly addressed at the address as either party shall have notified
its counterpart.
[Signatures to Follow]
IN WITNESS WHEREOF, the parties have executed this
Share Purchase Agreement as of the date first above written.
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Counter Press Acquisition Corporation
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EarlyBirdCapital, Inc.
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By:
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By:
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(Name & Title of Signatory)
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(Name & Title of Signatory)
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3
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this Registration Statement Amendment
of Counter Press Acquisition Corp. (the “Company”) on Form S-1 of our report dated December 20, 2021, with respect to our
audit of the Company’s financial statements as of September 30, 2021 and for the period from May 19, 2021 (inception) through September
30, 2021, which appears in this Registration Statement on Form S-1/A. Our report contained an explanatory paragraph regarding uncertainty
about the Company’s ability to continue as a going concern.
We also consent to the reference to our Firm under the caption “Experts”
in such Prospectus.
/s/ UHY LLP
Melville, New York
January 27, 2022
Exhibit 99.1
Audit Committee Charter
I. Committee Purpose and Responsibilities
The Audit Committee (the “Committee”)
of the Board of Directors (the “Board”) of Counter Press Acquisition Corporation (the “Company”) is primarily
established for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial
statements of the Company, and the internal audit function.
The Committee is responsible for assisting the Board’s
oversight of (1) the quality and integrity of the Company’s financial statements and related disclosure, (2) the Company’s
compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance
of the Company’s internal audit function, including with respect to audits of the Company’s information technology environment,
and the independent auditor.
II. Committee Membership
Subject to the applicable phase-in periods permitted
by the rules of the Nasdaq Stock Market (“NASDAQ”), the Committee shall consist of three or more members of the Board, each
of whom the Board has determined has no material relationship with the Company and each of whom shall meet all applicable independence,
financial literacy and other requirements of the NASDAQ and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). At least one member shall be an “audit committee financial expert” as defined by the applicable rules of the
Securities and Exchange Commission (the “SEC”). The members of the Committee shall be appointed by and shall serve at the
pleasure of the Board for such term or terms as the Board may determine.
No member of the Committee may serve on the audit
committee of more than three public companies, including the Company, unless the Board has determined that such simultaneous service would
not impair the ability of such member to effectively serve on the Committee.
III. Authority and Duties
The following list of duties is not exhaustive, and
the Committee may, in addition, perform such other functions as may be necessary or appropriate for the performance of its oversight function.
Independent Auditor’s Qualifications and Independence
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A.
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The Committee shall be solely responsible for the appointment, retention, compensation and oversight of the work of the independent auditor employed by the Company (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or permitted related audit, review or attest services. The independent auditor shall report directly to the Committee.
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B.
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The Committee shall have the sole authority to preapprove any audit and non-audit services to be provided by the independent auditor, and to adopt policies and procedures in connection therewith. The Committee shall review with the lead audit partner whether any of the audit team members receive any discretionary compensation from the audit firm with respect to non-audit services performed by the independent auditor.
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C.
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The Committee shall obtain and review, annually or more frequently as the Committee considers appropriate, a report by the independent auditor describing: the independent auditor’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditor, or by any inquiry, review or investigation by governmental, professional or other regulatory authorities, within the preceding five years, respecting independent audits carried out by the independent auditor, and any steps taken to address any such issues; and (to assess the independent auditor’s independence) all relationships between the independent auditor and the Company. The Committee shall, in addition to assuring the regular rotation of the lead (or coordinating) audit partner and the audit partner responsible for reviewing the audit, consider whether there should be regular rotation of the audit firm in the interest of assuring continuing independence of an independent auditor, and report its conclusions to the Board.
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D.
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The Committee shall review the experience, qualifications and performance of the senior members of the independent auditor team.
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E.
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The Committee shall preapprove the hiring of any employee or former employee of the independent auditor who was a member of the Company’s audit team during the preceding three fiscal years. In addition, the Committee shall preapprove the hiring of any employee or former employee of the independent auditor (within the preceding three fiscal years) for the following positions within the Company, regardless of whether that person was a member of the Company’s audit team: Officer or Executive Officer, each as defined under applicable federal securities laws (other than secretary or treasurer), or any person who has direct responsibility for oversight over those who prepare the Company’s financial statements and related information (e.g., Management’s Discussion and Analysis of Financial Condition and Results of Operations, or “MD&A”).
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Financial Statements and Related Disclosure
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F.
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The Committee shall review the annual audited financial statements and quarterly financial statements with management and the independent auditor, including the Company’s disclosures under MD&A before the filing of the Company’s Form 10-K and Form 10-Q.
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G.
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The Committee shall review with management earnings press releases before they are issued. The Committee shall review generally with management the nature of the financial information and earnings guidance provided to analysts and rating agencies.
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H.
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The Committee shall review with the independent auditor: (a) all critical accounting policies and practices to be used by the Company in preparing its financial statements, (b) all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of these alternative disclosures and treatments, and the treatment preferred by the independent auditor, and (c) other material communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences. In addition, the Committee shall review with the independent auditor any audit problems or difficulties and management’s response, and any significant disagreements with management.
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I.
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The Committee shall review with management, and any outside professionals as the Committee considers appropriate, the effectiveness of the Company’s disclosure controls and procedures.
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J.
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The Committee shall review with management, the principal internal auditor and the independent auditor the quality, adequacy and effectiveness of the Company’s internal control over financial reporting and any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting.
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K.
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The Committee shall prepare the report of the audit committee required by the SEC to be included in the Company’s annual proxy statement.
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Performance of the Internal Audit Function
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L.
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The Committee shall review with management, the principal internal auditor and the independent auditor the scope, planning and staffing of the proposed audit plan for the current year, and shall approve the audit plan for the current year and any significant changes thereto. The Committee shall also review the internal audit function’s organization, responsibilities, plans, results, budget and staffing. The Committee shall receive quarterly communications from the principal internal auditor on the results of and internal audit function’s performance relative to its audit plan, including with respect to audits of the Company’s information technology environment, and other matters.
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M.
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The Committee shall review and approve annually the internal audit function’s charter, which shall set forth the organization and responsibilities of the internal audit function, as well as the budget and staffing of the internal audit function.
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N.
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Management shall consult with the Committee on, and the Committee shall approve, the appointment, replacement, reassignment or dismissal of the principal internal auditor. The Committee’s Chairperson shall evaluate the principal internal auditor’s compensation and conduct a periodic performance appraisal.
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Enterprise Risk Management
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O.
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The Committee shall review with management the Company’s policies and practices with respect to risk assessment and risk management, including environmental, social and governance (ESG) risk, except with respect to those risks for which oversight has been assigned to other committees of the Board or retained by the Board.
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Compliance with Legal and Regulatory Requirements
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P.
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The Committee shall review with management, and any internal or external counsel as the Committee considers appropriate, any legal matters (including the status of pending litigation) that may have a material impact on the Company and any material reports or inquiries from regulatory or governmental agencies.
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Q.
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The Committee shall review with management the adequacy and effectiveness of the Company’s procedures to ensure compliance with its legal and regulatory responsibilities. The Committee shall oversee the administration of the Company’s Code of Business Conduct and Ethics and any other appropriate compliance policies over which the Audit Committee has authority, and will review requests for waivers under the Code of Ethics sought with respect to any executive officer or director, as applicable.
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R.
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The Committee shall establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, auditing matters or potential violations of law, and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters or potential violations of law.
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S.
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The Committee shall review any material transaction between the Company and the Chief Financial Officer and Chief Accounting Officer in accordance with the Company’s Code of Ethics, and shall review and provide prior written approval of any such transaction between the Company and the Chief Executive Officer.
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T.
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The Committee shall also review and approve all transactions involving an amount in excess of $120,000 in which the Company is to be a participant and in which any related person (as defined in Item 404(a) under the Exchange Act) has a direct or indirect material interest.
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IV. Clarification of Audit Committee’s Role
The Committee’s responsibility is one of oversight.
It is the responsibility of the Company’s management to prepare consolidated financial statements in accordance with applicable
law and regulations and of the Company’s independent auditor to audit those financial statements. It is not the responsibility of
the Committee to duplicate the activities of management or the independent auditor or to provide expert or special assurance as to, or
otherwise certify, the Company’s financial statements or internal control over financial reporting, the independent auditor’s
work or compliance of the financial statements with GAAP. The Committee fulfills its oversight role on the basis of the information it
receives from management and the independent auditor. Therefore, in carrying out its oversight responsibilities, each member of the Committee
shall be entitled to rely, to the fullest extent permitted by law, on the integrity of those persons and organizations within and outside
the Company from whom he or she receives information, and the accuracy of the financial and other information provided to the Committee
by such persons or organizations.
V. Committee Structure and Operations
The Board shall designate one member of the Committee
as its chairperson. The Committee shall meet at least four times per year at a time and place determined by the Committee chairperson,
with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee
or its chairperson. Members of the Committee may participate in a meeting of the Committee by means of conference call or similar communications
equipment by means of which all persons participating in the meeting can hear each other.
The Committee shall meet separately, periodically,
with management, the internal auditors and the independent auditor. The Committee shall report regularly to the entire Board on Committee
findings and recommendations and any other matters the Committee deems appropriate or the Board requests, and maintain minutes or other
records of Committee meetings and activities.
VI. Delegation to Subcommittee
The Committee may, in its discretion, delegate all
or a portion of its duties and responsibilities to a subcommittee of the Committee.
VII. Performance Evaluation
The Committee shall conduct an annual performance
evaluation of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this charter. The
performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The Committee shall also
review its charter annually and approve any improvements necessary or desirable to the Committee.
VIII. Resources and Authority
In discharging its oversight role, the Committee shall
have full access to all Company books, records, facilities and personnel of the Company. The Committee may retain counsel, auditors or
other advisors, in its sole discretion and agree to such fees and other retention terms with any provider of services to the Committee
as the Committee may deem necessary. The Company shall provide appropriate funding, as determined by the Committee, for payment of the
independent auditor, any independent counsel or other advisors retained by the Committee, and any ordinary administrative expenses of
the Committee.
Exhibit
99.2
Compensation
Committee Charter
The
Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Counter Press Acquisition
Corporation (the “Company”) shall consist of two or more members of the Board, each of whom the Board has determined has
no material relationship with the Company and each of whom is otherwise “independent” under the listing standards of the
NASDAQ Stock Market (“NASDAQ”) applicable to Compensation Committee members, subject to the applicable phase-in periods permitted
by the rules of the NASDAQ. In addition, in determining whether a director is eligible to serve on the Committee, the Board may consider
whether such person is a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Any action duly taken by the Committee shall be valid and effective, whether or not the
members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership provided
herein.
Members
shall be appointed by the Board based on the recommendation of the Company’s Corporate Governance and Nominating Committee. Members
shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
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II.
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Committee Purpose and Responsibilities
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The
following shall be the purpose and responsibilities of the Committee, as applicable:
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A.
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The Committee
shall review and approve the corporate goals and objectives relevant to compensation of the Company’s Chief Executive Officer,
evaluate the Chief Executive Officer’s performance in light of those goals and objectives and, either as a committee or together
with other independent directors (as directed by the Board), determine and approve the Chief Executive Officer’s compensation level
based on this evaluation. In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee
shall consider, among other factors, the Company’s performance and relative shareholder return, the value of similar incentive
awards to executives at comparable companies, and the awards given to such persons in prior years.
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B.
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The Committee
shall set salaries and approve incentive compensation awards and equity compensation plan awards, as well as compensation policies for
all Section 16 Officers as designated by the Board (other than the Chief Executive Officer, whose compensation is determined in accordance
with paragraph A above).
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C.
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The Committee
shall make recommendations to the Board with respect to all equity-based compensation plans that are subject to Board approval and any
modification to any such plans.
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D.
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The Committee
shall oversee the Company’s compliance with the requirement under the applicable stock exchange rules that, with limited exceptions,
shareholders approve equity compensation plans.
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E.
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Subject to
applicable law and the terms of applicable plan documents, the Committee shall have the power to establish, administer, amend, manage,
periodically review and, where appropriate, terminate all annual bonus, long-term incentive compensation, stock option, employee pension
and welfare benefit plans, including 401(k) plans, employee stock purchase plans, long-term incentive plans, management incentive plans
and other plans. Specifically with respect to cash or equity incentive compensation plans, the Committee shall be responsible for granting
any awards under equity compensation plans and annual bonus plans to the Chief Executive Officer and Section 16 Officers as designated
by the Board.
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F.
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The
Committee shall authorize and approve any employment or severance agreements and amendments with all designated Section 16 Officers.
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G.
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The Committee
shall review and discuss with management of the Company the Compensation Discussion and Analysis (“CD&A”), and based
on such discussions, determine whether to recommend to the Board that the CD&A be included in the Company’s proxy statement
or annual report on Form 10-K, as applicable.
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H.
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The Committee
shall review and approve the annual compensation risk assessment conducted by management to be included in the Company’s proxy
statement or annual report on Form 10-K, as applicable.
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I.
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In coordination
with management, the Committee shall produce the annual report of the Committee to be included in the Company’s proxy statement
or annual report on Form 10-K, as applicable.
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J.
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The Committee
shall consider the results of the most recent shareholder advisory vote on executive compensation (“say-on-pay” vote) and
make recommendations to the Board regarding any change to the frequency with which the Company will conduct a say-on-pay vote.
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K.
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The Committee
shall periodically review and approve the form and amount of compensation of the Board’s non-management directors.
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L.
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The Committee
shall report to the Board on a regular basis, and not less than once per year.
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M.
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The Committee
shall perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the
Company’s compensation programs.
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III.
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Committee Structure
and Operations
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The
Board shall designate one member of the Committee as its chairperson. The Committee shall set its schedule of meetings at a date, time
and place determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent,
when deemed necessary or desirable by the Committee or its chairperson. Members of the Committee may participate in a meeting of the
Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting
can hear each other.
The
Committee may invite such members of management to its meetings as it deems appropriate, consistent with the maintenance of the confidentiality
of compensation discussions. Unless specifically invited by the Committee, the Chief Executive Officer should not attend any meeting
where his performance or compensation is discussed.
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IV.
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Delegation to Subcommittee
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The
Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee, so
long as such subcommittee is solely comprised of one or more members of the Committee and such delegation is not otherwise inconsistent
with law and applicable rules and regulations of the SEC and NASDAQ. In particular, the Committee may delegate the approval of certain
decisions to a subcommittee consisting solely of members of the Committee who are “Non-Employee Directors” for the purposes
of Rule 16b-3 under the Exchange Act.
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V.
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Performance Evaluation
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The
Committee shall conduct an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Committee
with the requirements of this charter. The performance evaluation by the Committee shall be conducted in such manner as the Committee
deems appropriate. The Committee shall also review its charter annually and approve any improvements necessary or desirable to the Committee.
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VI.
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Resources and Authority of the
Committee
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The
Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority, in
its sole discretion, to retain or obtain the advice of compensation consultants, independent legal counsel or other advisers. The Committee
shall be directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant, independent
legal counsel or other adviser retained by it, and the Company shall provide for appropriate funding, as determined by the Committee,
for payment of compensation to any such compensation consultant, independent legal counsel or other adviser retained by the Committee.
With
respect to any compensation consultant who has been engaged to make determinations or recommendations on the amount or form of executive
or director compensation annually, or from time to time as the Committee deems appropriate, assess whether the work of any such compensation
consultant (whether retained by the compensation committee or management) has raised any conflicts of interest in accordance with Item
407(e) of Regulation S-K.
The
Committee may select a compensation consultant, legal counsel or other adviser to the Committee only after taking into consideration
all factors relevant to that person’s independence from management, including, without limitation:
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(a)
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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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(b)
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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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(c)
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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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(d)
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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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(e)
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Any
stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
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(f)
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Any
business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser
with an executive officer of the Company.
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Notwithstanding
the foregoing, nothing contained in this Section VI (a) shall be construed: (i) to require the Committee to implement or act consistently
with the advice or recommendations of any compensation consultant, independent legal counsel or other adviser to the Committee; or (ii)
to affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of the duties of the Committee or (b)
shall require a compensation consultant, legal counsel or other compensation adviser to be independent, provided that the Committee considers
the independence factors listed in clauses (a) through (f) above before selecting or receiving advice from a compensation adviser. The
Committee may select or receive advice from any adviser they prefer including ones that are not independent, after considering the independence
factors outlined in clauses (a) through (f) above.
Exhibit 99.3
Corporate Governance and Nominating Committee Charter
I. Committee Membership
The Corporate Governance and Nominating Committee
(the “Committee”) of the Board of Directors (the “Board”) of Counter Press Acquisition Corporation (the “Company”)
shall consist of two or more members of the Board, each of whom the Board has determined has no material relationship with the Company
and each of whom is otherwise “independent” under the listing standards of the Nasdaq Stock Market (“NASDAQ”),
subject to the applicable phase-in periods permitted by the rules of the NASDAQ. Any action duly taken by the Committee shall be valid
and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements
for membership provided herein.
Members of the Committee shall be appointed by the Board. Members shall
serve at the pleasure of the Board and for such term or terms as the Board may determine.
II. Committee Purpose and Responsibilities
The following shall be the purpose and responsibilities of the Committee,
as applicable:
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A.
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Make recommendations
to the Board from time to time as to changes to the size of the Board or any committee thereof that the Committee believes to be advisable.
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B.
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Identify individuals
qualified to become Board members, consistent with criteria approved by the Board, and to recommend to the Board, the nominees to stand
for election as directors at the annual meeting of shareholders or, if applicable, at a special meeting of shareholders. In the event
of a Board vacancy (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board
an individual to fill such vacancy either through appointment by the Board or through election by shareholders. In selecting or recommending
candidates, the Committee shall take into consideration the criteria approved by the Board, as described in the Company’s Corporate
Governance Guidelines, and such other factors as it deems appropriate. The Committee shall consider all candidates recommended by the
Company’s shareholders in accordance with the procedures set forth in the Company’s annual proxy statement.
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C.
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In the event
any incumbent director who is nominated for election by the shareholders does not receive a majority of the votes cast and tenders his
resignation to the Board, the Committee will consider and recommend to the Board whether to accept or reject the tendered resignation,
or whether other action should be taken.
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D.
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Review the
independence of each director in light of the independence criteria of the NASDAQ and any other independence standards applicable to
directors, and make a recommendation to the Board with respect to each director’s independence.
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E.
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In the case
of a director nominee to fill a Board vacancy created by an increase in the size of the Board, make a recommendation to the Board as
to the class of directors in which the individual should serve.
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F.
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Identify Board
members qualified to fill vacancies on any committee of the Board (including the Committee) and make recommendations to the Board with
respect thereto. In nominating a candidate for committee membership, the Committee should consider any responsibilities and any qualifications
set forth in the applicable committee’s charter, as well as any other factors it deems appropriate, including without limitation
the consistency of the candidate’s experience with the goals of the committee and the interplay of the candidate’s experience
with the experience of other committee members.
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G.
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Develop
and recommend to the Board the corporate governance principles applicable to the Company, and to review the Company’s Corporate
Governance Guidelines at least once per year and recommend to the Board any changes to such Guidelines.
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H.
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Oversee the
evaluation of the performance of the Board and its committees on a continuing basis, and assist the Board in conducting an annual self-evaluation.
The Committee shall also oversee the Board’s continuing evaluation of management.
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I.
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Review the
overall corporate governance of the Company and report to the Board on a regular basis, and not less than once per year, on Committee
findings, recommendations and any other matters the Committee deems appropriate or the Board requests.
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J.
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Perform any
other duties or responsibilities expressly delegated to the Committee by the Board from time to time.
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III. Committee Structure and Operations
The Board shall designate one member of the Committee
as its chairperson. The Committee shall meet at least once per year at a time and place determined by the Committee chairperson, with
further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or
its chairperson. Members of the Committee may participate in a meeting of the Committee by means of conference call or similar communications
equipment by means of which all persons participating in the meeting can hear each other.
IV. Delegation to Subcommittee
The Committee may, in its discretion, delegate all
or a portion of its duties and responsibilities to a subcommittee of the Committee, so long as such subcommittee is solely comprised of
one or more members of the Committee and such delegation is not otherwise inconsistent with law and applicable rules and regulations of
the SEC and the NASDAQ.
V. Performance Evaluation
The Committee shall conduct an annual performance
evaluation of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this charter. The
performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The Committee shall also
review its charter annually and approve any improvements necessary or desirable to the Committee.
VI. Resources and Authority of the Committee
The Committee shall have the resources and authority
appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and
other retention terms of any search firm to identify director candidates, or any special counsel or other experts or consultants, as it
deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director
candidates, this authority shall be vested solely in the Committee.
