As filed with the Securities and
Exchange Commission on July 26, 2019.
Registration
No. 333-232734
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Silver
Spike Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction of incorporation or organization) |
6770
(Primary Standard Industrial Classification Code Number) |
N/A
(I.R.S. Employer
Identification Number) |
1114 6th Ave, 41st Floor
New York, New York, 10036
United States of America
Telephone: (212) 905-4923
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Scott Gordon, Chief Executive Officer
Gregory Gentile, Chief Financial Officer
c/o Silver Spike Acquisition Corp.
1114 6th Ave, 41st Floor
New York, New York, 10036
United States of America
Telephone: (212) 905-4923
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deanna L. Kirkpatrick
Derek J. Dostal
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000 |
Gregg A. Noel
Jonathan Ko
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
Telephone: (213) 687-5000
|
Approximate date of commencement of proposed
sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box. ☐
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
|
|
Emerging growth company ☒ |
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 to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title
of Each Class of Security
Being Registered |
Amount
Being Registered |
Proposed
Maximum Offering Price per Security(1) |
Proposed
Maximum
Aggregate Offering
Price(1) |
Amount
of
Registration Fee(2) |
| Units, each consisting of
one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(3) |
28,750,000
Units |
$10.00 |
$287,500,000 |
$34,845 |
| Class A ordinary shares included
as part of the units(4) |
28,750,000
Shares |
— |
— |
—(5) |
| Redeemable warrants included
as part of the units(4) |
14,375,000
Warrants |
— |
— |
—(5) |
| Total |
|
|
$287,500,000 |
$34,845 |
| (1) | Estimated solely for the purpose of calculating the registration
fee. |
| (3) | Includes 3,750,000 units, consisting of 3,750,000 Class A ordinary
shares and 1,875,000 warrants, which may be issued upon exercise of a 45-day option granted
to the underwriter to cover over-allotments, if any. |
| (4) | 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
splits, share dividends or similar transactions. |
| (5) | No fee pursuant to Rule 457(g). |
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.
SUBJECT TO COMPLETION, DATED
JULY 26, 2019
PRELIMINARY PROSPECTUS
$250,000,000
Silver Spike Acquisition Corp.
25,000,000 Units
Silver Spike Acquisition Corp. is a newly incorporated blank
check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,
which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination
target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business
combination target. While we may pursue a business combination target in any business, industry or geographical location, we intend
to focus our search for businesses in the cannabis industry that are compliant with all applicable laws and regulations within
the jurisdictions in which they are located or operate and, in particular, we will not invest in, or consummate a business combination
with, a target business that we determine has been operating, or whose business plan is to operate, in violation of U.S. federal
laws, including the U.S. Controlled Substances Act.
This is an initial public offering of our securities. Each
unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable 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 provided herein, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after
the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years
after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus.
We have also granted the underwriter a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments,
if any.
We will provide our public shareholders with the opportunity
to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below 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 Class A ordinary shares that were sold as part of the units in this offering,
which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete
our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (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, subject to applicable law and as further described herein.
Our sponsor, Silver Spike Sponsor, LLC, a Delaware limited
liability company (which we refer to as our “sponsor” throughout this prospectus), has committed to purchase an aggregate
of 7,000,000 warrants (or 7,750,000 warrants if the underwriter’s over-allotment option is exercised in full) at a price
of $1.00 per warrant ($7,000,000 in the aggregate or $7,750,000 in the aggregate if the underwriter’s over-allotment option
is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these
warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof
to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein.
Our initial shareholders currently hold 7,187,500 Class
B ordinary shares (which we refer to as “founders shares,” as further described herein), up to 937,500 of which are
subject to forfeiture by our sponsor depending on the extent to which the underwriter’s over-allotment option is 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 election 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. The Class
B ordinary shares held by our initial shareholders 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.
Prior to this offering, there has been no public market for our
units, ordinary shares or warrants. We intend to apply to list our units on the Nasdaq Capital Market, or Nasdaq, under the symbol
“SSPKU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for
listing on Nasdaq. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd day
following the date of this prospectus unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate
trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the “SEC”,
containing an audited balance sheet of the Company reflecting our receipt of the gross proceeds of this offering and issuing a
press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading,
we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “SSPK” and “
SSPKW,” respectively.
We are an “emerging growth company”
under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in
our securities involves risks. See the section of this prospectus entitled “Risk Factors” beginning on page 29.
Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
| | |
Per Unit | |
Total |
| Public offering price | |
$ | 10.00 | | |
$ | 250,000,000 | |
| Underwriting discounts and commissions(1) | |
$ | 0.55 | | |
$ | 13,750,000 | |
| Proceeds, before expenses, to us | |
$ | 9.45 | | |
$ | 236,250,000 | |
| |
(1) |
Includes $0.35 per unit, or $8,750,000 (or up to $10,062,500
if the underwriter’s over-allotment option is exercised in full) in the aggregate, payable to the underwriter for deferred
underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include
certain fees and expenses payable to the underwriter in connection with this offering. See also “Underwriting”
for a description of compensation and other items of value payable to the underwriter. |
Of the proceeds we receive from this offering and the sale
of the private placement warrants described in this prospectus, $250,000,000 or $287,500,000 if the underwriter’s over-allotment
option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account with Continental Stock Transfer
& Trust Company acting as trustee. 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 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) to
modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to 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 24 months from the closing of this offering, subject to applicable law. The proceeds deposited
in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of
our public shareholders.
The underwriter is offering the units for sale on a firm
commitment basis. Delivery of the units will be made on or about ,
2019.
Neither the SEC nor any state securities commission has approved
or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
No invitation, whether directly or indirectly, may be made to
the public in the Cayman Islands to subscribe for our securities.
Sole Book-Running Manager
Credit
Suisse
The date of this prospectus is ,
2019
table
of contents
Page
We are responsible for the information contained in this
prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained
in this prospectus. We and the underwriter 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.
Until ,
2019, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required
to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter
and with respect to unsold allotments or subscriptions.
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:
| · | “we,” “us,” “our,” “company” or “our company” are to Silver
Spike Acquisition Corp., a Cayman Islands exempted company; |
| · | “amended and restated memorandum and articles of association” are to our memorandum and articles of association
to be in effect upon completion of this offering; |
| · | “Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| · | “Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| · | “Companies Law” are to the Companies Law (2018 Revision) of the Cayman Islands as the same may be amended from
time to time; |
| · | “directors” are to our current directors and director nominees; |
| · | “founder shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement
prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary
shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public
shares”); |
| · | “initial shareholders” are to our sponsor and other holders of our founder shares prior to this offering (if
any); |
| · | “letter agreement” refers to the letter agreement entered into between us and our initial shareholders, directors
and officers, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; |
| · | “management” or our “management team” are to our officers and directors and any other advisors described
in the “Management” section of this prospectus; |
| · | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
| · | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously
with the closing of this offering; |
| · | “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); |
| · | “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; |
| · | “sponsor” are to Silver Spike Sponsor, LLC, a Delaware limited liability company; |
| · | “warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased
in this offering or thereafter in the open market) and the private placement warrants; and |
| · | “$,” “US$” and “U.S. dollar” each refer to the United States dollar. |
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. Unless we tell you otherwise, the information in
this prospectus assumes that the underwriter will not exercise its over-allotment option and the forfeiture by our sponsor of
937,500 founder shares.
General
We are a newly incorporated blank check company incorporated
as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus
as our initial business combination. To date, our efforts have been limited to organizational activities and activities related
to this offering. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated
any substantive discussions, directly or indirectly, with any business combination target.
Our sponsor is an affiliate of Silver Spike Capital. Silver
Spike Capital is an asset management fund focused on the burgeoning cannabis and related health & wellness industries. Silver
Spike was formed in 2019 with an executive team consisting of seasoned investment professionals, many of whom have extensive experience
in emerging and frontier markets as well as cannabis industry investors and entrepreneurs with proven track records. With this
team, Silver Spike is positioning to become the leading institutional-quality asset manager in this nascent, fragmented sector.
While we may pursue a business combination target in any business,
industry or geographical location, we intend to focus our search for businesses in the cannabis industry that are compliant with
all applicable laws and regulations within the jurisdictions in which they are located or operate and, in particular, we will not
invest in, or consummate a business combination with, a target business that we determine has been operating, or whose business
plan is to operate, in violation of U.S. federal laws, including the U.S. Controlled Substances Act. The cannabis industry has
experienced significant growth over the last several years. With full federal legalization in Canada and 36 states in the United
States allowing for some type of legal use under state law, the cannabis industry is amongst the fastest growing industries in
the world. We believe that the normalization of cannabis and its many uses - both therapeutic and recreational - is creating a
rarely seen opportunity to invest in related businesses. At the same time, the cannabis industry is highly fragmented and subject
to a complex regulatory framework, creating significant barriers to entry. The cannabis-related investment space is currently dominated
by small funds which we believe lack both the capital and experience to see their investments through multiple rounds of funding.
We believe that there are several target businesses that could
benefit from our partnership and are compliant with all applicable laws and regulations within the jurisdictions in which they
are located or operate. In the United States, this would currently include non-plant touching businesses that support the functioning
of cannabis activity but are not directly related to cultivation, manufacturing, processing, branding, transportation, distribution,
storage or sale of cannabis and cannabis-based products. Another set of eligible targets in the U.S. would include hemp derived
cannabidiol (“CBD”) businesses that are compliant with the U.S. Agricultural Improvement Act of 2018 (the “Farm
Bill Act”), which would include targets engaged in cultivation, manufacturing, processing, branding, transportation, distribution,
storage or sale of hemp-derived CBD. We may also consider companies pursuing an FDA track for pharmaceutical applications and treatments
that entail compounds found in cannabis. There are also a number of qualifying cannabis-related licensed operators in industries
outside of the United States. This includes companies currently operating in jurisdictions where cannabis has been decriminalized
for recreational use, such as Canada, Colombia and Uruguay. Globally, more than 50 countries have legalized some form of medical cannabis. Over the next 24 months, we believe that legislative activity in certain jurisdictions
will further broaden our opportunity set for eligible acquisitions.
The transition of the cannabis and derivative products industries
to a regulated and legal marketplace has been happening at a rapid pace over recent years. Many countries have or are contemplating
some form of legalized use, including Canada and the United States. For example, on June 28, 2018, the Marijuana Freedom and Opportunity
Act was introduced in the United States Senate, which would remove marijuana from the schedule of controlled substances under the
Controlled Substances Act and decriminalize its use. We believe that this momentum will continue to accelerate worldwide, generating
tremendous opportunity in the industry, with both broader legislative acceptance and an evolving regulatory environment. There
have already been hundreds of businesses launched across various sub-sectors of the cannabis industry, many of which are located
in Canada or the United States. These businesses have raised billions of dollars from investors in public and private markets;
including strategic investments from major multinational companies that are altering or broadening their core business focus. Many
of these businesses have valuations in excess of a billion dollars. However, the cannabis industry is still in its infancy. In
order to succeed under the new legislative and regulatory frameworks, we believe that businesses will need strong management teams
with deep operational expertise and financial acumen.
As this industry evolves from a nascent industry cycle, often
with high levels of return, we believe that investors will become more discerning and will focus on business models that can scale
profitably. Despite high profile recent investments, we believe the total quantum of invested capital in the space is scant relative
to other major industry sectors. As the industry evolves and legislative and regulatory hurdles are addressed, we anticipate an
institutionalization of capital investment, with reduced reliance on high net worth individuals, family offices and select hedge
funds. We believe that this will be manifested by new investors providing sources of liquidity that will resemble more mature markets,
including increased breadth of financial instruments across the capital structure.
We believe that the cannabis industry will continue to grow
at a rapid pace in the coming years – with the potential to reach several hundred billion dollars of sales within the next
ten years. Unlike other emerging industries, which have been driven by massive technological advances, cannabis has supported therapeutic
treatments for thousands of years across a variety of cultures. The evolution of public perception is being sustained by consumers
seeking cannabis-based treatments for a variety of health and wellness needs. We believe that there will be growth via the broader
adoption of cannabis for non-recreational use. Potential sources for additional growth include the disruption of a variety of health-related
market segments including pain management, sleep, skin care and cosmetics and anxiety, as well as many other applications that
are being explored.
Scott Gordon, our founder, is the founder and Chief Executive
Officer of Silver Spike Capital, a newly formed investment platform dedicated to the cannabis industry. Mr. Gordon began investing
in the cannabis industry in 2014 and in 2016 co-founded and became Chairman of Egg Rock Holdings, parent company of the Papa &
Barkley family of cannabis products with related subsidiary assets in manufacturing, processing, and logistics. Egg Rock Holdings
also is the parent company of Papa & Barkley Essentials, a hemp-derived CBD business based in Colorado. Mr. Gordon has spent
his career investing in emerging markets globally and has formed and managed a number of large global platforms. Prior to the formation
of Silver Spike Capital, Mr. Gordon was President of Fintech Advisory Inc., investment manager for a multibillion dollar family
office fund focused on long-term and opportunistic investments in emerging markets. Previously, Mr. Gordon held leadership positions
at several asset management firms including Marathon Asset Management, Caxton and Taconic Capital. Earlier in his career, Mr. Gordon
led the Global Special Situations Group at Bank of America, the Emerging Markets business at ING Capital and was a founding member
of the Emerging Markets business at JP Morgan.
Mr. Gordon is joined at Silver Spike by a number of investment
professionals who have experience spanning cannabis, consumer products, medical and scientific research and investment management.
See “Management” for additional information about our management team.
Business Strategy
Our business strategy is to identify and complete our initial
business combination with a target operating in the cannabis industry that is compliant with all applicable laws and regulations
within the jurisdictions in which it is located or operates. We believe that there is an opportunity to take advantage of a newly
emerging industry, with a variety of established operators seeking access to capital and managerial expertise. We intend to leverage
our team’s
collective operating, technical, regulatory and legal expertise to build a strong business with competitive advantages to emerge as a leading public company in the space.
As the industry continues to transition to a new
legislative and regulatory framework, we believe that many companies will need a partner that can assist in providing a level
of operational and financial expertise to support their growth. Our team includes a variety of investment, operational and
healthcare professionals who will provide operating, technical, regulatory and legal expertise to assist a target business
access the public markets, and our team includes Scott Gordon and Orrin Devinsky, both of whom have extensive expertise in
cannabis. Our team consists of professionals who have decades of experience in capital markets globally, have extensive
scientific and medical knowledge of the plant and its many compounds and includes entrepreneurs and founders of consumer
facing businesses.
Our acquisition plan is to leverage our management team’s
networks of potential transaction sources where we believe a combination of our management team’s industry relationships,
knowledge and experience could effect a positive transformation or augmentation of existing businesses or assets. Over the course
of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that
we believe will serve as a useful source of acquisition opportunities. We plan to leverage relationships with management teams
of public and private companies, investment professionals at private equity firms and other financial sponsors, owners of private
businesses, investment bankers, restructuring advisers, consultants, attorneys and accountants, which we believe should provide
us with a number of business combination opportunities.
Following the completion of this offering, the members of our
management team plan to communicate with their networks of relationships to articulate the parameters for our search for a target
business 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, non-exclusive criteria and guidelines that we believe are important in evaluating prospective targets for our
initial business combination. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide
to enter into our initial business combination with a target that does not meet one or more of these criteria and guidelines. We
expect to weigh potential upside from growth in the target business and an improved capital structure against any identified downside
risks. We intend to focus on target businesses that we believe:
| · | exhibit institutional-level operations and financial controls. We intend to seek a target in the cannabis space that
not only has a leading competitive position, but also has the underlying infrastructure and operations to build a public platform; |
| · | have durable competitive advantages that are differentiated in the sector. We intend to acquire an asset that not only
benefits from secular tailwinds in the industry, but also exhibit hard-to-replicate competitive advantages amongst its peers; |
| · | are fundamentally sound with consistent operational performance and free cash flow generation. We expect to target a
business that has historically exhibited profitability and strong cash flow generation. Our management team has a proven track
record accelerating growth of companies with strong past performance; |
| · | are at an inflection point, such as requiring additional capital to achieve a growth strategy. We intend to look for
targets that have clear opportunities for long-term sustainable growth, but which require our capital or expertise to achieve a
growth strategy; |
| · | have the potential to further improve their performance under our ownership. We intend to seek targets where we believe
we can improve company results by leveraging our transactional, financial, managerial and investment experience as well as our
extensive networks and insights. We believe our management team has the right skills and capabilities to enhance companies’
results and consolidate competitive positions in their sectors; |
| · | may benefit from capital markets access. We intend to seek a target that may benefit from being, or has the potential
to become, a public company with an increased public profile, enhanced corporate governance and increased access to a more diversified
pool of capital; and |
| · | exhibit unrecognized value and desirable returns on capital. We will look for targets that we believe have been undervalued
by the marketplace based on our analysis and due diligence review. |
These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria
and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we
decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines,
we will disclose that the target business does not meet the above criteria and guidelines 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 that we would file with the SEC.
Acquisition Process
We have not selected any business combination target and we
have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination
target.
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.
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 the deferred underwriting commissions and taxes payable on the income earned on the trust account)
at the time of the agreement to enter into the initial business combination. We refer to this as the 80% fair market value test.
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 our satisfaction of the 80% fair market value test, as well as the basis for our determinations.
If our board is not able independently 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 do not currently intend to purchase multiple businesses in unrelated industries
in conjunction with our initial business combination, although there is no restriction on our doing so.
We anticipate structuring our initial business combination so
that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding
equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such
that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to
meet certain objectives of the target management team or shareholders or for other reasons, 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 business 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 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. 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 or shares 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. 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.
Prior to the effectiveness of the registration statement of
which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our
securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject
to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our
reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Emerging Growth Company Status and
Other Corporate Information
We are an “emerging growth company,” as defined
in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not “emerging growth companies” including, but not limited to,
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there
may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that
an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend
to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier
of (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.
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 Law. As
an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance
with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 30 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 (1) on or in respect of our shares, debentures or other obligations or (2) 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 a Cayman Islands exempted company incorporated in June
2019. Our executive offices are located at 1114 6th Ave, 41st Floor, New York, New York, 10036 and our telephone number is (212)
905-4923.
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” of this prospectus.
| Securities offered |
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25,000,000 units (or 28,750,000 units if the underwriter’s over-allotment option is exercised
in full), at $10.00 per unit, each unit consisting of: |
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· one Class A ordinary share; and |
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· one-half of one redeemable warrant. |
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| Nasdaq symbols |
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Units: “SSPKU” |
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Class A Ordinary Shares: “SSPK” |
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Warrants: “SSPKW” |
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| Trading commencement and separation of Class A ordinary shares and warrants |
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The units will begin trading promptly after the date of this prospectus. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC informs us of its 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 which includes an audited balance sheet of the Company reflecting our receipt of the gross proceeds at
the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If
the underwriter’s 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 underwriter’s over-allotment option. |
| Units: |
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| Number issued and outstanding before this offering |
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0 |
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| Number issued and outstanding after this offering |
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25,000,000(1) |
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| Ordinary shares: |
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| Number issued and outstanding before this offering |
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7,187,500(2) (3) |
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| Number issued and outstanding after this offering |
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31,250,000(1) (3) (4) |
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| Warrants: |
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| Number of private placement warrants to be sold in a private placement simultaneously with this offering |
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7,000,000 |
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| Number of warrants to be outstanding after this offering and the private placement |
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19,500,000(1) |
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| Exercisability |
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Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. |
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We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one share, which we believe will make us a more attractive business combination partner for target businesses. |
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| Exercise price |
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$11.50 per share, subject to adjustment as described herein. |
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In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in |
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(1) Assumes
no exercise of the underwriter’s over-allotment option and the forfeiture by our sponsor of 937,500 founder shares.
(2) Consists
solely of founder shares and includes up to 937,500 founder shares that are subject to forfeiture by our sponsor depending on
the extent to which the underwriter’s over-allotment option is exercised.
(3) Founder
shares are currently classified as Class B ordinary shares, which 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 “Founder shares conversion and anti-dilution rights.”
(4) Includes
25,000,000 public shares and 6,250,000 founder shares.
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connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per 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 or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (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 completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our 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, the exercise price of the warrants will be adjusted (to the nearest cent) 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 described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
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| Exercise period |
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The warrants will become exercisable on the later of: |
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· 30 days after the completion of our initial business combination; and |
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· 12 months from the closing of this offering; |
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provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). |
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We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our reasonable best efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary |
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shares until the warrants expire or are redeemed; provided that if our Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. |
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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 or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. |
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| Redemption of warrants |
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Once the warrants become exercisable, we 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, which we refer to as the 30-day redemption period; and |
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· if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. |
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We will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. 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. |
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If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise |
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their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. 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 excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled “Description of Securities—Warrants—Public Shareholders’ Redeemable Warrants” for additional information. |
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None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. |
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| Founder shares |
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In June 2019, our sponsor subscribed for an aggregate of 7,187,500 founder shares, par value $0.0001 per share, for an aggregate purchase price of $25,000, or $0.004 per share (after giving effect to a forfeiture of one share by our sponsor for no value, a subsequent share capitalization and the forfeiture of 937,500 shares assuming the over-allotment option is not exercised). |
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Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible.
The purchase price of these founder shares was determined by dividing the amount of cash contributed to us by the number of
founder shares issued. Our initial shareholders will collectively own 20% of our issued and outstanding shares after this
offering (assuming they do not purchase any units in this offering). 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 founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder
shares at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 937,500 founder
shares are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s over-allotment option
is exercised. |
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The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: |
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· prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; |
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· the founder shares are subject to certain transfer restrictions, as described in more detail below; |
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· our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive: (1) their redemption rights with respect to their founder shares and any public shares held by them 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); (2) their redemption rights with respect to their founder shares and any public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed, pursuant to such letter agreement, to vote their founder shares and any public shares they hold in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted and the 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 have also entered into the letter agreement, imposing similar obligations on them with respect to |
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public shares acquired by them, if any; |
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· the founder shares will automatically convert into our 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 pursuant to certain anti-dilution rights, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights”; and |
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· the founder shares are entitled to registration rights. |
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| Transfer restrictions on founder shares |
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Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination; or (B) the date on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except as described herein under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”). Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. |
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Notwithstanding the foregoing, if the last reported sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. |
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| Founder shares conversion and anti-dilution rights |
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The founder shares are designated as Class B ordinary shares and 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 founder 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- |
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linked securities issued or deemed issued in connection with our initial business combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private placement warrants issued to our sponsor, an affiliate of our sponsor or any of our officers or directors. Any conversion of Class B ordinary shares described herein 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. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. |
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| Election of directors; voting rights |
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Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to our initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by 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 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 placement warrants |
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Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 7,000,000 private placement
warrants (or 7,750,000 if the underwriter’s over-allotment option is exercised in full) at a price of $1.00 per warrant
($7,000,000 in the aggregate or $7,750,000 in the aggregate if the underwriter’s over-allotment option is exercised
in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant
is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided
herein. Private placement warrants may be exercised only for a whole number of shares. The purchase price of the private placement
warrants will be added to the proceeds from this offering to be held in the trust account. If we do not complete our initial
business combination within 24 months from the closing of this offering, the proceeds of the sale of the private placement
warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of
applicable law) and the private placement warrants will expire worthless. The private placement warrants will not be redeemable
by us so long as they are held by our sponsor or |
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its permitted transferees. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Our sponsor, as well as its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. |
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| Transfer restrictions on private placement warrants |
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The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants.” |
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| Proceeds to be held in trust account |
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Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement
warrants be deposited in a trust account. Of the $257,000,000 in proceeds we will receive from this offering and
the sale of the private placement warrants described in this prospectus, or $295,250,000 if the underwriter’s over-allotment
option is exercised in full, $250,000,000 ($10.00 per unit), or $287,500,000 ($10.00 per unit) if the underwriter’s
over-allotment option is exercised in full, (including $8,750,000 (or up to $10,062,500 if the underwriter’s over-allotment
option is exercised in full) in deferred underwriting commissions), will be deposited into a U.S.-based trust account with
Continental Stock Transfer & Trust Company acting as trustee, and $2,000,000 will be used to pay expenses in connection
with the closing of this offering and for working capital following this offering. The funds in the trust account will be
invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely
in U.S. Treasuries. |
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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 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) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to 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 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of |
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our creditors, if any, which could have priority over the claims of our public shareholders. |
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| Anticipated expenses and funding sources |
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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 or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. Based upon current interest rates, we expect the trust account to generate approximately $3,500,000 of interest annually (assuming an interest rate of 1.40% per year). Unless and until we complete our initial business combination, we may pay our expenses only from: |
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· the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and |
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· any loans or additional investments from our sponsor, members of our management team or any of their affiliates or other third parties, although they are under no obligation to loan funds or invest in us; and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. |
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| Conditions to completing our initial business combination |
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There is no limitation on our ability to raise funds privately or through loans in connection with our 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 the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. We refer to this as the 80% fair market value test. 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 our satisfaction of |
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the 80% fair market value test, as well as the basis for our determinations. If our board is not able independently 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 do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no restriction on our doing so. |
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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 business 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% fair market value test; provided that in the event that 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. |
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| Permitted purchases of public shares and public warrants by our affiliates |
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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 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. There is no limit on the number of shares or warrants 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. 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 |
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our initial shareholders, directors, officers, advisors or any of their 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 public shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information and (2) to clear certain trades prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it 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, advisors or any of their affiliates will be restricted from making any purchases if such 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 |
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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 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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The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will
distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will
pay to the underwriter. There will be no redemption rights upon the completion of our initial business combination with respect
to our warrants. Our initial |
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shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder 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. |
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| Manner of conducting redemptions |
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We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a shareholder meeting called to approve the business combination or (2) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive, amalgamations pursuant to a scheme of arrangement 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 typically require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirement or we choose to seek shareholder approval for business or other reasons. |
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If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association: |
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· conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
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· file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
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Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any |
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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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In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commission, 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. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. |
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If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will: |
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· conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
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· file proxy materials with the SEC. |
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We expect that 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. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. |
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If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with |
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us, our initial shareholders have agreed (and their permitted transferees will agree) to vote their founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Our directors and officers also have agreed to vote in favor of our initial business combination with respect to public shares acquired by them, if any. These voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder 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. |
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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, after payment of the deferred underwriting commissions, 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). 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: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) 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 public 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 such business combination or redeem any shares in connection therewith, and all public 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 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 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 |
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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. |
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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, 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 shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us 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. |
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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. |
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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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Some other blank check companies have a provision in their constitutional documents which prohibits the amendment of certain constitutional provisions. Our amended and restated memorandum and articles of association will provide that any of its provisions (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), including those related to pre-business combination activity (including the requirement to deposit proceeds of this |
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offering and the private placement warrants 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. Our initial shareholders, who will beneficially own 20% of our ordinary shares upon the closing of this offering (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. Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to 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. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder 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. |
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| Release of funds in trust account on closing of our initial business combination |
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On the completion of our initial business combination, all amounts held in the trust account will be released to us.
We will use these funds to pay amounts due to any public shareholders who properly exercise their redemption rights as described
above under “Redemption rights for public shareholders upon completion of our initial business combination,” to
pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target
or owners of the target of our initial business combination and to pay other expenses associated with our initial business
combination. If our initial business combination is paid for using equity or debt, or not all of the funds released from the
trust account are used for payment of the consideration in connection with our initial business combination or the redemption
of our public shares, we may apply the balance of the cash released |
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to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. |
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| Redemption of public shares and distribution and liquidation if no initial business combination |
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Our sponsor, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, 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. 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 24-month time period. |
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Our initial shareholders have entered into a letter agreement with us, pursuant to which they have waived their rights
to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial
business combination within 24 months from the closing of this offering. However, if our initial shareholders acquire public
shares, 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 allotted 24-month time frame. The underwriter has agreed to waive
its rights to its deferred underwriting commission held in the trust account in the event we do not complete our initial
business combination within the allotted time frame and, in such event, such amounts will be included with the funds held
in the trust account that will be available to fund the redemption of our public shares. |
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Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing |
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of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to 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, after payment of the deferred underwriting commissions, 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). |
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| Limited payments to insiders |
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There will be no finder’s fees, reimbursements or cash payments 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 placement warrants 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 $250,000 in loans that may be made to us by our sponsor to cover offering-related and organizational
expenses (as of June 30, 2019, we had borrowed $68,625 from our sponsor); |
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· payment
to our sponsor of up to $20,000 per month for office space, administrative and support services; |
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· reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and |
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· repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, 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 convertible into warrants at a price of $1.00 per warrant at the option of the lender. |
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These payments may be funded using the net proceeds of this offering and the sale of the private placement warrants 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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| Audit committee |
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Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. Our audit committee will also review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or any of their affiliates. 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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| Conflicts of interest |
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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. |
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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 (1) $10.00 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 underwriter 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 |
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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. |
Risks
We are a newly incorporated company that has conducted no operations
and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate
no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background
of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance
with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors
in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering,
please see “Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”
You should carefully consider these and the other risks set forth in the section 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.
| Balance Sheet Data: | |
As
of June
11, 2019 | |
As
of June
30, 2019 |
| Working capital (deficiency) | |
$ | (12,500 | ) | |
$ | (295,281 | ) |
| Total assets | |
| 32,500 | | |
| 315,281 | |
| Total liabilities | |
| 12,500 | | |
| 295,281 | |
| Shareholder’s equity | |
| 20,000 | | |
| 20,000 | |
If our initial business combination is not completed within
24 months from the closing of this offering, the proceeds 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), will be used to fund the redemption
of our public shares. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed
to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete
our initial business combination within such 24-month time period.
Risk Factors
An investment in our securities involves a high degree of
risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus,
before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating
results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose
all or part of your investment.
Risks Relating to the Offering
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 June 30, 2019, we had no cash and a working capital
deficiency of $295,281. 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.
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 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.
If we seek shareholder approval of our initial business
combination, our initial shareholders, officers and directors have agreed to vote in favor of such initial business combination,
regardless of how our public shareholders vote.
Unlike many other blank check companies in which the initial
shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in
connection with an initial business combination, our initial shareholders have agreed (and their permitted transferees will agree),
pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them
in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would
need 9,375,001, or 37.5%, of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming
all issued and outstanding shares are voted and the 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 have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired
by them, if any. We expect that our initial shareholders and their permitted transferees will own at least 20% of our issued and
outstanding ordinary shares at the time of any such shareholder vote. 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 such
persons agreed to vote their 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 such 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 any target businesses. Additionally, 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 such
closing condition and, as a result, would not be able to proceed with the business combination. The amount of the deferred
underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with
a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in
an initial business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our
net tangible assets, after payment of the deferred underwriting commissions, 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, after
payment of the deferred underwriting commissions, 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. If we are able to consummate an initial business combination, the per-share value
of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred
underwriting commissions.
The ability of our public shareholders to exercise
redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination
or optimize our capital structure.
At the time we enter into an agreement for our initial business
combination, we will not know how many shareholders may exercise their redemption rights and, therefore, we will need to structure
the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business
combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to
have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements,
or arrange for third-party financing. In addition, if a larger number of shares is 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.
The requirement that we complete our initial business
combination within the prescribed time frame 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 24 months from the
closing of this offering. 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 end of the 24-month
period. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms
that we would have rejected upon a more comprehensive investigation.
We may not be able to complete our initial business
combination within the prescribed time frame, 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 $10.00 per share, or
less than such amount in certain circumstances, and our warrants will expire worthless.
Our sponsor, officers and directors have agreed that we must
complete our initial business combination within 24 months from the closing of this offering. We may not be able to find a suitable
target business and 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 such 24-month period, 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 $10.00 per share, or less than $10.00 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 $10.00 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.
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. In the event that a shareholder fails to comply
with these procedures, its shares may not be redeemed. See “Proposed Business—Effecting Our Initial Business Combination—Tendering
share certificates in connection with a tender offer or redemption rights.”
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 our obligation to redeem 100% of our public
shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect
to any other provision relating to 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 24 months from the closing of this offering,
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 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. Generally, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000)
and a minimum number of holders of our securities (generally 300 public holders). 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:
| · | a limited availability of market quotations for our securities; |
| · | reduced liquidity with respect to such securities; |
| · | 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; |
| · | a limited amount of news and analyst coverage for our company; and |
| · | a decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities Markets Improvement Act of 1996, which
is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as
“covered securities.” Because we expect that our units and eventually our Class A ordinary shares 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.
You will not be entitled to protections normally
afforded to investors of many other blank check companies.
Since the net proceeds of this offering and the sale of the
private placement warrants 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 U.S. 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
placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet of the Company 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), 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 $10.00 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 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 placement 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. If we are unable to complete our initial business combination, our public shareholders may receive only
approximately $10.00 per share, or less in certain circumstances, 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 $10.00 per share” and other risk factors herein.
If the funds not being held in the trust account
are insufficient to allow us to operate for at least the 24 months following the closing of this offering, we may be unable to
complete our initial business combination.
The funds available to us outside of the trust account may not
be sufficient to allow us to operate for at least the 24 months following the closing of this offering, assuming that our initial
business combination is not completed during that time. 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 at such time.
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 for at least the 24 months following the
closing of this offering; however, we cannot assure you that our estimate is accurate. 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 or investors on terms
more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any
current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target
business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have
sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete
our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances,
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 $10.00 per share” and other risk factors herein.
If the net proceeds of this offering and the sale
of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to
fund our search for a target business or businesses and complete our initial business combination and we may depend on loans from
our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. Our sponsor
is not obligated to fund such loans.
Of the net proceeds of this offering and the sale of the private
placement warrants, only approximately $1,000,000 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 $1,000,000, 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 $1,000,000, the amount
of funds we intend to be held outside the trust account would increase by a corresponding amount. 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 loan funds
to, or invest in, us in such circumstances. Any such loans may 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.
In such case, our public shareholders may receive only $10.00 per share, or less in certain circumstances, 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 $10.00 per share” and other risk factors herein.
Subsequent to our completion of our initial business
combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that
could have a significant negative effect on our financial condition, results of operations and the price of our securities, which
could cause you to lose some or all of your investment.
Even if we conduct extensive due diligence on a target business
with which we combine, we cannot assure you that this diligence will identify all material issues 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.
If third parties bring claims against us, the proceeds
held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00
per 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 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 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 $10.00 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 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) $10.00 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 underwriter 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. 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 $10.00 per public share. In such event, we may
not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with
any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.
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 (1) $10.00 per public share or (2) 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 $10.00 per share.
If, after we distribute the proceeds in the trust
account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or 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 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 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 performance. As a result, a liquidator could seek to recover some or all amounts received by our
shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having
acted in bad faith by paying public shareholders from the trust account prior to addressing the claims of creditors, thereby exposing
itself and us to claims of punitive damages.
If, before distributing the proceeds in the trust
account to our public shareholders, 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 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 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 law, and may
be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any liquidation claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation would be reduced.
If we are deemed to be an investment company under
the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company under the Investment
Company Act, our activities may be restricted, including:
| · | restrictions on the nature of our investments; and |
| · | restrictions on the issuance of securities; |
each of which may make it difficult for us to complete our initial
business combination.
In addition, we may have imposed upon us burdensome requirements,
including:
| · | registration as an investment company with the SEC; |
| · | adoption of a specific form of corporate structure; and |
| · | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently
not subject to. |
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 U.S.
government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. 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 $10.00 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. See “—Risks Relating to the Cannabis Industry” for
additional risks we may face in connection with our initial business combination.
If we are unable to consummate our initial business
combination within 24 months of the closing of this offering, our public shareholders may be forced to wait beyond such 24 months
before redemption from our trust account.
If we are unable to consummate our initial business combination
within 24 months from the closing of this offering, we will distribute 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),
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
Law. In that case, investors may be forced to wait beyond the initial 24 months 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.
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
$18,292.68 and to imprisonment for five years in the Cayman Islands.
We may not hold an annual general meeting of shareholders
until after the completion of our initial business combination. Our public shareholders will not have the right to elect directors
prior to the consummation of our Business Combination.
In accordance with 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 Nasdaq. There
is no requirement under the Companies Law for us to hold annual or general meetings to elect directors. Until we hold an annual
general meeting of shareholders, 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 election of directors
prior to completion of our initial business combination. In addition, holders of a majority of our founder shares may remove a
member of the board of directors for any reason.
We are not registering the Class A ordinary shares
issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration
may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its
warrants except on a cashless basis and potentially causing such warrants to expire worthless.
We are not registering the Class A ordinary shares issuable
upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the
warrant agreement, we have agreed, as soon as practicable, but in no event later than 15 business days after the closing of our
initial business combination, to use our reasonable best efforts to file a registration statement under the Securities Act covering
the issuance of such shares, to use our reasonable best efforts to cause the same to become effective within 60 business days after
the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current
prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will
be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in
the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current,
complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under
the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will
be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise
their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the
state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary
shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they do not satisfy
the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require
holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement,
but we will use our reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in
exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable
state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered
or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a
purchase of units will have paid the full unit purchase price
solely for the Class A ordinary shares included in the units. If and when the warrants become redeemable by us, we may exercise
our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable
state securities laws.
The grant of registration rights to our initial
shareholders and their permitted transferees may make it more difficult to complete our initial business combination, and the future
exercise of such rights may adversely affect the market price of our Class A ordinary shares.
The holders of the founder shares, private placement
warrants and any warrants that may be issued on conversion of working capital loans (and any ordinary shares issuable upon
the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon
conversion of the founder 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. We will bear
the cost of registering these securities. The registration and availability of such a significant number of securities for
trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the
existence of the registration rights may make our initial business combination more costly or difficult to conclude. This
is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask
for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is
expected when the Class A ordinary shares owned by our initial shareholders or their permitted transferees, our private
placement warrants or warrants issued in connection with working capital loans are registered for resale.
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.
We
may consummate a business combination with a company in any industry we choose and are not limited to any particular industry or
type of business, although we intend to focus our search for businesses in the cannabis industry that are compliant with all applicable
laws and regulations within the jurisdictions in which they are located or operate and, in particular, we will not invest in, or
consummate a business combination with, a target business that we determine has been operating, or whose business plan is to operate,
in violation of U.S. federal laws, including the U.S. Controlled Substances Act. Accordingly, there is no current basis for you
to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the target business which
we may ultimately acquire. To the extent we complete a business combination with a financially unstable company or an entity in
its early stages of development or growth, we may be affected by numerous risks inherent in the business operations of those entities.
If we complete a business combination with an entity in an industry characterized by a high level of risk, including the cannabis
industry, we may be affected by the currently unascertainable risks of that industry. Although our management will endeavor to
evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or
assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove
to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a target business.
See “—Risks Relating to the Cannabis Industry” for additional risks we may face in connection with our initial
business combination.
Past performance by our management team and their
affiliates may not be indicative of future performance of an investment in the Company.
Information regarding performance by our management team and
their affiliates is presented for informational purposes only. Past performance by our management team and their affiliates is
not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of
success with respect to any business combination we may consummate. You should not rely on the historical record of our management
team and their affiliates as indicative of our future performance of an investment in the company or the returns the company will,
or is likely to, generate going forward.
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 criteria and guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with
a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption
rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum
net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or
stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult
for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria
and guidelines. If we are unable to complete our initial business combination, our public shareholders may receive only approximately
$10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We may seek acquisition opportunities with an early
stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
To the extent we complete our initial business combination with
an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may
be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in
a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition
and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks
inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors
and we may not have adequate time to complete 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 are not required to obtain an opinion from an
independent investment banking firm or from an independent accounting firm, 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 an independent
accounting firm, 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 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 founder shares at a ratio greater than
one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended
and restated memorandum and articles of association. Any such issuances would 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 155,500,000 and 13,750,000 (assuming that the underwriter has not exercised its over-allotment
option) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which
amount takes into account 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, and may issue 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 upon conversion of the Class B
ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution
provisions as set forth herein. However, our amended and restated memorandum and articles of association will provide, among other
things, that 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 24 months from the closing of this offering or (y) amend the foregoing provisions.
The issuance of additional ordinary shares or preferred shares:
| · | may significantly dilute the equity interest of investors in this offering; |
| · | 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 in control if a substantial number of Class A ordinary shares are issued, which may affect, among other
things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our
present officers and directors; and |
| · | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants. |
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 founder 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 founder 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 any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our
initial business combination and any private placement warrants issued to our sponsor, an affiliate of our sponsor or any of our
officers or directors. 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 another jurisdiction in
connection with our initial business combination and such reincorporation 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 Law, reincorporate 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.
Resources could be wasted in researching acquisitions
that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately
$10.00 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 $10.00 per share, or less
in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
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 – in particular, Scott Gordon, our Chief Executive Officer and Chairman of our board of directors, William Healy,
our President and a member of our board of directors, and Greg Gentile, our Chief Financial Officer, and Mohammed Grimeh, our Chief
Operating Officer. 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 their time among various business
activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, certain of
our officers and directors have time and attention requirements for investment funds of which affiliates of our sponsor are the
investment managers. 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 ability to successfully effect our initial business
combination and to be successful thereafter will be 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 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 our initial 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 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 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 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 may 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 that are engaged in a similar
business, and they are not prohibited from sponsoring, or otherwise becoming involved with, other blank check companies prior to
us completing our initial business combination. Moreover, certain of our officers and directors have time and attention requirements
for investment funds of which affiliates of our sponsor are the investment managers.
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 their 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, 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.
In particular, affiliates of our sponsor have invested in industries
as diverse as cannabis, consumer products, medical and scientific research and investment management. As a result, there may be
substantial overlap between companies that would be a suitable business combination for us and companies that would make an attractive
target for such other affiliates.
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 or directors
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.
On June 11, 2019, our sponsor subscribed for an aggregate
of 7,187,500 founder shares for an aggregate purchase price of $25,000, or $0.004
per share (assuming the over-allotment option is not exercised and the forfeiture by our sponsor of 937,500 founder shares).
As such, our initial shareholders will collectively own 20% of our issued and outstanding shares after this offering (assuming
they do not purchase any units in this offering). 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 founder shares immediately
prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our issued and
outstanding ordinary shares upon the consummation of this offering. The founder shares will be worthless if we do not complete
an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 7,000,000 (or 7,750,000 if
the underwriter’s over-allotment option is exercised in full) private placement warrants, each exercisable to purchase one
Class A ordinary share, for a purchase price of $7,000,000 in the aggregate (or $7,750,000 in the aggregate if the underwriter’s
over-allotment option is exercised in full), or $1.00 per warrant, that will also be worthless if we do not complete a business
combination. Each private placement warrant may be exercised for one Class A ordinary share at a price of $11.50 per share, subject
to adjustment as provided herein.
The founder shares are identical to the ordinary shares included
in the units being sold in this offering except that: (1) prior to our initial business combination, only holders of the founder
shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member
of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions; (3) our initial
shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive: (x) their redemption
rights with respect to their founder shares and any public shares held by them 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) their redemption rights with respect to their founder shares and any public shares held by them in connection
with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify
the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination
within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights
or pre-initial business combination activity; and (z) their rights to liquidating distributions from the trust account with
respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing
of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public
shares they hold if we fail to complete our initial business combination within the prescribed time frame); (4) the founder
shares will automatically convert into our 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 pursuant to certain anti-dilution rights and (5) the founder
shares are entitled to registration rights. Our directors and officers have also entered into the letter agreement with respect
to public shares acquired by them, if any.
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 24-month deadline following the closing of this offering nears, which is the deadline for the completion of our
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 have agreed that we will not incur any indebtedness unless we
have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust
account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless,
the incurrence of debt could have a variety of negative effects, including:
| · | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay
our debt obligations; |
| · | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we
breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation
of that covenant; |
| · | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
| · | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such
financing while the debt security is outstanding; |
| · | our inability to pay dividends on our Class A ordinary shares; |
| · | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available
for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate
purposes; |
| · | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
| · | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in
government regulation; and |
| · | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,
execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
We may be able to complete only one business combination
with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on
a single business which may have a limited number of products or services. This lack of diversification may negatively impact our
operations and profitability.
The net proceeds from this offering and the sale of the
private placement warrants will provide us with $250,000,000 (or $287,500,000 if the underwriter’s over-allotment option
is exercised in full) that we may use to complete our initial business combination (which includes $8,750,000, or up to $10,062,500
if the underwriter’s over-allotment option is exercised in full, of deferred underwriting commissions being held in the
trust account).
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:
| · | solely dependent upon the performance of a single business, property or asset; or |
| · | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
This lack of diversification may subject us to numerous economic,
competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which
we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business
combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give
rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses
that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability,
to complete our initial business combination. With multiple business combinations, we could also face additional risks, including
additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple
sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the
acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact
our profitability and results of operations.
We may attempt to 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 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 the deferred underwriting commissions and 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 that we may complete a business combination with. If we are unable to locate a target business or businesses that satisfy
this fair market value test, our public shareholders may receive only approximately $10.00 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 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 our initial 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 complete such business combination only 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
business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not
consider any transaction that does not meet such criteria. Even if the post-transaction company
owns 50% or more of the voting securities of the target, our
shareholders prior to our initial business combination may collectively own a minority interest in the post business combination
company, depending on valuations ascribed to the target and us in our initial 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 or shares of a target. In this case, we would acquire a 100% interest in the target. However, as
a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction
could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction. In addition,
other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share
of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not
be able to maintain our control of the target business.
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, after payment of the deferred underwriting commissions, to be less than $5,000,001 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 though a substantial majority of our
public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our
initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the
tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors,
advisors or 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.
The exercise price for the public warrants is higher
than in many similar blank check company offerings in the past, and, accordingly, the warrants are more likely to expire worthless.
The exercise price of the public warrants is higher than is
typical in many similar blank check companies in the past. Historically, the exercise price of a warrant was generally a fraction
of the purchase price of the units in the initial public offering. The exercise price for our public warrants is $11.50 per share,
subject to adjustment as provided herein. As a result, the warrants are more likely to expire worthless.
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 certificate
of incorporation 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 two-thirds 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 proceeds of this offering and the private placement of warrants 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 (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 prohibits any amendment of its provisions (A) to modify the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24
months from the closing of this offering or (B) with respect to any other provision relating to 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 have agreed, 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.
Each of the agreements related to this offering to which we
are a party, other than the warrant agreement and the investment management trust agreement, may be amended without shareholder
approval. These agreements contain various provisions that our public shareholders might deem to be material. For example, our
letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private
placement warrants and other securities held by our initial shareholders, officers and directors. Amendments to such agreements
would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may
do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors
to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board
of directors, in exercising its business judgment and subject
to its fiduciary duties, chooses to approve one or more amendments
to any such agreement. Any material amendment entered into in connection with the completion of our initial business combination
will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to such initial business combination,
and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments
would not require approval from our shareholders, may result in the completion of our initial business combination that may not
otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, amendments
to the lock-up provision discussed above may result in our initial shareholders selling their securities earlier than they would
otherwise be permitted, which may have an adverse effect on the price of 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 placement warrants will be sufficient to allow us to complete our initial business combination, because
we have not yet selected any target business we cannot ascertain the capital requirements for any particular transaction. If the
net proceeds of this offering and the sale of the private placement warrants 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 receive
only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants
will expire worthless.
Our initial shareholders will control the election
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 elect 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 (assuming they do not purchase any units in this offering). In addition,
prior to our initial business combination, only the founder shares, all of which are held by our initial shareholders, will have
the right to vote on the election of directors, and holders of a majority of our founder shares may remove a member of the board
of directors for any reason.
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
$0.004 per founder share (assuming the over-allotment option is not exercised and the forfeiture by our sponsor of 937,500 founder shares), and, accordingly, 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 founder 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 93.4% (or $9.34 per share, assuming no exercise
of the underwriter’s over-allotment option), the difference between the pro forma net tangible book value per share of $0.66
and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions
of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of
the founder shares at the time of our initial business combination. In addition, because of the anti-dilution protection in the
founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately
dilutive to our Class A ordinary shares.
A provision of our warrant agreement may make it
more difficult for us to consummate an initial business combination.
Unlike most blank check companies, 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 splits, share dividends, rights
issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period
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. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its
permitted transferees.
Our warrants and founder 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 warrants to purchase 12,500,000 Class
A ordinary shares (or up to 14,375,000 Class A ordinary shares if the underwriter’s over-allotment option is exercised in
full), at a price of $11.50 per whole share (subject to adjustment as provided herein), as part of the units offered by this prospectus
and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 7,000,000 (or
7,750,000 if the underwriter’s over-allotment option is exercised in full) private placement 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 initial shareholders
currently hold 7,187,500 founder shares (up to 937,500 of which are subject to forfeiture by our sponsor depending on the extent
to which the underwriter’s over-allotment option is 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
warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement
warrants. 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 founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target
business.
The private placement 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 will not be redeemable by us; (2) 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; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares
issuable upon exercise of these warrants) are entitled to registration rights.
Because each unit contains one-half of one 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 warrant. Pursuant to the
warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. This is
different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one share.
We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion
of a business combination since the warrants will be exercisable in the aggregate for a half of the number of shares compared to
units that each contain a whole warrant to purchase one share, which we believe will make us a more attractive business combination
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.
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
underwriter. In determining the size of this offering, management held customary organizational meetings with representatives
of the underwriter, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the
amount the underwriter believed it 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:
| · | the history and prospects of companies whose principal business is the acquisition of other companies; |
| · | prior offerings of those companies; |
| · | our prospects for acquiring an operating business at attractive values; |
| · | a review of debt to equity ratios in leveraged transactions; |
| · | an assessment of our management and their experience in identifying operating companies; |
| · | general conditions of the securities markets at the time of this offering; and |
| · | other factors as were deemed relevant. |
Although these factors were considered, the determination of
our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have
no historical operations or financial results.
There is currently no market for our securities
and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities. Shareholders
therefore have no access to information about prior market history on which to base their investment decision. Following this offering,
the price of our securities may vary significantly due to one or more potential business combinations and general market or economic
conditions. 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 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 prescribed time frame.
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, 2020.
Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley
Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete
our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its
internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition.
Because we are incorporated under the laws of the
Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.
Federal courts may be limited.
We are an exempted company incorporated under the laws of the
Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors
or officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs will be governed by our amended and restated
memorandum and articles of association, the Companies Law 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. 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 (1) 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 (2) 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 all of our assets will
be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal
rights.
It is possible that after our initial business combination,
a majority of our directors and officers will reside outside of the United States and all 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.
If we effect a business combination with a company
located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and
we may not be able to enforce our legal rights.
If we effect a business combination with a company located outside
of the United States, the laws of the country in which such company operates will likely govern almost all of the material agreements
relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements
or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction
may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy
under any of our future agreements could result in a significant loss of business, business opportunities or capital.
If our management following our initial business
combination is unfamiliar with U.S. 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 could
remain in place. Management of the target business may not be familiar with U.S. securities laws.
If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such
laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.
After our initial business combination, substantially
all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in
such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political,
social and government policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as well as government
policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically
and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s
economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries.
A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive
target business with which to consummate our initial business combination and if we effect our initial business combination, the
ability of that target business to become profitable.
We will be 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 will be subject to rules and regulations of various governing
bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose
securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new
and changing laws and regulations are likely to continue to result in increased general and administrative expenses and a diversion
of management time and attention from our search for a business combination target 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.
We may be delayed in processing mail received at
our registered office.
Mail addressed to the Company and received at its registered
office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company, its directors,
officers, advisors or service providers (including the organisation which provides registered office services in the Cayman Islands)
will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.
Risks Relating to the Cannabis Industry
Business combinations with companies operating in the cannabis
industry entail special considerations and risks. If we complete a business combination with a target business in the cannabis
industry, we will be subject to, and possibly adversely affected by, the risks set forth below. However, our efforts in identifying
prospective target businesses may not be limited to the cannabis industry. Accordingly, if we acquire a target business in another
industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry of the
target business which we acquire, none of which can be presently ascertained.
There are risks related to the cannabis industry
to which we may become subject.
If we are successful in completing a business combination with
a target business with operations in the cannabis industry, we will be subject to, and possibly adversely affected by, the following
risks:
| · | The cannabis industry is extremely speculative and its legality is uncertain, making it subject to inherent risk; |
| · | Use of cannabis that is not in compliance with the U.S. Controlled Substances Act is illegal under U.S. federal law, and therefore,
strict enforcement of U.S. federal laws regarding the use, cultivation, |
manufacturing, processing, transportation,
distribution, storage and/or sale of cannabis would likely result in our inability to execute a business plan in the cannabis industry;
| · | Changes in the current policies of the Trump Administration and the U.S. Department of Justice resulting in heightened enforcement
of U.S. federal cannabis laws may negatively impact our ability to pursue our prospective business operations and/or generate revenues; |
| · | U.S. federal
courts may refuse to recognize the enforceability of contracts pertaining to any business
operations that are deemed illegal under U.S. federal law and, as a result, cannabis-related
contracts could prove unenforceable in such courts; |
| · | Consumer complaints and negative publicity regarding cannabis related products and services could lead to political pressure
on states to implement new laws and regulations that are adverse to the cannabis industry, to not modify existing, restrictive
laws and regulations or to reverse current favorable laws and regulations relating to cannabis; |
| · | Assets leased to cannabis businesses may be forfeited to the U.S. federal government in connection with government enforcement
actions under U.S. federal law; |
| · | U.S. Food and Drug Administration regulation of cannabis and the possible registration of facilities where cannabis is grown
could negatively affect the cannabis industry, which could directly affect our financial condition; |
| · | Due to our proposed involvement in the regulated cannabis industry, we may have a difficult time obtaining the various insurance
policies that are needed to operate our business, which may expose us to additional risks and financial liabilities; |
| · | The cannabis industry may face significant opposition from other industries that perceive cannabis products and services as
competitive with their own, including but not limited to the pharmaceutical industry, adult beverage industry and tobacco industry,
all of which are have powerful lobbying and financial resources; |
| · | Many national and regional banks have been resistant to doing business with cannabis companies because of the uncertainties
presented by federal law and, as a result, we may have difficulty accessing the service of banks, which may inhibit our ability
to open bank accounts or otherwise utilize traditional banking services; |
| · | Due to our proposed involvement in the regulated cannabis industry, we may have a difficult time obtaining |
financing in connection
with our initial business combination or thereafter;
| · | Laws and regulations affecting the regulated cannabis industry are varied, broad in scope and subject to evolving interpretations,
and may restrict the use of the properties we acquire or require certain additional regulatory approvals, which could materially
adversely affect our operations; |
| · | National securities exchanges may not list companies engaged in the cannabis industry; |
| · | Section 280E of the Internal Revenue Code of 1986, as amended, which disallows a tax deduction for any amount paid or incurred
in carrying on any trade or business that consists of trafficking in controlled substances prohibited by federal or state law,
may prevent us from deducting certain business expenditures, which would increase our net taxable income; and |
| · | Risks similar to those discussed above based on regulations of other jurisdictions in which a prospective target may operate
or be organized in. |
Any of the foregoing could have an adverse impact on our operations
following a business combination.
Cannabis is currently illegal under U.S. federal
law and in other jurisdictions
If we complete a business combination with a target in the cannabis
industry, our ability to achieve our business objectives will be contingent, in part, upon the legality of the cannabis industry,
our compliance with regulatory requirements enacted by various governmental authorities, and our obtaining all regulatory approvals,
where necessary. The laws and regulations governing cannabis are still developing, including in ways that we may not foresee.
Although the Agriculture Improvement Act of 2018 has taken hemp and hemp derived cannabinoids out of the most restrictive class
of controlled substances under U.S. federal law, marijuana is a schedule-1 controlled substance in the United States
and is currently illegal under U.S. federal law. Even in those U.S. states in which the recreational use of marijuana has
been legalized, its use remains a violation of U.S. federal law. Additionally, in 2018, a series of memoranda and guidance from
2009 to 2014 that generally directed U.S. Attorneys not to enforce federal marijuana laws against actors who were in compliance
with state guidance were formally rescinded. Since U.S. federal laws criminalizing the use of marijuana preempt state
laws that legalize its use, continuation of U.S. federal law in its current state regarding marijuana could limit our
ability to do business in the United States. Similar issues of illegality apply in other countries. Any amendment to or replacement
of existing laws to make them more onerous, or delays in amending or replacing existing laws to liberalize the legal possession
and use of cannabis, or delays in obtaining, or the failure to obtain, any necessary regulatory approvals may significantly
delay or impact negatively our ability to consummate an initial business combination, the markets in which we operate, products
and sales initiatives and could have a material adverse effect on our business, liquidity, financial condition and/or results of
operations.
Change in the laws, regulations and guidelines that
impact the cannabis industry may cause adverse effects on our ability to successfully complete our initial business combination.
We only intend to target companies that are compliant with
all applicable laws and regulations within the jurisdictions in which they are located or operate and, in particular, we will
not invest in, or consummate a business combination with, a target business that we determine has been operating, or whose business
plan is to operate, in violation of U.S. federal laws, including the U.S. Controlled Substances Act. Changes to such laws, regulations
and guidelines may cause adverse effects on our ability to identify and acquire a target company that meets these legal and regulatory
requirements at the time of acquisition.
The nascent status of the medical and recreational cannabis
industry involves unique circumstances and there can be no assurance that the industry will continue to exist or grow as currently
anticipated.
Cannabis
industry businesses operate under a relatively new medical and adult-use recreational market. In addition to being subject to
general business risks, a business involving an agricultural product and a regulated consumer product needs to continue to build
brand, product awareness and operations through significant investments in strategy, production capacity, quality assurance and
compliance with regulations.
Competitive
conditions, consumer tastes, patient requirements and spending patterns in this new industry and market are relatively unknown
and may have unique circumstances that differ from existing industries and markets.
There
can be no assurance that this industry and market will continue to exist or grow as currently estimated or anticipated, or function
and evolve in a manner consistent with management's expectations and assumptions. Any event or circumstance that affects the medical
or recreational cannabis industry and market could have a material adverse effect on our business, financial condition and results
of operations.
Any potential growth in the cannabis industry continues
to be subject to new and changing state and local laws and regulations.
Continued development of the cannabis industry is dependent
upon continued legislative legalization of cannabis at the state level, and a number of factors could slow or halt progress in
this area, even where there is public support for legislative action. Any delay or halt in the passing or implementation of legislation
legalizing cannabis use, or its cultivation, manufacturing, processing, transportation, distribution, storage and/or sale, or the
re-criminalization or restriction of cannabis at the state level could negatively impact our business. Additionally, changes in
applicable state and local laws or regulations, including zoning restrictions, permitting requirements and fees, could restrict
the products and services we may offer or impose additional compliance costs on us or our customers. Violations of applicable laws,
or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. We cannot
predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be
enacted in the future that will be materially adverse to our business.
Change in the laws, regulations
and guidelines that impact our business may cause adverse effects on our operations.
A cannabis products business will be subject to a variety
of laws, regulations and guidelines relating to the marketing, acquisition, manufacture, management, transportation, storage,
sale, labeling and disposal of cannabis as well as laws and regulations relating to health and safety, the conduct of operations
and the protection of the environment. Changes to such laws, regulations and guidelines may cause adverse effects on the operations
of our target company post-acquisition.
Operating in a highly regulated business will require
significant resources.
In the event we acquire a business involved in the production,
distribution or sale of cannabis products, we will be operating in a highly regulated business. In such a case, we would expect
a significant amount of management’s time and external resources to be used to comply with the laws, regulations and guidelines
that impact our business, and changes thereto, and such compliance may place a significant burden on our management and other
resources.
Differing regulatory environments may cause adverse
effects on our operations.
A cannabis products business will be subject to a variety
of laws, regulations and guidelines in each of the jurisdictions in which it operates. Complying with multiple regulatory regimes
will require additional resources and may limit our ability to expand into certain jurisdictions, even where cannabis may be legal.
For example, even if cannabis were to become legal under U.S. federal law, companies operating in the cannabis industry would have
to comply with applicable state and local laws, which may vary greatly between jurisdictions, increasing costs for companies that
operate in multiple jurisdictions.
We may operate a highly
regulated business and any failure or significant delay in obtaining regulatory approvals could adversely affect our ability to
conduct our business.
In the event we acquire a business involved in the production,
distribution or sale of cannabis products, achievement of our business objectives will be contingent, in part, upon compliance
with the regulatory requirements enacted by applicable government authorities and obtaining all regulatory approvals, where necessary,
for the sale of our products. We cannot predict the time required to secure all appropriate regulatory approvals for our products,
additional restrictions that may be placed on our business or the extent of testing and documentation that may be required by
government authorities. Any delays in obtaining, or failure to obtain regulatory approvals would significantly delay the development
of markets and products and could have a material adverse effect on our business, results of operation and financial condition.
U.S. regulations relating
to hemp-derived CBD products are unclear and rapidly evolving.
We may acquire a business involved
in the production, distribution or sale of hemp-derived CBD products. Participation in the market for hemp-derived CBD products
in the United States and elsewhere may require us to employ novel approaches to existing regulatory pathways. Although the passage
of the Farm Bill in December 2018 legalized the cultivation of hemp in the United States to produce products containing CBD and
other non-THC cannabinoids, it is unclear how the U.S. Food and Drug Administration (“FDA”) will respond to the approach
taken by a target business we acquire, or whether the FDA will propose or implement new or additional regulations. In addition,
such products may be subject to regulation at the state or local levels. Unforeseen regulatory obstacles may hinder our ability
to successfully compete in the market for such products.
Marketing constraints under regulatory
frameworks may limit a potential target cannabis company’s ability to compete for market share in a manner similar to
that of companies in other industries.
The development of a potential target cannabis
company’s business and operating results may be hindered by applicable restrictions on sales and marketing activities
imposed by regulations applicable to the cannabis industry. For example, the regulatory environment in Canada would limit a
target cannabis company’s ability to compete for market share in a manner similar to that of companies in other
industries. Additionally, Canadian regulations impose further packaging, labeling and advertising restrictions on producers
in the adult-use recreational cannabis market. If a target cannabis company is unable to effectively market its products
and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed
through increased selling prices for its products, its sales and operating results could be adversely affected.
We may become involved
in regulatory or agency proceedings, investigations and audits.
Businesses in the cannabis industry,
and the business of the suppliers from which we may acquire the products we may sell, require compliance with many laws and regulations.
Failure to comply with these laws and regulations could subject us or such suppliers to regulatory or agency proceedings or investigations
and could also lead to damage awards, fines and penalties. We or such suppliers may become involved in a number of government
or agency proceedings, investigations and audits. The outcome of any regulatory or agency proceedings, investigations, audits,
and other contingencies could harm our reputation or the reputations of the brands that we may sell, require us to take, or refrain
from taking, actions that could harm our operations or require us to pay substantial amounts of money, harming our financial condition.
There can be no assurance that any pending or future regulatory or agency proceedings, investigations and audits will not result
in substantial costs or a diversion of management’s attention and resources or have a material adverse impact on our business,
financial condition and results of operations.
Research in the United States, Canada and internationally
regarding the medical benefits, viability, safety, efficacy and dosing of cannabis or isolated cannabinoids remains in relatively
early stages. There have been few clinical trials on the benefits of cannabis or isolated cannabinoids conducted by us or by others.
Research in the United States, Canada and internationally
regarding the medical benefits, viability, safety, efficacy and dosing of cannabis or isolated cannabinoids (such as CBD and THC)
remains in relatively early stages. Historically stringent regulations related to cannabis have made conducting medical and academic
studies challenging, and there have been relatively few clinical trials on the benefits of cannabis or isolated cannabinoids to
date. Many statements concerning the potential medical benefits of cannabinoids are based on published articles and reports, and
as a result, such statements are subject to the experimental parameters, qualifications and limitations in the studies that have
been completed. In the event we acquire a target business involving medical cannabis, future research and clinical trials may
draw different or negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing or other facts and
perceptions related to medical cannabis, which could adversely affect social acceptance of cannabis and the demand for our products.
We may be subject to liability for risks against which we cannot insure or against which we may elect not to insure due to the
high cost of insurance premiums or
other factors. The payment of any such liabilities would reduce the funds available for our
normal business activities. Payment of liabilities for which we do not carry insurance may have a material adverse effect on our
financial position and operations.
With respect to target
businesses operating in the medical and adult-use cannabis markets, the illicit supply of cannabis and cannabis-based products
may reduce our sales and impede our ability to succeed in such markets.
In the event we acquire a target
business operating in the medical and adult-use cannabis markets, we may face competition from unlicensed and unregulated market
participants, including illegal dispensaries and black market suppliers selling cannabis and cannabis-based products.
Even with the legalization of
medical and adult-use cannabis in certain jurisdictions, black market operations remain abundant and are a substantial competitor
to cannabis-related businesses. In addition, illegal dispensaries and black market participants may be able to (i) offer products
with higher concentrations of active ingredients that are either expressly prohibited or impracticable to produce under applicable
regulations, (ii) use delivery methods, including edibles, concentrates and extract vaporizers, that we may be prohibited from
offering to individuals in such jurisdictions, (iii) brand products more explicitly, and (iv) describe/discuss intended effects
of products. As these illicit market participants do not comply with the regulations governing the medical and adult-use cannabis
industry in such jurisdictions, their operations may also have significantly lower costs.
As a result of the competition
presented by the black market for cannabis, any unwillingness by consumers currently utilizing these unlicensed distribution channels
to begin purchasing from legal producers for any reason or any inability or unwillingness of law enforcement authorities to enforce
laws prohibiting the unlicensed cultivation and sale of cannabis and cannabis-based products could (i) result in the perpetuation
of the black market for cannabis, (ii) adversely affect our market share and (iii) adversely impact the public perception of cannabis
use and licensed cannabis producers and dealers, all of which would have a materially adverse effect on our business, operations
and financial condition.
If recreational or medical-use consumers elect
to produce cannabis for their own purposes, it could reduce the addressable market for a potential target cannabis
company’s products.
Cannabis regulations may permit the end user to produce
cannabis for their own purposes. For example, under cannabis regulations in Canada, three options are available for an individual
to obtain cannabis for medical purposes: (i) registering with a holder of a license to sell for medical purposes and purchasing
products from that entity; (ii) register with Health Canada to produce a limited amount of cannabis for their own medical purposes;
or (iii) designate someone else to produce cannabis for them. It is possible that the ability of an end user to produce cannabis
for their own purposes, such as under (ii) and (iii) above, could significantly reduce the addressable market for a potential target cannabis company’s products and could materially and adversely affect the business, financial condition and results of operations
of a potential target cannabis company.
The cannabis industry faces significant opposition,
and any negative trends may adversely affect our business operations.
If we complete a business combination with a target in the cannabis
industry, we will be substantially dependent on the continued market acceptance, and the proliferation of consumers, of cannabis.
We believe that with further legalization, cannabis will become more accepted, resulting in growth in consumer demand. However,
we cannot predict the future growth rate or future market potential, and any negative outlook on the cannabis industry may adversely
affect our business operations.
Large, well-funded industries that perceive cannabis products
and services as competitive with their own, including but not limited to the pharmaceutical industry, adult beverage industry and
tobacco industry, all of which are have powerful lobbying and financial resources, may have strong economic reasons to oppose the
development of the cannabis industry. For example, should cannabis displace other drugs or products, the medical cannabis industry
could face a material threat from the pharmaceutical industry, which is well-funded and possesses a strong and experienced lobby.
Any inroads the pharmaceutical, or any other potentially displaced, industry or sector could make in halting or impeding the cannabis
industry could have a detrimental impact on our business.
Competition from synthetic products
may adversely affect the business, financial condition or results of operations of a potential target cannabis company.
The pharmaceutical industry may attempt to dominate the
cannabis industry, and in particular, legal cannabis, through the development and distribution of synthetic products which
emulate the effects of cannabis. If they are successful, the widespread popularity of such synthetic products could change
the demand, volume and profitability of the cannabis industry. This could adversely affect the ability of a potential target
cannabis company to secure long-term profitability and success through the sustainable and profitable operation of
the anticipated businesses and investment targets, and could have a material adverse effect on a potential target cannabis
company’s business, financial condition or results of operations.
An initial surge in demand for cannabis may result
in supply shortages in the short term, while in the longer term, supply of cannabis could exceed demand, which may cause a fluctuation
in revenue.
Changes in the legal status of cannabis may result in an
initial surge in demand. As a result of such initial surge, cannabis companies operating under such changed legal regime may not
be able to produce enough cannabis to meet demand of the adult-use recreational and medical markets, as applicable. This may result
in lower than expected sales and revenues and increased competition for sales and sources of supply.
However, in the future, cannabis producers may produce more
cannabis than is needed to satisfy the collective demand of the adult-use recreational and medical markets, as applicable, and
they may be unable to export that oversupply into other markets where cannabis use is fully legal under all applicable jurisdictional
laws. As a result, the available supply of cannabis could exceed demand, resulting in a significant decline in the market price
for cannabis. If such supply or price fluctuations were to occur, companies operating in the cannabis industry may see revenue
and profitability fluctuate materially and their business, financial condition, results of operations and prospects may be adversely
affected.
Consumer preferences may change, and the potential
target business may be unsuccessful in acquiring or retaining consumers and keeping pace with changing market developments.
As a result of changing consumer preferences, many consumer
products attain financial success for a limited period of time. Even if a potential target’s products find success at retail,
there can be no assurance that such products will continue to be profitable. A potential target’s success will be significantly
dependent upon its ability to develop new and improved product lines and adapt to consumer preferences. Even if a potential target
business is successful in introducing new products or developing its current products, a failure to gain consumer acceptance or
to update products could cause a decline in the products’ popularity and impair the brands. In addition, a potential target
business may be required to invest significant capital in the creation of new product lines, strains, brands, marketing campaigns,
packaging and other product features-none of which are guaranteed to be successful. Failure to introduce new features and product
lines and to achieve and sustain market acceptance could result in the potential target business being unable to satisfy consumer
preferences and generate revenue.
A potential target’s success depends on its ability
to attract and retain consumers. There are many factors which could impact its ability to attract and retain consumers, including
its ability to continually produce desirable and effective products, the successful implementation of its consumer acquisition
plan and the continued growth in the aggregate number of potential consumers. A potential target business may not be successful
in developing effective and safe new products, anticipating shifts in social trends and consumer demands, bringing such products
to market in time to be effectively commercialized, or obtaining any required regulatory approvals, which, together with any capital
expenditures made in the course of such product development and regulatory approval processes. A potential target’s failure
to acquire and retain consumers could have a material adverse effect on the potential target business.
In addition, the patterns of cannabis consumption may shift
over time due to a variety of factors, including changes in demographics, social trends, public health polices and other leisure
or consumption behaviors. If consumer preferences for a potential target's products or cannabis products in general do not develop,
or if once developed, they were to move away from its products or cannabis products in general, or if a potential target business
is unable to anticipate and respond effectively to shifts in consumer behaviors, it may be adversely affected.
The cannabis industry is highly competitive and
evolving.
The market for businesses in the cannabis industry is
highly competitive and evolving. There may be no material aspect of our business that is protected by patents, copyrights,
trademarks or trade names, and we may face strong competition from larger companies, including in our search for an initial
business combination and those that may offer similar products and services to ours following our initial business
combination. Our potential competitors may have longer operating histories, significantly greater financial, marketing or
other resources and larger client bases than we will, and there can be no assurance that we will be able to successfully
compete against these or other competitors. Additionally, because the cannabis industry is at an early stage, a potential
target cannabis company may face additional competition from new entrants, including as a result of an increased number of
licenses granted under any applicable regulatory regime.
If the number of users of medical cannabis increases, and/or
if the national demand for recreational cannabis increases, the demand for products will increase and we expect that competition
will become more intense, as current and future competitors begin to offer an increasing number of diversified products. To remain
competitive, a target business may require a continued high level of investment in research and development, marketing, sales
and client support. However, a potential target business may not have sufficient resources to maintain research and development,
marketing, sales and client support efforts on a competitive basis, which could materially and adversely affect the business,
financial condition and results of operations of the Company. Additionally, as new technologies related to the cultivation, processing,
manufacturing and research and development of cannabis are being explored, there is potential for third party competitors to be
in possession of superior technology that would reduce any relative competitiveness a potential business target may have.
As the legal landscape for cannabis continues to evolve,
it is possible that the cannabis industry will undergo consolidation, creating larger companies with greater financial resources,
manufacturing and marketing capabilities and product offerings.
Given the rapid changes affecting the global, national,
and regional economies generally and the cannabis industry, in particular, we may not be able to create and maintain a competitive
advantage in the marketplace.
Our success will depend on our ability to keep pace
with any changes in our markets, particularly, legal and regulatory changes. For example, it is likely that we, and our
competitors, will seek to introduce new products in the future. Our success will also depend on our ability to respond to,
among other things, changes in the economy, market conditions, and competitive pressures. Any failure by us to anticipate or
respond adequately to such changes could have a material adverse effect on our financial condition and results of
operations.
The technologies, process and formulations a target
company uses may face competition or become obsolete.
Many businesses in the cannabis industry face rapidly changing
markets, technology, emerging industry standards and frequent introduction of new products. The introduction of new products embodying
new technologies, including new manufacturing processes or formulations, and the emergence of new industry standards may render
a potential business target’s products obsolete, less competitive or less marketable. The process of developing their products
is complex and requires significant continuing costs, development efforts and third party commitments, including licensees, researchers,
collaborators and lenders. A target company's failure to develop new technologies and products and the obsolescence of existing
technologies or processes could adversely affect its business, financial condition and results of operations. A target company
may be unable to anticipate changes in its potential customer requirements that could make its existing technology, processes
or formulations obsolete. Its success will depend in part on its ability to continue to enhance its existing technologies, develop
new technology that addresses the increasing sophistication and varied news of the market, and respond to technological advances
and emerging industry standards and practices on a timely and cost-effective basis. The development of its proprietary technology,
processes and formulations may entail significant technical and business risks. A potential target company may not be successful
in using its new technologies or exploiting its niche markets effectively or adapting its business to evolving customer or medical
requirements or preferences or emerging industry standards.
There is uncertainty in pricing and demand for cannabis-based
products.
The anticipated pricing of cannabis products may
differ substantially from current levels given changes in the competitive and regulatory landscape. The potential target
company’s business model may be susceptible to erosion of profitability should cannabis and cannabis-related products
experience secular pricing changes. Potential sources of pricing changes include over-production, regulatory action,
increased competition or the emergence of new competitors. Additionally, even if pricing of the broader cannabis and
cannabis-related product market is sustained, there is no guarantee that a potential target cannabis company will be
successful in creating and maintaining consumer demand and estimated pricing levels. To do this, the potential target company
may be dependent upon, among other things, continually producing desirable and effective cannabis and cannabis-related
products and the continued growth in the aggregate number of cannabis consumers. Campaigns designed to enhance the potential
target company’s brand and attract consumers, subject to restrictions imposed by law, can be expensive and may not
result in increased sales. If the potential target company is unable to attract new consumers, it may not be able to increase
its sales.
A potential target company may have difficulty in
forecasting sales and other business metrics.
A potential target cannabis business may rely
largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at
this early stage of the cannabis industry. If the potential target business underestimates the demand for its products, it
may not be able to produce products that meet its stringent requirements, and this could result in delays in the shipment of
products and failure to satisfy demand, as well as damage to reputation and partner relationships. If the potential target
business overestimates the demand for its products, it could face inventory levels in excess of demand, which could result
in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would harm the
potential target’s gross margins and brand management efforts.
Due to the nascent nature of the market, it could be difficult
for the potential target to forecast demand. In particular, it could be difficult to forecast the rate of the illicit cannabis
market crossing over to the legal market. If the market does not develop as the potential target business expects, it could have
a material adverse effect on its business, results of operations and financial condition. In addition to inherent risks and difficulties
forecasting sales, anticipated costs and yields are also challenging to predict with certainty as the cannabis industry is in
its relative infancy and rapidly evolving. If we make capital investments based on flawed sales, costs and yields forecasts, the
potential target business may not achieve its expected, or any, return on invested capital. Failure to realize forecasted sales,
costs and yields could have a material adverse effect on the potential target's business, results of operations and financial
condition.
We and our customers may have difficulty accessing
the service of banks, which may make it difficult to sell products and services.
Financial transactions involving proceeds generated by cannabis-related
conduct can form the basis for prosecution under the federal money laundering statutes, unlicensed money transmitter statute and
the U.S. Bank Secrecy Act. Guidance issued by the Financial Crimes Enforcement Network (“FinCen”), a division of the
U.S. Department of the Treasury (the “FinCen Memo”), clarifies how financial institutions can provide services to cannabis-related
businesses consistent with their obligations under the Bank Secrecy Act. Despite the rescission of memoranda that had de-prioritized
the enforcement of federal law against marijuana users and businesses that comply with state marijuana laws, FinCen has not rescinded
the FinCen Memo. While this memo appears to be a standalone document and is presumptively still in effect, FinCen could elect to
rescind the FinCen Memo at any time. Banks remain hesitant to offer banking services to cannabis-related businesses. Consequently,
those businesses involved in the cannabis industry continue to encounter difficulty establishing banking relationships.
Our inability to maintain bank accounts would make it difficult for us to operate our business, increase our operating costs, and
pose additional operational, logistical and security challenges and could result in our inability to implement our business plan.
The development and operation of businesses in the
cannabis industry may require additional financing, which may not be available on favorable terms, if at all.
Due to the growth in the cannabis industry, the continued development
and operation of businesses in the cannabis industry may require additional financing. The failure to raise such capital could
result in the delay or indefinite
postponement of current business objectives or the cessation of business. There can be no assurance
that additional capital or other types of financing will be available if needed or that, if available,
the terms of such financing will be favorable.
We may be subject to product
liability claims.
If we acquire a target business
operating as a manufacturer and distributor of products utilizing cannabis for human consumption, we will face an inherent risk
of exposure to product liability claims, regulatory action and litigation if our products are alleged to have caused significant
loss or injury. In addition, the manufacture and sale of cannabis products involve the risk of injury to consumers due to tampering
by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption
of cannabis products alone or in combination with other medications or substances could occur. We may be subject to various product
liability claims, including, among others, that the products we produced caused injury or illness, include inadequate instructions
for use or include inadequate warnings concerning possible side effects or interactions with other substances.
A product liability claim or
regulatory action against us could result in increased costs, could adversely affect our reputation with our clients and consumers
generally, and could have a material adverse effect on our results of operations and financial condition. There can be no assurances
that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential
liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability
to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims
could prevent or inhibit the commercialization of products.
We may not be able to obtain
adequate insurance coverage in respect of the risks our business faces, the premiums for such insurance may not continue to be
commercially justifiable or there may be coverage limitations and other exclusions which may result in such insurance not being
sufficient to cover potential liabilities that we face.
Although we expect to have insurance
coverage with respect to the assets and operations of our target business, such insurance coverage will be subject to coverage
limits and exclusions and may not be available for the risks and hazards to which we are exposed. In addition, no assurance can
be given that such insurance will be adequate to cover our liabilities, including potential product liability claims, or will
be generally available in the future or, if available, that premiums will be commercially justifiable. If we were to incur substantial
liability and such damages were not covered by insurance or were in excess of policy limits, we may be exposed to material uninsured
liabilities that could impede our liquidity, profitability or solvency.
We, or the cannabis industry
more generally, may receive unfavorable publicity or become subject to negative consumer or investor perception.
We believe that the
cannabis industry is highly dependent upon positive consumer and investor perception regarding the benefits, safety, efficacy
and quality of the cannabis distributed to consumers. The perception of the cannabis industry and cannabis products,
currently and in the future, may be significantly influenced by scientific research or findings, regulatory investigations,
litigation, political statements, media attention and other publicity (whether or not accurate or with merit) both in the
United States and in other countries, including Canada, relating to the consumption of cannabis products, including
unexpected safety or efficacy concerns arising with respect to cannabis products or the activities of industry participants.
There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or
other research findings or publicity will be favorable to the cannabis market or any particular cannabis product or will be
consistent with earlier publicity. Adverse future scientific research reports, findings and regulatory proceedings that are,
or litigation, media attention or other publicity that is, perceived as less favorable than, or that questions, earlier
research reports, findings or publicity (whether or not accurate or with merit) could result in a significant reduction in
the demand for the cannabis products of a target business we acquire. Further, adverse publicity reports or other media
attention regarding the safety, efficacy and quality of cannabis, or the products of a target business we acquire
specifically, or associating the consumption of cannabis with illness or other negative effects or events, could adversely
affect us. This adverse
publicity could arise even if the adverse effects associated with cannabis products resulted from
consumers’ failure to use such products legally, appropriately or as directed.
Third parties with whom
we do business may perceive themselves as being exposed to reputational risk by virtue of their relationship with us and may ultimately
elect not to do business with us.
If we acquire a target business
in the cannabis industry, the parties with which we do business may perceive that they are exposed to reputational risk as a result
of our cannabis business activities. Failure to establish or maintain business relationships could have a material adverse effect
on us.
Our reputation and ability to do business may be
negatively impacted by the improper conduct of our business partners, employees or agents.
We cannot provide assurance that our internal controls and compliance
systems will always protect us from acts committed by our employees, agents or business partners in violation of applicable laws
and regulations in the jurisdictions in which we conduct operations, including those applicable to businesses in the cannabis industry.
Any improper acts or allegations could damage our reputation and subject us to civil or criminal investigations and related shareholder
lawsuits, could lead to substantial civil and criminal monetary and non-monetary penalties, and could cause us to incur significant
legal and investigatory fees.
We may be subject to regulatory, legal or reputational
risk associated with potential misuse of our products by our customers.
We cannot provide assurance that our customers will always
use our products in the manner in which we intend. Any misuse of our products by our customers could lead to substantial civil
and criminal monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory fees.
A potential target company may not succeed in promoting
and sustaining its brands, which could have an adverse effect on its future growth and business.
A critical component of
a potential target company’s future growth is its ability to promote and sustain its brands, often achieved by providing
a high-quality user experience. An important element of a target company’s brand promotion strategy is establishing a relationship
of trust with its consumers. In order to provide a high-quality user experience, a potential target company may need to have invested
and continue to invest substantial resources in the development of products, infrastructure, fulfilment and customer service operations.
Campaigns designed to enhance a potential target company’s brand and attract consumers, subject to restrictions imposed
by law, can be expensive and may not result in increased sales. If a potential target company is unable to attract new customers
or its consumers are dissatisfied with the quality of the products sold to them or the customer service they receive and their
overall customer experience, it could see a decrease in sales, which could have a material adverse effect on the potential target
company’s business, financial condition and results of operations.
Certain events or developments in the cannabis industry
more generally may impact our reputation.
Damage to our reputation can result from the actual or perceived
occurrence of any number of events, including any negative publicity, whether true or not. If we acquire a target business in
the cannabis industry, because cannabis has been commonly associated with various other narcotics, violence and criminal activities,
there is a risk that our business might attract negative publicity. There is also a risk that the actions of other companies,
service providers and customers in the cannabis industry may negatively affect the reputation of the industry as a whole and thereby
negatively impact our reputation. The increased usage of social media and other web-based tools used to generate, publish and
discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate
and share negative opinions and views in regards to our activities and the cannabis industry in general, whether true or not.
We do not ultimately have direct control over how we or the
cannabis industry is perceived by others. Reputational issues may result in decreased investor confidence, increased challenges
in developing and maintaining community
relations and present an impediment to our overall ability to advance our business strategy
and realize on our growth prospects.
The cannabis industry is subject to the risks inherent
in an agricultural business, including the risk of crop failure.
The growing of cannabis is an agricultural process. As such,
a target business with operations in the cannabis industry is subject to the risks inherent in the agricultural business, including
risks of crop failure presented by weather, insects, plant diseases and similar agricultural risks. Although some cannabis production
is conducted indoors under climate controlled conditions, cannabis continues to be grown outdoors and there can be no assurance
that artificial or natural elements, such as insects and plant diseases, will not entirely interrupt production activities or
have an adverse effect on the production of cannabis and, accordingly, the operations of a potential target business.
The cannabis industry is subject to transportation
disruptions, including those related to an agricultural product.
As a business revolving mainly around the growth of
an agricultural product, the ability to obtain speedy, cost-effective and efficient transport services will be essential to
the prolonged operations of a potential target cannabis company’s business. Should such transportation become
unavailable for prolonged periods of time, it could have a material adverse effect on the potential target company’s
business, financial condition and results of operations.
Due to the nature of a potential target cannabis
company’s products, security of the product during transportation to and from its facilities may be important. A breach
of security during transport or delivery could have a material adverse effect on a potential target company’s business,
financial condition and results of operations. Any breach of the security measures during transport or delivery, including
any failure to comply with recommendations or requirements of regulatory authorities, could also have an impact on the
potential target company’s ability to continue operating under its license or the prospect of renewing its
licenses.
Many cannabis businesses are subject to
significant environmental regulations and risks.
Participants in the cannabis industry are subject to various
environmental regulations in the jurisdictions in which they operate. These regulations may mandate, among other things, the maintenance
of air and water quality standards and land reclamation. These regulations may also set forth limitations on the generation, transportation,
storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter
standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed
projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance
that future changes in environmental regulation, if any, will not adversely affect a potential target business.
Many cannabis businesses are dependent on key personnel
with sufficient experience in the cannabis industry.
The success of businesses in the cannabis industry is largely
dependent on the performance of their respective management teams and key employees and their continuing ability to attract, develop,
motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and significant costs may
be incurred to attract and retain them. The loss of the services of any key personnel, or an inability to attract other suitably
qualified persons when needed, could prevent a business from executing on its business plan and strategy, and the business may
be unable to find adequate replacements on a timely basis, or at all.
There are a limited number of management teams in
the cannabis industry that are familiar with U.S. securities laws.
There are a limited number of management teams in the
cannabis industry that have U.S. public company experience. As a result, management of a target cannabis business, including
any key personnel that it hires in the future, may not be familiar with U.S. securities laws. If such management team is
unfamiliar with U.S. 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.
It may be difficult to continuously maintain and retain
a competitive talent pool with public company standards.
As a target company grows, it may need to hire additional
human resources to continue to develop its businesses. However, experienced talent, including senior management, with public company
background in the areas of cannabis research and development, growing cannabis and extraction are difficult to source, and there
can be no assurance that the appropriate individuals will be available or affordable.
Without adequate personnel and expertise, the growth of
the business may suffer. There can be no assurance that a target company will be able to identify, attract, hire and retain qualified
personnel and expertise in the future, and any failure to do so could have a material adverse effect on the business, financial
condition or results of operations.
A potential target company may be dependent on skilled labor and suppliers.
The ability of a potential target business to compete and
grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labor, equipment, parts and
components. No assurances can be given that the potential target business will be successful in maintaining its required supply
of skilled labor, equipment, parts and components. Qualified individuals are in high demand, and the potential target business
may incur significant costs to attract and retain them. It is also possible that the final costs of the major equipment and materials,
including packaging materials, contemplated by the potential target's capital expenditure program may be significantly greater
than anticipated by the potential target's management, and may be greater than funds available to the potential target business,
in which circumstance the potential target business may curtail, or extend the timeframes for completing, its capital expenditure
plans. This could have a material adverse effect on the potential target's business, financial condition and results of operations.
Fraudulent or illegal activity by employees, contractors
and consultants may adversely affect our business, financial condition or results of operations.
A potential target business may be exposed to the risk that
any of its employees, independent contractors or consultants may engage in fraudulent or other illegal activity. Misconduct by
these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities that violate
(i) government regulations, (ii) manufacturing standards, (iii) federal, state and provincial healthcare fraud and abuse
laws and regulations, or (iv) laws that require the true, complete and accurate reporting of financial information or data. It
may not always be possible for the potential target business to identify and deter misconduct by its employees and other third
parties, and the precautions taken by the potential target business to detect and prevent this activity may not be effective in
controlling unknown or unmanaged risks or losses or in protecting the potential target business from governmental investigations
or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are
instituted against the potential target business, and it is not successful in defending itself or asserting its rights, those
actions could have a significant impact on the business of the potential target business, including the imposition of civil, criminal
and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings,
and curtailment of the operations of the potential target business, any of which could have a material adverse effect on the potential
target's business, financial condition and results of operations.
A potential target cannabis company may be
reliant on key inputs and may not be able to realize its cannabis production or capacity targets. The price of production of
cannabis will also vary based on a number of factors outside of our control.
A potential target cannabis company’s ability to
produce and process cannabis, and the price of production, may be affected by a number of factors, including available space,
raw materials, plant design errors, non-performance by third party contractors, increases in materials or labor costs,
construction performance falling below expected levels of output or efficiency, environmental pollution, contractor or
operator errors, breakdowns, processing bottlenecks, aging or failure of equipment or processes, labor disputes, as well as
factors specifically related to indoor agricultural practices, such as reliance on provision of energy and utilities to the
facility, and potential impacts of major incidents or catastrophic events on the facility, such as fires, explosions,
earthquakes or storms. Any significant interruption or negative change in the availability or economics of the supply chain
for key inputs could materially impact the business, financial condition and operating results of a potential target company.
Some of these inputs
may only be available from a single supplier or a limited group of suppliers, including access to the
electricity grid. If a sole source supplier was to go out of business, the target company might be unable to find a
replacement for such source in a timely manner or at all. If a sole source supplier were to be acquired by a competitor, that
competitor may elect not to sell to the potential target company in the future. Any inability to secure required supplies and
services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition,
results of operations and prospects of such businesses.
In addition, the price of production, sale and distribution
of cannabis will fluctuate widely due to, among other factors, how young the cannabis industry is and the impact of numerous factors
beyond the control of such businesses, including international, economic and political trends, expectations of inflation, currency
exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production
due to new production and distribution developments and improved production and distribution methods.
A potential target company may be vulnerable to rising energy costs.
Cannabis growing operations consume considerable energy,
which makes a potential target cannabis company vulnerable to rising energy costs and/or the availability of stable energy sources.
Accordingly, rising or volatile energy costs or the inability to access stable energy sources may have a material adverse effect
on the potential target company’s business, financial condition and results of operations.
To the extent we acquire cannabis businesses or assets,
there may be a lack of access to U.S. bankruptcy protections.
Because cannabis is illegal under U.S. federal law,
many courts have denied cannabis businesses bankruptcy protections, thus making it very difficult for lenders to recoup their
investments in the cannabis industry in the event of a bankruptcy. If a company we acquire as part of a qualifying
transaction were to experience a bankruptcy, there is no guarantee that U.S. federal bankruptcy protections would be
available, which could have a material adverse effect on the financial condition and prospects of such business and on the
rights of its lenders and security holders.
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:
| · | our ability to select an appropriate target business or businesses; |
| · | our ability to complete our initial business combination; |
| · | our expectations around the performance of a prospective target business or businesses; |
| · | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial
business combination; |
| · | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our
business or in approving our initial business combination; |
| · | our potential ability to obtain additional financing to complete our initial business combination; |
| · | our pool of prospective target businesses; |
| · | operating a business in the cannabis industry; |
| · | the ability of our officers and directors to generate a number of potential business combination opportunities; |
| · | our public securities’ potential liquidity and trading; |
| · | the lack of a market for our securities; |
| · | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| · | the trust account not being subject to claims of third parties; or |
| · | our financial performance following this offering. |
The forward-looking statements contained in this prospectus
are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be
no assurance that future developments affecting us will be those 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 25,000,000 units at an offering price of $10.00
per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private
placement warrants will be used as set forth in the following table.
| | |
Without Over-Allotment Option | |
Over-Allotment Option Exercised |
| Gross proceeds | |
| | | |
| | |
| Gross proceeds from units offered to public(1) | |
$ | 250,000,000 | | |
$ | 287,500,000 | |
| Gross proceeds from private placement warrants offered in the private
placement | |
| 7,000,000 | | |
| 7,750,000 | |
| Total gross proceeds | |
$ | 257,000,000 | | |
$ | 295,250,000 | |
| Estimated offering expenses(2) | |
| | | |
| | |
| Underwriting commissions (2.0% of gross proceeds from units offered to
public, excluding deferred portion)(3) | |
$ | 5,000,000 | | |
$ | 5,750,000 | |
| Legal fees and expenses | |
| 400,000 | | |
| 400,000 | |
| Accounting fees and expenses | |
| 42,500 | | |
| 42,500 | |
| Printing and engraving expenses | |
| 20,000 | | |
| 20,000 | |
| SEC expenses | |
| 34,845 | | |
| 34,845 | |
| FINRA expenses | |
| 43,625 | | |
| 43,625 | |
| Travel and road show | |
| 40,000 | | |
| 40,000 | |
| Directors and officers insurance premiums | |
| 100,000 | | |
| 100,000 | |
| Nasdaq listing and filing fees | |
| 75,000 | | |
| 75,000 | |
| Miscellaneous expenses(4) | |
| 244,030 | | |
| 244,030 | |
| Total estimated offering expenses (other than underwriting commissions) | |
$ | 1,000,000 | | |
$ | 1,000,000 | |
| Proceeds after estimated offering expenses | |
$ | 251,000,000 | | |
$ | 288,500,000 | |
| Held in trust account(3) | |
$ | 250,000,000 | | |
$ | 287,500,000 | |
| % of public offering size | |
| 100 | % | |
| 100 | % |
| Not held in trust account(2) | |
$ | 1,000,000 | | |
$ | 1,000,000 | |
The following table shows the use of the approximately $1,000,000
of net proceeds not held in the trust account(5).
| |
|
Amount |
|
% of Total |
| Legal, accounting, due diligence, travel and other expenses in connection
with any business combination(6) |
|
$ |
450,000 |
|
|
|
45.0 |
% |
| Legal and accounting fees related to regulatory reporting obligations |
|
|
150,000 |
|
|
|
15.0 |
% |
| Reserve for liquidation expenses |
|
|
100,000 |
|
|
|
10.0 |
% |
| Nasdaq continued listing fees |
|
|
75,000 |
|
|
|
7.5 |
% |
| Other miscellaneous expenses, including overhead(7) |
|
|
225,000 |
|
|
|
22.5 |
% |
| Total |
|
$ |
1,000,000 |
|
|
|
100.0 |
% |
| (1) | Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion
of our initial business combination. |
| (2) | A portion of the offering expenses have been paid from the
proceeds of loans from our sponsor of up to $250,000 as described in this prospectus.
As of June 30, 2019, we had borrowed $68,625 under the promissory note with our sponsor
to be used for a portion of the expenses of this offering. These loans will be repaid
upon completion of this offering out of the $1,000,000 of offering proceeds that has
been allocated for the payment of offering expenses (other than underwriting commissions)
not held in the trust account. These expenses are estimates only. In the event that offering
expenses are less than as set forth in this table, any such amounts will be used for
post-closing working capital expenses. In the event that the offering expenses are more
than as set forth in this table, we may fund such excess with funds not held in the trust
account. |
| (3) | The underwriter has agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of this offering. Upon completion
of our initial business combination, $8,750,000 (or up to $10,062,500 if the underwriter’s over-allotment option is exercised
in full), which constitutes the underwriter’s deferred commissions, will be paid to the underwriter from the funds held
in the trust account, and the remaining funds, less amounts used 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 underwriter will not be
entitled to any interest accrued on the deferred underwriting discounts and commissions. |
| (4) | Includes organizational and administrative expenses and may
include amounts related to above-listed expenses in the event actual amounts exceed estimates. |
| (5) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set
forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating
and structuring a business combination based upon the level of complexity of such business combination. In the event we identify
an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with
legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may
engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended
use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent
they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the
table above does not include interest available to us from the trust account. Based on current interest rates, we would expect
approximately $3,500,000 to be available to us from interest earned on the funds held in the trust account over the 12 months following
the closing of this offering; however, we can provide no assurances regarding this amount. This estimate assumes an interest rate
of 1.40% per annum based upon current yields of securities in which the trust account may be invested. 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 may be
repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The
warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, 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. |
| (6) | Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop”
provision and commitment fees for financing. |
| (7) | We will enter into an Administrative Services Agreement
pursuant to which we will pay our sponsor up to $20,000 per month for office space, administrative and support services. Upon
completion of our initial business combination or our liquidation, we will cease paying these monthly fees. |
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 the deferred underwriting commissions and taxes payable on the income earned on the trust account)
at the time of the agreement to enter into the initial business combination. Of the net proceeds of this offering and the sale
of the private placement warrants, $250,000,000 (or $287,500,000 if the underwriter’s over-allotment option is exercised
in full), including $8,750,000 (or up to $10,062,500 if the underwriter’s over-allotment option is exercised in full) of
deferred underwriting commissions, will, upon the consummation of this offering, be placed in a U.S.-based trust account with
Continental Stock Transfer & Trust Company acting as trustee. The funds in the trust account will be invested only in U.S.
government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and
meeting certain conditions under Rule 2a-7 under the Investment Company Act. Based on current interest rates, we estimate that
the interest earned on the trust account will be approximately $3,500,000 per year, assuming an interest rate of 1.40% per year.
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, the funds held in the trust account will not be released from the trust account until 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) to modify the substance or
timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24
months from the closing of this offering or (B) with respect to any other provision relating to 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 24 months from the closing of this offering,
subject to applicable law. Based on current interest rates, we expect that interest earned on the trust account will be sufficient
to pay taxes.
The net proceeds held in the trust account may be used as consideration
to pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business
combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the
consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance
of the cash released to us 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.
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 any of their affiliates, but such persons are not under any obligation to loan funds to, or invest in, us.
We will enter into an Administrative Services Agreement
pursuant to which we will pay our sponsor up to $20,000 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.
Prior to the closing of this offering, our sponsor has agreed
to loan us up to $250,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of
June 30, 2019, we had borrowed $68,625 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 January 31, 2020 or the closing of
this offering. These loans will be repaid upon completion of this offering out of the $1,000,000 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 may be repaid only from funds held outside the
trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans
may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to
the private placement warrants issued to our sponsor. The terms of such loans, 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.
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, advisors or any of their 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 be restricted from making any such purchases when they are in possession of any
material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange
Act. 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.
We may not redeem our public shares in an amount that would
cause our net tangible assets, after payment of the deferred underwriting commissions, 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)
and the agreement for our initial business combination may require 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 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) to modify the substance or timing of our obligation to redeem 100% of our public shares if we
do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any
other provision relating to 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 24 months from the closing of this offering,
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 have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder 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 have agreed to waive their rights to liquidating distributions from the trust account with
respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. 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 prescribed time frame.
Dividend
Policy
We have not paid any cash dividends on our ordinary shares to
date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future, except if we increase the size of this offering,
in which case we will effect a capitalization or other appropriate mechanism immediately prior to the consummation of this offering
in such amount as to maintain the number of founder shares at 20% of our issued and outstanding ordinary shares upon the consummation
of this offering. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare
dividends may be limited by restrictive covenants we may agree to in connection therewith.
Dilution
The difference between the public offering price per Class
A ordinary share, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus
or the private placement warrants, and the pro forma net tangible book value per Class A ordinary share after this offering constitutes
the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise
of warrants, including the private placement warrants, which would cause the actual dilution to the public shareholders to be
higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net
tangible book value, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares
which may be redeemed for cash), by the number of issued and outstanding Class A ordinary shares.
At June 30, 2019, our net tangible book value was a deficiency
of $295,281, or approximately $(0.04) per ordinary share. After giving effect to the sale of 25,000,000 Class A ordinary shares
included in the units we are offering by this prospectus, the sale of the private placement warrants and the deduction of underwriting
commissions and estimated expenses of this offering, our pro forma net tangible book value at June 30, 2019 would have been $5,000,010
or $0.66 per share, representing an immediate increase in net tangible book value (as decreased by the value of 23,726,999 Class
A ordinary shares that may be redeemed for cash and assuming no exercise of the underwriter’s over-allotment option) of
0.70 per share to our initial shareholders as of the date of this prospectus and an immediate dilution of $9.34 per share or 93.40%
to our public shareholders not exercising their redemption rights. The dilution to new investors if the underwriter exercises
the over-allotment option in full would be an immediate dilution of $9.42 per share or 94.20%.
The following table illustrates the dilution to the public shareholders
on a per-share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants:
| |
|
Without Over-allotment |
|
With Over-allotment |
| Public offering price |
|
$ |
10.00 |
|
|
$ |
10.00 |
|
| Net tangible book deficit before this offering |
|
$ |
(0.04 |
) |
|
$ |
(0.04 |
) |
| Increase attributable to public shareholders |
|
|
0.70 |
|
|
|
0.62 |
|
| Pro forma net tangible book value after this offering and the sale of the private placement
warrants |
|
|
0.66 |
|
|
|
0.58 |
|
| Dilution to public shareholders |
|
$ |
9.34 |
|
|
$ |
9.42 |
|
| Percentage of dilution to new investors |
|
|
93.40 |
% |
|
|
94.20 |
% |
For purposes of presentation, we have reduced our pro forma
net tangible book value after this offering (assuming no exercise of the underwriter’s over-allotment option) by $237,269,990
because holders of up to approximately 94.9% 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 shareholders meeting, including interest (which interest shall be net of taxes payable), divided by the
number of Class A ordinary shares sold in this offering).
The following table sets forth information with respect to our
initial shareholders and the public shareholders:
| | |
Shares Purchased | |
Total Consideration | |
Average Price per Share |
| | |
Number | |
Percentage | |
Amount | |
Percentage | |
|
| Initial Shareholders(1) | |
| 6,250,000 | | |
| 20.00 | % | |
$ | 25,000 | | |
| 0.01 | % | |
$ | 0.004 | |
| Public Shareholders | |
| 25,000,000 | | |
| 80.00 | % | |
| 250,000,000 | | |
| 99.99 | % | |
| 10.00 | |
| | |
| 31,250,000 | | |
| 100.00 | % | |
$ | 250,025,000 | | |
| 100.00 | % | |
| | |
| (1) | Assumes the full forfeiture of 937,500 founder shares that
are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s
over-allotment option is exercised. |
The pro forma net tangible book value per share after this offering
is calculated as follows:
| |
|
Without Over-allotment |
|
With Over-allotment |
| Numerator: |
|
|
|
|
|
|
|
|
| Net tangible book deficit before this offering |
|
$ |
(295,281 |
) |
|
$ |
(295,281 |
) |
| Net proceeds from this offering and sale of the private placement warrants |
|
|
251,000,000 |
|
|
|
288,500,000 |
|
| Plus: Offering costs paid in advance, excluded from tangible book value |
|
|
315,281 |
|
|
|
315,281 |
|
| Less: Deferred underwriting commissions |
|
|
(8,750,000 |
) |
|
|
(10,062,500 |
) |
| Less: Proceeds held in trust subject to redemption |
|
|
(237,269,990 |
) |
|
|
(273,457,490 |
) |
| |
|
$ |
5,000,010 |
|
|
$ |
5,000,010 |
|
| Denominator |
|
|
|
|
|
|
|
|
| Class B ordinary shares outstanding prior to this offering |
|
|
7,187,500 |
|
|
|
7,187,500 |
|
| Class B ordinary shares forfeited if over-allotment is not exercised |
|
|
(937,500 |
) |
|
|
— |
|
| Class A ordinary shares included in the units offered |
|
|
25,000,000 |
|
|
|
28,750,000 |
|
| Less: Ordinary shares subject to redemption/tender |
|
|
(23,726,999 |
) |
|
|
(27,345,749 |
) |
| |
|
|
7,523,001 |
|
|
|
8,591,751 |
|
Capitalization
The following table sets forth our capitalization at June
30, 2019, and as adjusted to give effect to the sale of our 25,000,000 units in this offering for $250,000,000 (or $10.00 per
unit) and the sale of 7,000,000 private placement warrants for $7,000,000 (or $1.00 per warrant) and the application of the estimated
net proceeds derived from the sale of such securities:
| |
|
June 30, 2019 |
| |
|
Actual |
|
As Adjusted(2) |
| Note payable to related party(1) |
|
$ |
68,625 |
|
|
$ |
— |
|
| Deferred underwriting commissions |
|
|
— |
|
|
|
8,750,000 |
|
| Class A ordinary shares, subject to redemption; -0- shares actual and 23,726,999 shares
as adjusted(3) |
|
|
— |
|
|
|
237,269,990 |
|
| Shareholders’ equity: |
|
|
|
|
|
|
|
|
| Preferred shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding,
actual and as adjusted |
|
|
— |
|
|
|
— |
|
| Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; no shares
issued and outstanding, actual; 1,273,001 shares issued and outstanding (excluding 23,726,999 shares subject to possible redemption),
as adjusted |
|
|
— |
|
|
|
127 |
|
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 and
6,250,000 shares issued and outstanding, actual and as adjusted, respectively(4) |
|
|
719 |
|
|
|
625 |
|
| Additional paid-in capital(5) |
|
|
24,281 |
|
|
|
5,004,258 |
|
| Accumulated deficit |
|
|
(5,000 |
) |
|
|
(5,000 |
) |
| Total shareholders’ equity |
|
$ |
20,000 |
|
|
$ |
5,000,010 |
|
| Total capitalization |
|
$ |
88,625 |
|
|
$ |
251,020,000 |
|
| (1) | Our sponsor has agreed to loan us up to $250,000 under an unsecured
promissory note to be used for a portion of the expenses of this offering. As of June
30, 2019, we had borrowed $68,625 under the promissory note with our sponsor to be used
for a portion of the expenses of this offering. |
| (2) | Assumes the full forfeiture of 937,500 shares that are subject
to forfeiture by our sponsor depending on the extent to which the underwriter’s
over-allotment option is 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. |
| (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, after payment of the deferred underwriting
commission, will be maintained at a minimum of $5,000,001 upon our initial business combination and any limitations (including,
but not limited to, cash requirements) created by the terms of the proposed business combination. The “as adjusted”
amount of Class A ordinary shares, subject to redemption equals the “as adjusted” total assets of $251,020,000, less
the “as adjusted” total liabilities of $8,750,000, less the “as adjusted” total shareholder’s equity.
The value of Class A ordinary shares that may be redeemed is equal to $10.00 per share (which is the assumed redemption price)
multiplied by 23,726,999 Class A ordinary shares, which is the maximum number of Class A ordinary shares that may be redeemed for
a $10.00 purchase price per share and still maintain at least $5,000,001 of net tangible assets. |
| (4) | Actual share amount is prior to any forfeiture of founder shares
by our sponsor and as adjusted share amount assumes no exercise of the underwriter’s
over-allotment option. |
| (5) | The “as adjusted” additional paid-in capital calculation is equal to the “as adjusted” total shareholder’s
equity of $5,000,010, minus Class A and Class B ordinary shares (par value) of $752, minus the accumulated deficit of $(5,000). |
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 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses. We have not selected any business combination target
and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business
combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and
the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.
The issuance of additional shares in a business combination:
| · | may significantly
dilute the equity interest of investors in this offering, which dilution would increase
if the anti-dilution provisions 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 is payable on demand; |
| · | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such
financing while the debt is outstanding; |
| · | our inability to pay dividends on our Class A ordinary shares; |
| · | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available
for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate
purposes; |
| · | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
| · | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in
government regulation; and |
| · | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,
execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
As indicated in the accompanying financial statements, at
June 30, 2019, we had deferred offering costs of approximately $315,281. 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 will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has
been no significant change in our financial or trading position and no material adverse change has occurred since the date of our
audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses
to increase substantially after the closing of this offering.
Liquidity and Capital Resources
Our liquidity needs have been satisfied prior to the completion
of this offering from the availability of up to $250,000 in loans from our sponsor under an unsecured promissory note. As of June
30, 2019, we have borrowed $68,625 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 (1) the sale of the
units in this offering, after deducting offering expenses of approximately $1,000,000 and underwriting commissions of $5,000,000
($5,750,000 if the underwriter’s over-allotment option is exercised in full) (excluding deferred underwriting commissions
of $8,750,000 (or up to $10,062,500 if the underwriter’s over-allotment option is exercised in full)), and (2) the sale
of the private placement warrants for a purchase price of $7,000,000 (or $7,750,000 if the underwriter’s over-allotment
option is exercised in full), will be $251,000,000 (or $288,500,000 if the underwriter’s over-allotment option is exercised
in full). Of this amount, $250,000,000 or $287,500,000 if the underwriter’s over-allotment option is exercised in full,
including $8,750,000 (or up to $10,062,500 if the underwriter’s over-allotment option is exercised in full) in deferred
underwriting commissions will be deposited into the trust account. The funds in the trust account will be invested only in U.S.
government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries. The
remaining $1,000,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $1,000,000
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 $1,000,000, 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 deferred underwriting commissions) 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. We expect the interest earned on the amount in the trust account will be sufficient to pay our taxes. We
expect the only taxes payable by us out of the funds in the trust account will be income and franchise taxes, if any. 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 $1,000,000 of proceeds held outside 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, and to 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 or certain of our
officers and directors may, but are not obligated to, loan us funds as may be required. Any such loans may be repaid only from
funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000
of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would
be identical to the private placement warrants issued to our sponsor. The terms of such loans, 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 $450,000 for legal, accounting, due diligence, travel and other expenses in connection with any
business combinations; $150,000 for legal and accounting fees related to regulatory reporting requirements; $75,000 for Nasdaq
continued listing fees; $100,000 as a reserve for liquidation expenses and approximately $225,000 for general working capital that
will be used for miscellaneous expenses, including overhead, and reserves net of estimated interest income.
These amounts are estimates and may differ materially from our
actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing,
fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop”
provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies
or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although
we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity
from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined
based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such
funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for,
or conducting due diligence with respect to, prospective target businesses.
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.
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, 2020. 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 small and mid-sized target businesses we may consider for our initial business combination may have
internal controls that need improvement in areas such as:
| · | staffing for financial, accounting and external reporting areas, including segregation of duties; |
| · | reconciliation of accounts; |
| · | proper recording of expenses and liabilities in the period to which they relate; |
| · | evidence of internal review and approval of accounting transactions; |
| · | documentation of processes, assumptions and conclusions underlying significant estimates; and |
| · | documentation of accounting policies and procedures. |
Because it will take time, management involvement and perhaps
outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market
expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities,
particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also
take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal controls is complete,
we will retain our independent auditors to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley
Act. The independent auditors may identify additional issues concerning a target business’s internal controls while performing
their audit of internal control over financial reporting.
Quantitative and Qualitative Disclosures about Market Risk
The net proceeds of this offering and the sale of the private
placement warrants held in the trust account will be invested in U.S. government treasury bills with a maturity of 180 days or
less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment
Company Act. 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 2019, our sponsor purchased 7,187,500 founder
shares for an aggregate purchase price of $25,000, or $0.004 per share (assuming the over-allotment option is not exercised
and the forfeiture by our sponsor of 937,500 founder shares). In connection with closing of this offering, our sponsor
intends to grant sponsor LLC equity interests to our independent director nominees that collectively comprise approximately
1% of the outstanding equity interests in our sponsor. Our initial shareholders will collectively own 20% of our issued and
outstanding shares after this offering (assuming our initial shareholders do not purchase any units in this offering). 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 founder shares immediately prior to the consummation of this
offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding ordinary shares upon
the consummation of this offering.
We will enter into an Administrative Services Agreement
pursuant to which we will pay our sponsor up to $20,000 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 $250,000 under an
unsecured promissory note to be used for a portion of the expenses of this offering. As of June 30, 2019, we had borrowed $68,625
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 January 31, 2020 or the closing of
this offering. These loans will be repaid upon completion of this offering out of the $1,000,000 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 may be repaid only from funds held outside the
trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans
may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to
the private placement warrants issued to our sponsor. The terms of such loans, 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.
Our sponsor has committed to purchase an aggregate of 7,000,000
(or 7,750,000 if the underwriter’s over-allotment option is exercised in full) private placement warrants at a price of
$1.00 per warrant ($7,000,000 in the aggregate or $7,750,000 in the aggregate if the underwriter’s over-allotment option
is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement
warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided
herein. Our sponsor will be permitted to transfer the private placement warrants 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 warrants
will not, subject to certain limited exceptions, be transferable or salable until 30 days after the completion of our initial
business combination. The private placement warrants will be non-redeemable so long as they are held by our sponsor or its permitted
transferees. The private placement warrants may also be exercised by our sponsor or its permitted transferees for cash or on a
cashless basis and our sponsor and its permitted transferees will also have certain registration rights related to the private
placement warrants, as described below. Otherwise, the private placement warrants have terms and provisions that are identical
to those of the warrants being sold as part of the units in this offering.
Pursuant to a registration rights agreement that we will enter
into with our initial shareholders 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 three 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 “Principal Shareholders—Registration
Rights.”
Off-Balance Sheet Arrangements; Commitments and Contractual
Obligations
As of June 30, 2019, 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.
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.
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
We are a newly incorporated blank check company incorporated
as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus
as our initial business combination. To date, our efforts have been limited to organizational activities and activities related
to this offering. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated
any substantive discussions, directly or indirectly, with any business combination target.
Our sponsor is an affiliate of Silver Spike Capital. Silver
Spike Capital is an asset management fund focused on the burgeoning cannabis and related health & wellness industries. Silver
Spike was formed in 2019 with an executive team consisting of seasoned investment professionals, many of whom have extensive experience
in emerging and frontier markets as well as cannabis industry investors and entrepreneurs with proven track records. With this
team, Silver Spike is positioning to become the leading institutional-quality asset manager in this nascent, fragmented sector.
While we may pursue a business combination target in any business,
industry or geographical location, we intend to focus our search for businesses in the cannabis industry that are compliant with
all applicable laws and regulations within the jurisdictions in which they are located or operate and, in particular, we will not
invest in, or consummate a business combination with, a target business that we determine has been operating, or whose business
plan is to operate, in violation of U.S. federal laws, including the U.S. Controlled Substances Act. The cannabis industry has
experienced significant growth over the last several years. With full federal legalization in Canada and 36 states in the United
States allowing for some type of legal use under state law, the cannabis industry is amongst the fastest growing industries in
the world. We believe that the normalization of cannabis and its many uses - both therapeutic and recreational - is creating a
rarely seen opportunity to invest in related businesses. At the same time, the cannabis industry is highly fragmented and subject
to a complex regulatory framework, creating significant barriers to entry. The cannabis-related investment space is currently dominated
by small funds which we believe lack both the capital and experience to see their investments through multiple rounds of funding.
We believe that there are several target businesses that could
benefit from our partnership and are compliant with all applicable laws and regulations within the jurisdictions in which they
are located or operate. In the United States, this would currently include non-plant touching businesses that support the functioning
of cannabis activity but are not directly related to cultivation, manufacturing, processing, branding, transportation, distribution,
storage or sale of cannabis and cannabis-based products. Another set of eligible targets in the U.S. would include hemp derived
CBD businesses that are compliant with the Farm Bill Act, which would include targets engaged in cultivation, manufacturing, processing,
branding, transportation, distribution, storage or sale of hemp-derived CBD. We may also consider companies pursuing an FDA track
for pharmaceutical applications and treatments that entail compounds found in cannabis. There are also a number of qualifying cannabis-related
licensed operators in industries outside of the United States. This includes companies currently operating in jurisdictions where
cannabis has been decriminalized for recreational use, such as Canada, Colombia and Uruguay. Globally, more than 50 countries have legalized some form of medical cannabis. Over the next 24 months, we believe that legislative
activity in certain jurisdictions will further broaden our opportunity set for eligible acquisitions.
The transition of the cannabis and derivative products industries
to a regulated and legal marketplace has been happening at a rapid pace over recent years. Many countries have or are contemplating
some form of legalized use, including Canada and the United States. For example, on June 28, 2018, the Marijuana Freedom and Opportunity
Act was introduced in the United States Senate, which would remove marijuana from the schedule of controlled substances under the
Controlled Substances Act and decriminalize its use. We believe that this momentum will continue to accelerate worldwide, generating
tremendous opportunity in the industry, with both broader legislative acceptance and an evolving regulatory environment. There
have already been hundreds of businesses launched across various sub-sectors of the cannabis industry, many of which are located
in Canada or the United States. These businesses have raised billions of dollars from investors in public and private markets;
including strategic investments from major multinational companies that are altering or broadening their core business focus. Many
of these businesses have valuations in excess of a billion dollars. However, the cannabis industry is still in its infancy.
In order to succeed under the new legislative and regulatory
frameworks, we believe that businesses will need strong management teams with deep operational expertise and financial acumen.
As this industry evolves from a nascent industry cycle, often
with high levels of return, we believe that investors will become more discerning and will focus on business models that can scale
profitably. Despite high profile recent investments, we believe the total quantum of invested capital in the space is scant relative
to other major industry sectors. As the industry evolves and legislative and regulatory hurdles are addressed, we anticipate an
institutionalization of capital investment, with reduced reliance on high net worth individuals, family offices and select hedge
funds. We believe that this will be manifested by new investors providing sources of liquidity that will resemble more mature markets,
including increased breadth of financial instruments across the capital structure.
We believe that the cannabis industry will continue to grow
at a rapid pace in the coming years – with the potential to reach several hundred billion dollars of sales within the next
ten years. Unlike other emerging industries, which have been driven by massive technological advances, cannabis has supported therapeutic
treatments for thousands of years across a variety of cultures. The evolution of public perception is being sustained by consumers
seeking cannabis-based treatments for a variety of health and wellness needs. We believe that there will be growth via the broader
adoption of cannabis for non-recreational use. Potential sources for additional growth include the disruption of a variety of health-related
market segments including pain management, sleep, skin care and cosmetics and anxiety, as well as many other applications that
are being explored.
Scott Gordon, our founder, is the founder and Chief Executive
Officer of Silver Spike Capital, a newly formed investment platform dedicated to the cannabis industry. Mr. Gordon began investing
in the cannabis industry in 2014 and in 2016 co-founded and became Chairman of Egg Rock Holdings, parent company of the Papa &
Barkley family of cannabis products with related subsidiary assets in manufacturing, processing, and logistics. Egg Rock Holdings
also is the parent company of Papa & Barkley Essentials, a hemp-derived CBD business based in Colorado. Mr. Gordon has spent
his career investing in emerging markets globally and has formed and managed a number of large global platforms. Prior to the formation
of Silver Spike Capital, Mr. Gordon was President of Fintech Advisory Inc., investment manager for a multibillion dollar family
office fund focused on long-term and opportunistic investments in emerging markets. Previously, Mr. Gordon held leadership positions
at several asset management firms including Marathon Asset Management, Caxton and Taconic Capital. Earlier in his career, Mr. Gordon
led the Global Special Situations Group at Bank of America, the Emerging Markets business at ING Capital and was a founding member
of the Emerging Markets business at JP Morgan.
Mr. Gordon is joined at Silver Spike by a number of investment
professionals who have experience spanning cannabis, consumer products, medical and scientific research and investment management.
See “Management” for additional information about our management team.
Business Strategy
Our business strategy is to identify and complete our initial
business combination with a target operating in the cannabis industry that is compliant with all applicable laws and regulations
within the jurisdictions in which it is located or operates. We believe that there is an opportunity to take advantage of a newly
emerging industry, with a variety of established operators seeking access to capital and managerial expertise. We intend to leverage
our team’s collective operating, technical, regulatory and legal expertise to build a strong business with competitive
advantages to emerge as a leading public company in the space.
As the industry continues to transition to a new legislative
and regulatory framework, we believe that many companies will need a partner that can assist in providing a level of operational
and financial expertise to support their growth. Our team includes a variety of investment, operational and healthcare professionals
who will provide operating, technical, regulatory and legal expertise to assist a target business access the public markets, and
our team includes Scott Gordon and Orrin Devinsky, both of whom have extensive expertise in cannabis. Our team consists of professionals
who have decades of experience in capital markets globally, have extensive scientific and medical knowledge of the plant and its
many compounds and includes entrepreneurs and founders of consumer facing businesses.
Our acquisition plan is to leverage our management team’s
networks of potential transaction sources where we believe a combination of our management team’s industry relationships,
knowledge and experience could effect a positive transformation or augmentation of existing businesses or assets. Over the course
of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that
we
believe will serve as a useful source of acquisition opportunities.
We plan to leverage relationships with management teams of public and private companies, investment professionals at private equity
firms and other financial sponsors, owners of private businesses, investment bankers, restructuring advisers, consultants, attorneys
and accountants, which we believe should provide us with a number of business combination opportunities.
Following the completion of this offering, the members of our
management team plan to communicate with their networks of relationships to articulate the parameters for our search for a target
business 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, non-exclusive criteria and guidelines that we believe are important in evaluating prospective targets for our
initial business combination. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide
to enter into our initial business combination with a target that does not meet one or more of these criteria and guidelines. We
expect to weigh potential upside from growth in the target business and an improved capital structure against any identified downside
risks. We intend to focus on target businesses that we believe:
| |
· |
exhibit institutional-level operations and financial controls.
We intend to seek a target in the cannabis space that not only has a leading competitive position, but also has the underlying
infrastructure and operations to build a public platform; |
| |
· |
have durable competitive advantages that are differentiated
in the sector. We intend to acquire an asset that not only benefits from secular tailwinds in the industry, but also exhibit
hard-to-replicate competitive advantages amongst its peers; |
| · | are fundamentally sound with consistent operational performance and free cash flow generation. We expect to target a
business that has historically exhibited profitability and strong cash flow generation. Our management team has a proven track
record accelerating growth of companies with strong past performance; |
| · | are at an inflection point, such as requiring additional capital to achieve a growth strategy. We intend to look for
targets that have clear opportunities for long-term sustainable growth, but which require our capital or expertise to achieve a
growth strategy; |
| · | have the potential to further improve their performance under our ownership. We intend to seek targets where we believe
we can improve company results by leveraging our transactional, financial, managerial and investment experience as well as our
extensive networks and insights. We believe our management team has the right skills and capabilities to enhance companies’
results and consolidate competitive positions in their sectors; |
| · | may benefit from capital markets access. We intend to seek a target that may benefit from being, or has the potential
to become, a public company with an increased public profile, enhanced corporate governance and increased access to a more diversified
pool of capital; and |
| · | exhibit unrecognized value and desirable returns on capital. We will look for targets that we believe have been undervalued
by the marketplace based on our analysis and due diligence review. |
These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria
and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we
decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines,
we will disclose that the target business does not meet the above criteria and guidelines 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 that we would file with the SEC.
Acquisition Process
We have not selected any business combination target and we
have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination
target.
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.
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 the deferred underwriting commissions and taxes payable on the income earned on the trust account)
at the time of the agreement to enter into the initial business combination. We refer to this as the 80% fair market value test.
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 our satisfaction of the 80% fair market value test, as well as the basis for our determinations.
If our board is not able independently 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 do not currently intend to purchase multiple businesses in unrelated industries
in conjunction with our initial business combination, although there is no restriction on our doing so.
We anticipate structuring our initial business combination so
that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding
equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such
that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to
meet certain objectives of the target management team or shareholders or for other reasons, 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 business 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 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. 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 or shares 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. 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.
Prior to the effectiveness of the registration statement of
which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our
securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under
the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange
Act prior or subsequent to the completion of our initial business combination.
Emerging Growth Company Status and Other Corporate Information
We are an “emerging growth company,” as defined
in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not “emerging growth companies” including, but not limited to,
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there
may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that
an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend
to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier
of (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.
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 Law. As
an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance
with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 30 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 (1) on or in respect of our shares, debentures or other obligations
or (2) 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 a Cayman Islands exempted company incorporated on June
7, 2019. Our executive offices are located at 1114 6th Ave, 41st Floor New York, New York, 10036 and our telephone number is (212)
905-4923.
Status as a Public Company
We believe our structure will make us an attractive business
combination partner to target businesses. As an existing public company, we offer target businesses an alternative to the traditional
initial public offering through a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar
business combination. In this situation, the owners of the target business would exchange their shares or shares of stock in the
target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration to the specific
needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target
businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial
public offering. In a typical initial public offering, there are additional expenses
incurred in marketing, road show and public reporting efforts
that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed business combination is completed,
the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’
ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring.
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. It can offer further benefits by augmenting a company’s profile
among potential new customers and vendors and aid in attracting talented employees.
We are an “emerging growth company,” as defined
in the JOBS Act. 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.
Financial Position
With funds available for a business combination initially
in the amount of $241,250,000 assuming no redemptions and after payment of $8,750,000 of deferred underwriting fees (or $277,437,500
assuming no redemptions and after payment of up to $10,062,500 of deferred underwriting fees if the underwriter’s over-allotment
option is exercised in full), we offer a target business a variety of options such as creating a liquidity event for its owners,
providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its
debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination
of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration
to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing
and there can be no assurance it will be available to us.
Effecting Our Initial Business Combination
We are not presently engaged in, and we will not engage in,
any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination
using cash from the proceeds of this offering and the sale of the private placement warrants, our shares, debt or a combination
of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, which would subject
us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for using equity
or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our
initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the
trust account for general corporate purposes, including for maintenance or expansion of operations of 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.
We have not selected any business combination target and we
have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination
target.
We may seek to raise additional funds through a private offering
of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial
business combination using the proceeds of such offering rather than using the amounts held in the trust account.
In the case of an initial business combination funded with assets
other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose
the terms of the financing and, only if required by law or we decide to do so for business or other reasons, we would seek shareholder
approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with
our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with
respect to raising any additional funds through the sale of securities or otherwise.
Selection of a target business and structuring of our 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 the deferred underwriting commissions and taxes payable on the income earned on the trust account)
at the time of the agreement to enter into the initial business combination. We refer to this as the 80% fair market value test.
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 our satisfaction of the 80% fair market value test, as well as the basis for our determinations.
If our board is not able independently 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 do not currently intend to purchase multiple businesses in unrelated industries
in conjunction with our initial business combination, although there is no restriction on our doing so.
We anticipate structuring our initial business combination so
that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding
equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such
that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to
meet certain objectives of the target management team or shareholders or for other reasons, 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 business 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 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. 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 or shares 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. 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.
To the extent we effect our initial business combination with
a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous
risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular
target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
In evaluating a prospective target business, we expect to conduct
a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document
reviews, inspection of facilities, as well as a review of financial, operational, legal and other information, which will be made
available to us.
The time required to select and evaluate a target business and
to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable
with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business
with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the
funds we can use to complete another business combination.
Lack of business diversification
For an indefinite period of time after the completion of our
initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries,
it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line
of business. By completing our initial business combination with only a single entity, our lack of diversification may:
| · | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse
impact on the particular industry in which we operate after our initial business combination; and |
| · | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Limited ability to evaluate the target’s management
team
Although we intend to closely scrutinize the management of a
prospective target business when evaluating the desirability of effecting our initial business combination with that business,
our assessment of the target business’s management may not prove to be correct. In addition, the future management may not
have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our
management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or
more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely
that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot
assure you that members of our management team will have significant experience or knowledge relating to the operations of the
particular target business.
We cannot assure you that any of our key personnel will remain
in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination.
Following our initial business combination, we may seek to recruit
additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability
to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to
enhance the incumbent management.
Shareholders may not have the ability to approve our initial
business combination
We may conduct redemptions without a shareholder vote pursuant
to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association.
However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may
decide to seek shareholder approval for business or other reasons.
Under Nasdaq’s listing rules, shareholder approval would
be required for our initial business combination if, for example:
| · | we issue ordinary shares that will be equal to or in excess of 20% of the number of shares or voting power of our ordinary
shares then issued and outstanding (other than in a public offering); |
| · | any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such
persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or
otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding common shares or
voting power of 5% or more; or |
| · | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
The Companies Law and Cayman Islands law do not currently require,
and we are not aware of any other applicable law that will require, shareholder approval of our initial business combination.
Permitted purchases of our securities
In the event 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. There is no limit on the number of
shares or warrants 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. 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 initial shareholders, directors, officers,
advisors or any of their 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 public shares or public warrants in such transactions. If they engage
in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public
information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent
to the consummation of this offering, we will adopt an insider trading policy which will require insiders to (1) refrain from purchasing
securities during certain blackout periods and when they are in possession of any material non-public information and (2) to clear
certain trades prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule
10b5-1 plan, as it 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.
In the event that our sponsor, directors, officers, advisors
or any of their affiliates purchase public shares in privately negotiated transactions from public shareholders who have already
elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling
shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial
business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the
tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange
Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers
will comply with such rules.
The purpose of such purchases could be to (1) vote such shares
in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of our initial business
combination or (2) 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. 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 securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult
to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our sponsor, officers, directors, advisors and/or any of their
affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors, advisors or any of their
affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption
requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination.
To the extent that our sponsor, officers, directors, advisors or any of their affiliates enter into a private purchase, they would
identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata
share of the trust account or vote against our initial business combination. Such persons would select the shareholders from whom
to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person
may deem relevant at the time of purchase. 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.
Our sponsor, officers, directors, advisors or any of their affiliates will purchase shares only if such purchases comply with Regulation
M under the Exchange Act and the other federal securities laws.
Any purchases by our sponsor, officers, directors and/or any
of their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will be made only 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. Rule 10b-18 has certain technical requirements that must be complied with in order
for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or any of their affiliates will be restricted
from making purchases of ordinary shares if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
Redemption rights for public shareholders upon completion
of our initial business combination
We will provide our public shareholders with the opportunity
to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the
consummation of the 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 $10.00 per public share. The per-share amount we
will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we
will pay to the underwriter. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to their founder 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. Permitted transferees of our initial
shareholders, officers or directors will be subject to the same obligations.
Manner of Conducting Redemptions
We will provide our public shareholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination either (1) in connection
with a shareholder meeting called to approve the business combination or (2) by means of a tender offer. The decision as to whether
we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our
discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction
would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and
share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive,
amalgamations pursuant to a scheme of arrangement 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 typically require shareholder
approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder
approval is required by applicable law or stock exchange listing requirement or we choose to seek shareholder approval for business
or other reasons.
If a shareholder vote is not required and we do not decide to
hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of
association:
| · | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;
and |
| · | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the
same financial and other information about the initial business combination and the redemption rights as is required under Regulation
14A of the Exchange Act, which regulates the solicitation of proxies. |
Upon the public announcement of our initial business combination,
if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in
accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under
the Exchange Act.
In the event we conduct redemptions pursuant to the tender offer
rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange
Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares,
which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible
assets, after payment of the deferred underwriting commission, 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. If public shareholders
tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
If, however, shareholder approval of the transaction is required
by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons,
we will, pursuant to our amended and restated memorandum and articles of association:
| · | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates
the solicitation of proxies, and not pursuant to the tender offer rules; and |
| · | file proxy materials with the SEC. |
We expect that 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. Although we are not required to do so, we currently intend to comply with the substantive and procedural
requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or
Exchange Act registration.
In the event that we seek shareholder approval of our initial
business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the
redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we will complete our initial
business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of
a majority of the shareholders who attend and vote at a general meeting of the company. In such case, pursuant to the terms of
a letter agreement entered into with us, our initial shareholders have agreed (and their permitted transferees will agree) to vote
their founder shares and any public shares held by them in favor of our initial business combination. Our directors and officers
also have agreed to vote in favor of our initial business combination with respect to public shares acquired by them, if any. We
expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their
permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Each public
shareholder 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. In addition, our initial shareholders have entered into a letter agreement with us,
pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares
held by them in connection with the completion of a 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.
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, after payment
of the deferred underwriting commissions, 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). 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: (1) cash consideration to be paid to the target or its owners; (2)
cash to be transferred to the target for working capital or other general corporate purposes; or (3) 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 public 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 such business
combination or redeem any shares in connection therewith, and
all public shares submitted for redemption will be returned to the holders thereof.
Limitation on redemption upon completion of our initial
business combination if we seek shareholder approval
Notwithstanding the foregoing redemption rights, if we seek
shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association 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 Excess Shares without our prior consent. We believe this restriction will discourage shareholders from accumulating
large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against
a proposed business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant
premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more
than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s
shares are not purchased by us 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 Excess Shares) for or against our initial business combination.
Tendering share certificates in connection with a tender
offer or redemption rights
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 documents or proxy materials 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 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. 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.
Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically
charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.
However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender
their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such
delivery must be effectuated.
The foregoing is different from the procedures used by many
blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies
would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply
vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his
or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for
him or her to deliver his or her certificate to verify ownership. As a result, the shareholder
then had an “option window” after the completion
of our initial business combination during which he or she could monitor the price of the company’s shares in the market.
If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering
his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed
to commit before the shareholder meeting, would become “option” rights surviving past the completion of our initial
business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery
prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is
approved.
Any request to redeem such shares, once made, may be withdrawn
at any time up to the date set forth in the tender offer materials or the date of the shareholder meeting set forth in our proxy
materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of
redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply
request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed
to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial
business combination.
If our initial business combination is not approved or completed
for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their
shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.
If our initial proposed business combination is not completed,
we may continue to try to complete a business combination with a different target until 24 months from the closing of this offering.
Redemption of public shares and liquidation if no initial
business combination
Our sponsor, officers and directors have agreed that we will
have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete
our initial business combination within such 24-month period, 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. 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 24-month time period.
Our initial shareholders have entered into a letter agreement
with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their
founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However,
if our initial shareholders acquire public shares, 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 allotted 24-month time frame.
Our sponsor, officers and directors have agreed, pursuant to
a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association
(A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to 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, after payment of the deferred underwriting commissions, 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).
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 $1,000,000 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 placement warrants, other than the proceeds deposited in the trust account, and without taking into
account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution
would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our
creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share
redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if
any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors, service providers
(other than our independent 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 prescribed time frame, 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 (1) $10.00 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, 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 underwriter of this offering against certain
liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable
against a third party, 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) $10.00 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 $10.00 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 underwriter of this offering against certain liabilities, including liabilities
under the Securities Act. We will have access to up to $1,000,000 from the proceeds of this offering and the sale of the private
placement warrants, 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 $1,000,000, 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 $1,000,000, 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 law, 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 $10.00 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 performance. 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) to modify the substance or timing of our obligation to redeem 100% of our public
shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect
to any other provision relating to 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 24 months from the closing of this offering,
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
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 contains a provision which provides
that, if we seek to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from
the closing of this offering or (B) with respect to any other provision relating to 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 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; |
| · | we will consummate our initial business combination only if we have net tangible assets, after payment of the deferred underwriting
commissions, of at least $5,000,001 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; |
| · | if our initial business combination is not consummated within 24 months from the closing of this offering, then our existence
will terminate and we will distribute all amounts in the trust account; and |
| · | 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 24 months from the closing of this offering or (y) amend the foregoing provisions. |
These provisions cannot be amended without the approval of holders
of at least two-thirds of our ordinary shares. 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 a majority of the ordinary shares voted by our shareholders at a duly held shareholders meeting.
Additionally, our amended and restated memorandum and articles
of association provides that, prior to our initial business combination, only holders of our founder shares will have the right
to vote on the election of directors and that holders of a majority of our founder shares may remove a member of the board of directors
for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special
resolution passed by 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 founder 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 24 months from the closing of this offering.
| |
Redemptions
in Connection with our Initial Business Combination
|
Other
Permitted Purchases of Public Shares by our Affiliates
|
Redemptions
if we fail to Complete an Initial Business Combination
|
| Calculation of redemption price |
Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we |
If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions or |
If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to |
| |
Redemptions
in Connection with our Initial Business Combination
|
Other
Permitted Purchases of Public Shares by our Affiliates
|
Redemptions
if we fail to Complete an Initial Business Combination
|
| |
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 $10.00 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, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion 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. |
in the open market either prior to or following the completion of our initial business combination. Such purchases will be prohibited except to the extent they 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. |
the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), 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. |
| Impact to remaining shareholders |
The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and 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). |
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. |
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 initial shareholders, who will be our only remaining shareholders after such redemptions. |
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 underwriter will not exercise its over-allotment option. None of the provisions
of Rule 419 apply to our offering.
| |
Terms
of Our Offering
|
Terms
Under a Rule 419 Offering
|
| Escrow of offering proceeds |
$250,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a
U.S.-based trust account at with Continental Stock Transfer & Trust Company acting as
trustee |
Approximately $212,625,000 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. |
| Investment of net proceeds |
$250,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. |
Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. |
| Receipt of interest on escrowed funds |
Interest on proceeds from the trust account to be paid to shareholders is reduced by (1) any taxes paid or payable and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. |
Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. |
| Limitation on fair value or net assets of target business |
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 underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. Notwithstanding the foregoing, if we are not then listed on Nasdaq for |
The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
| |
Terms
of Our Offering
|
Terms
Under a Rule 419 Offering
|
| |
whatever reason, we would no longer be required to meet the foregoing 80% fair market value test. |
|
| Trading of securities issued |
The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants
constituting the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse
Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current
Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We
will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter’s 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 underwriter’s over-allotment
option |
No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. |
| Exercise of the warrants |
The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. |
The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. |
| Election to remain an investor |
We will provide our public shareholders with the opportunity to redeem their public shares for cash 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 completion 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 applicable law or stock exchange rules to hold a shareholder vote. If we are not required by applicable law or stock exchange rules 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 |
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 |
| |
Terms
of Our Offering
|
Terms
Under a Rule 419 Offering
|
| |
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 we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. 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. |
number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. |
| Business combination deadline |
If we are unable to complete an initial business combination within 24 months from the closing of this offering, 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 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 |
If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. |
| |
Terms
of Our Offering
|
Terms
Under a Rule 419 Offering
|
| |
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. |
|
| Release of funds |
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 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) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to 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 24 months from the closing of this offering, subject to applicable law. |
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. |
| Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote |
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 |
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. |
| |
Terms
of Our Offering
|
Terms
Under a Rule 419 Offering
|
| |
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 Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. 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 |
|
| Tendering share certificates in connection with a tender offer or redemption rights |
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 documents or proxy materials 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. 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. |
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. |
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 placement 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.
Conflicts of Interest
All of our executive officers and certain of our 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.
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) $10.00 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 underwriter 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 1114 6th
Ave, 41st Floor New York, New York, 10036. The cost for the space is included in the up to $20,000 monthly fee that we will pay
our sponsor for office space, administrative and support services. We consider our current office space adequate for our current
operations.
Employees
We currently have four executive officers and do not intend
to have any full-time employees prior to the completion of our initial business combination. Members of our management team are
not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem
necessary to our affairs
until we have completed our initial business combination. The
amount of time that any such person will devote in any time period 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 prescribed time frame. 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, 2020 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.
Prior to the effectiveness of the registration statement of
which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our
securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under
the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange
Act prior or subsequent to the completion of our initial business combination.
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
Directors, Director Nominees and Executive Officers
Name
|
Age
|
Title
|
| Scott Gordon |
57 |
Chief Executive Officer and Chairman |
| William Healy |
56 |
President and Director |
| Gregory M. Gentile |
42 |
Chief Financial Officer |
| Mohammed Grimeh |
52 |
Chief Operating Officer |
| Orrin Devinsky |
62 |
Director Nominee |
| Richard M. Goldman |
58 |
Director Nominee |
| Kenneth H. Landis |
68 |
Director Nominee |
Our directors, director nominees and executive officers are
as follows:
Scott Gordon has been the Chairman of our board
of directors and has served as our Chief Executive Officer since our inception. Since 2016, Mr. Gordon has been the co-founder
and Chairman of Egg Rock Holdings, parent company of the Papa & Barkley family of cannabis products with related subsidiary
assets in manufacturing, processing, and logistics. Egg Rock Holdings also is the parent company of Papa & Barkley Essentials,
a hemp-derived CBD business based in Colorado. From 2016 to 2018, Mr. Gordon was also President of Fintech Advisory Inc., investment
manager for a multibillion dollar family office fund focused on long-term and opportunistic investments in emerging markets. From
late 2013 to 2016, Mr. Gordon served as a Portfolio Manager at Taconic Capital Advisors, a multi-strategy investment firm. Prior
to joining Taconic, Mr. Gordon was a Partner and Portfolio Manager at Caxton Associates from 2009 to 2012. He was also a Senior
Managing Director and Head of Emerging Markets at Marathon Asset Management from 2007 to 2009. Earlier in his career, Mr. Gordon
held leadership positions at Bank of America and ING Capital. Mr. Gordon was a founding member of the Emerging Markets business
at JP Morgan where he worked upon graduating from Bowdoin College in 1983. We believe Mr. Gordon’s experience in emerging
markets and in the cannabis sector make him well qualified to serve as a member of our board of directors.
William Healy has been a member of our board of
directors and has served as our President since our inception. Since 1986, Mr. Healy has advised and covered institutional clients
in a variety of roles spanning corporate finance, investment management, and investment banking in London, Brazil, and New York.
From 2018 to May 2019, he was President of Pantera Capital Management, an investment management company. From 1998 to 2016, Mr.
Healy managed several hedge fund and private equity dedicated institutional sales teams at Deutsche Bank and the firm’s wealth
and asset management division. He began his career with The Chase Manhattan Bank based in London, Brazil, and New York where he
advised multinational corporations on cross-border funding of their Latin America-domiciled operations. From 1993 to 1998, he formed
and managed the ING Barings emerging markets institutional debt sales team where he covered clients and often traveled to Latin
America, Europe, and Asia to structure, price, and pre-market many of the firm’s capital markets transactions. Mr. Healy
received a BA, International Business from The George Washington University, Washington DC. He is multi-lingual (English, Spanish,
and Portuguese) and a Chartered Alternative Investment Analyst Association (CAIA) member. We believe Mr. Healy’s experience
as an investment professional make him well qualified to serve as a member of our board of directors.
Gregory M. Gentile has served as our Chief Financial
Officer since our inception. From 2010 to 2018, Mr. Gentile was Chief Executive Officer of GMG Investment Advisors, LLC, an investment
management company. From 2008 to 2009, Mr. Gentile served as Managing Director of Barclays Capital, an investment bank. Prior to
joining Barclays Capital, Mr. Gentile was a Managing Director at Lehman Brothers, where he was employed from 1997 until 2008. Mr.
Gentile received a bachelor’s degree in management from the Massachusetts Institute of Technology, where he graduated in
1997.
Mohammed Grimeh has served as our Chief Operating
Officer since our inception. From 2016 to 2018, Mr. Grimeh was deputy Global Head Fixed Income at Millennium Management, a global
Alternative Asset Manager based in New York. From 2009 to 2016, Mr. Grimeh was Managing Director and head of Global Markets for
Standard Chartered Bank, Americas. From 1998 to 2008, Mr. Grimeh was at Lehman Brothers where he held various roles including managing
director and global head Emerging Markets. Prior to that, he was a Managing Director at ING
Barings from 1993 to 1998. He started his career at Societe
Generale, a French Bank in 1990 and moved in 1992 to London to join Westpac banking Corporation. Mr. Grimeh graduated from Ecole
Centrale in Paris in 1990.
Orrin Devinsky will be appointed as a member
of our board of directors in connection with this offering. Since 1989, Dr. Devinsky has directed the NYU Langone Comprehensive
Epilepsy Center and is a Professor of Neurology, Neuroscience, Psychiatry and Neurosurgery at the NYU School of Medicine. From
2013 to 2018, Dr. Devinsky served as a lead investigator for the GW Pharma trials of EPIDIOLEX in childhood-onset severe epilepsies;
since 2016, Dr. Devinsky has served as the Chair of the Medical Advisory Board for Tilray, a pharmaceutical and cannabis company,
and on the Scientific Advisory Board for Papa & Barkley, a cannabis products company with related subsidiary assets in manufacturing,
processing and logistics; since 2017, Dr. Devinsky has served on the Business and Scientific Advisory Boards of Tevard, a company
developing gene therapy platforms to target rare diseases with high unmet need, and on the Business and Scientific Advisory Boards
of Engage Therapeutics, a biopharmaceutical company developing a new rescue therapy for people who experience uncontrolled epileptic
seizures; since 2018, Dr. Devinsky has served as the Chief Medical Officer for Receptor Life Sciences, a cannabinoid medicine
drug development company. Dr. Devinsky received an MS from Yale University in 1977, a BS from Yale College in 1978 and a MD from
Harvard Medical School in 1982. We believe Dr. Devinsky's experience in medicine, cannabinoid science and companies, therapeutics
and drug development make him well qualified to serve as a director.
Richard M. Goldman will be appointed as a
member of our board of directors in connection with this offering. Since 2012, Mr. Goldman has been the Managing Member of Becket
Capital, LLC, an advisory services firm for investment management companies; from 2011 to 2012, Mr. Goldman served as Chief Operating
Officer of Guggenheim Investments, the global asset management and investment advisory division of Guggenheim Partners; prior
to joining Guggenheim Investments, from 2007 to 2012, Mr. Goldman was the Chief Executive Officer of Rydex Investments, the investment
advisor to Rydex Funds. Since 2016, Mr. Goldman has served as Independent Director for the O'Shares Investments ETF Trust; since
2017, Mr. Goldman has served as the Independent Chairman of the Board of the Harvest Volatility Edge Trust, the entity responsible
for the Harvest Edge mutual funds, and on the Board of Directors of Trinitas Capital Management, a credit-focused investment management
firm; since 2018, Mr. Goldman has served as Lead Independent Director for the Axonic Alternative Income Interval Fund. Mr. Goldman
received a bachelor's degree from Bowdoin College in 1983. We believe Mr. Goldman's experience in the investment management business
make him well qualified to serve as a director.
Kenneth H. Landis will be appointed as
a member of our board of directors in connection with this offering. Since 2000, Mr. Landis has been the CEO of Landis
Capital, LLC, a provider of capital for seed, early stage and later stage venture investments in consumer products, ecommerce
and enterprise companies. Previously, he served as Cofounder and a member of the Board of Directors of Bobbi Brown Cosmetics,
CEO of Benetton Cosmetics Corp, Senior Vice President of Alfin, Inc., a manufacturer and distributer of cosmetics products,
and Treasurer of IMS Health, Inc., a provider of information, services and technology for the healthcare industry. Mr.
Landis began his career at Arthur Andersen and Co. and was formerly a Certified Public Accountant. He currently serves on
the Board of Directors of several early stage private companies and as a Trustee of Suffield Academy. Mr. Landis obtained a
BS in Economics degree from the University of Pennsylvania in 1972 and an MBA from New York University in 1973. We believe
that Mr. Landis’ extensive managerial, financial and accounting experience makes him well qualified to serve as a
member of our board of directors.
In addition to our directors, director nominees and executive
officers, the following individual will be advising us in making our initial business combination:
Rob Josephson has served as an investment consultant
since our inception. From October 2017 to present Mr. Josephson has acted as CEO of Seed Capital, a merchant bank. From January
2014 to October 2017 Mr. Josephson acted as financial consultant to various companies in the Cannabis industry including, Cronos
Group, WeedMd, Lord Jones, Lune Rouge, and DNA Genetics. Mr. Josephson holds a Bachelor of Arts degree from the University of Western
Ontario, where he graduated in 1985.
Number, Terms of Office and Election 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. Our board of directors is divided
into two classes with only one class of directors being elected in each year and each (except for those directors appointed prior
to our first annual meeting of shareholders) serving a two-year term. The term of office of the first class of directors will expire
at our first annual meeting of shareholders and the term of office of the second class of directors will expire at our second annual
meeting of shareholders. We may not hold an annual meeting of shareholders until after we consummate our initial business combination
(unless required by Nasdaq). 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 ordinary shares (or, prior to our initial business combination, holders of our founder shares).
Our officers are elected 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, a Chief
Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries,
a 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 Orrin Devinsky, Richard
Goldman and Kenneth Landis are “independent directors” as defined in the Nasdaq listing standards and applicable
SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Officer and Director Compensation
None of our officers or directors have received or,
prior to our initial business combination, will receive any cash compensation for services rendered to us. We will pay our
sponsor up to $20,000 per month for office space, administrative and support services. 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. In connection with closing of this offering, our sponsor intends to grant sponsor LLC equity interests to
our independent director nominees that collectively comprise approximately 1% of the outstanding equity interests in our
sponsor. 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.
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 compensation from the combined
company. All compensation 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, because the directors of the post-combination business will be responsible for
determining executive officer and director compensation. Any compensation to be paid to our
officers after the completion of our initial business combination
will be determined by a compensation committee constituted solely by independent directors.
We are not party to any agreements with our executive officers
and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting
arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe
that the ability of our management to remain with us after the completion of our initial business combination should be a determining
factor in our decision to proceed with any potential business combination.
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. We do not intend
to rely on the phase-in schedules set forth in Nasdaq listing rule 5615(b)(1).
Audit Committee
Upon the effectiveness of the registration statement of
which this prospectus forms a part, we will establish an audit committee of the board of directors. The members of our audit committee
will be Orrin Devinsky, Richard Goldman and Kenneth Landis. Kenneth Landis will serve as chairman of the audit committee.
Each member of the audit committee is financially literate
and our board of directors has determined that Kenneth Landis 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:
| · | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements,
(3) our independent auditor’s qualifications and independence and (4) the performance of our internal audit function and
independent auditors; |
| · | 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; |
| · | 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; |
| · | reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their
continued independence; |
| · | setting clear hiring policies for employees or former employees of the independent auditors; |
| · | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
| · | obtaining
and reviewing a report, at least annually, from the independent auditors describing (1)
the independent auditor’s internal quality-control procedures and (2) 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; |
| · | 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”; |
| · | 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 |
| · | 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. |
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. The members of our Compensation
Committee will be Orrin Devinsky, Richard Goldman and Kenneth Landis. Richard Goldman will serve as chairman of the compensation
committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility of the compensation
committee, including:
| · | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s
compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining
and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
| |
· |
reviewing and making recommendations to our board of directors
with respect to the compensation and any incentive-compensation and equity-based plans that are subject to board approval
of all of our other officers; |
| · | reviewing our executive compensation policies and plans; |
| · | implementing
and administering our incentive compensation equity-based remuneration plans; |
| · | assisting management in complying with our proxy statement and annual report disclosure requirements; |
| · | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers
and employees; |
| · | producing a report on executive compensation to be included in our annual proxy statement; and |
| · | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
The charter will also provide that the compensation committee
may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent 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.
Nominating Committee
Upon the effectiveness of the registration statement of
which this prospectus forms a part, we will establish a nominating committee of the board of directors. The members of our nominating
committee will be Orrin Devinsky, Richard Goldman and Kenneth Landis. Orrin Devinsky will serve as chair of the nominating committee.
We will adopt a nominating committee charter, which will detail the purpose and responsibilities of the nominating committee,
including:
| · | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the
board, and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders
or to fill vacancies on the board of directors; |
| · | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
| · | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and
management in the governance of the company; and |
| · | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
The charter will also provide that the nominating committee
may, in their sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates,
and will be directly responsible for approving the search firm’s fees and other retention terms.
We have not formally established any specific, minimum qualifications
that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for
director, the board of directors considers educational background, diversity of professional experience, knowledge of our business,
integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Compensation Committee Interlocks and Insider 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.
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
All of our executive officers and certain of our 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:
| · | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
| · | duty to exercise authority for the purpose for which it is conferred; |
| · | duty to not improperly fetter the exercise of future discretion; |
| · | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal
interests; and |
| · | duty to exercise independent judgment. |
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 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.
Potential investors should also be aware of the following potential
conflicts of interest:
| · | 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. |
| · | 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.” |
| · | Our initial shareholders have agreed to waive their redemption rights with respect to their founder 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 have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate
our initial business combination within 24 months after the closing of this offering. 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 prescribed time frame. If we do not complete our initial business combination within such applicable time period, the
proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public
shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not
be transferable, assignable or salable by our initial shareholders until the earlier of (1) one year after the completion of our
initial business combination and (2) 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. Notwithstanding the foregoing, if the last reported sale
price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights
issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. With
certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants, 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. |
| · | 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. |
| · | 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. |
The conflicts described above may not be resolved in our favor.
Accordingly, as a result of multiple business affiliations,
our officers and directors have similar legal obligations relating to presenting business opportunities meeting the above-listed
criteria to multiple entities. Below is a table summarizing the entities to which our officers, directors and director nominees
currently have fiduciary duties or contractual obligations:
Individual
|
Entity
|
Entity’s
Business
|
Affiliation
|
| Scott Gordon |
Egg Rock Holdings (including subsidiaries operating the Papa & Barkley business line) |
Cannabis products, manufacturing, processing, and logistics; hemp-derived CBD |
Co-founder and Chairman |
| |
Silver Spike Capital |
Asset management fund focused on cannabis and related health & wellness industries |
Manager, CEO |
| William Healy |
Silver Spike Capital |
Asset management fund focused on cannabis and related health & wellness industries |
Manager |
| Greg Gentile |
Silver Spike Capital |
Asset management fund focused on cannabis and related health & wellness industries |
Manager, CFO |
| Mohammed Grimeh |
Silver Spike Capital |
Asset management fund focused on cannabis and related health & wellness industries |
Manager, COO |
| Orrin Devinsky |
NYU
Langone Comprehensive Epilepsy Center |
Medical
center |
Director |
| |
NYU School
of Medicine |
Medical
school |
Professor
of Neurology, Neuroscience, Psychiatry and Neurosurgery |
| |
Tilray |
Pharmaceutical
and cannabis |
Chair of
the Medical Advisory Board |
| |
Papa &
Barkley |
Cannabis
products, manufacturing, processing, and logistics; hemp-derived CBD |
Member
of the Scientific Advisory Board |
| |
Tevard |
Genetic therapy |
Member
of the Business and Scientific Advisory Boards |
| |
Engage Therapeutics |
Biopharmaceutical |
Member
of the Business and Scientific Advisory Boards |
| |
Receptor
Life Sciences |
Cannabinoid
medicine drug development |
Chief Medical
Officer |
| |
Empatica |
Seizure
detection watch |
Member
of the Scientific Advisory Board |
| |
RETTCO |
Genetic
therapy |
Member
of the Scientific Advisory Board |
| |
Qstate
Biosciences |
Genetic
therapy |
Member
of the Scientific Advisory Board |
| Richard
Goldman |
Becket
Capital, LLC |
Advisory
services firm for investment management companies |
Managing
Member |
| |
O’Shares
Investments ETF Trust |
Exchange-traded
investment fund |
Independent
Director |
| |
Harvest
Volatility Edge Trust |
Mutual fund
investment trust |
Independent
Chairman of the Board |
| |
Trinitas
Capital Management |
Investment
management firm |
Member
of Board of Directors |
| |
Axonic Alternative
Income Interval Fund |
Mutual fund |
Lead Independent
Director |
| Kenneth
H. Landis |
Landis
Capital, LLC |
Venture
capital |
Chief
Executive Officer |
| |
Suffield
Academy |
Preparatory
school |
Trustee |
|
TULA
Life, INC |
Cosmetics |
Member
of Board of Directors |
| |
AllWork,
Inc. |
Human
resources technology |
Member
of Board of Directors |
Accordingly, if any of the above officers or directors become
aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current
fiduciary or contractual obligations, he or she may need to honor his or her fiduciary or contractual obligations to present such
business combination opportunity to such entity, and only present it to us if such entity chooses not to pursue the opportunity,
subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that any of the foregoing fiduciary duties
or contractual obligations will materially affect our ability to complete our initial business combination.
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 have agreed, pursuant to the terms of a letter agreement entered
into with us, to vote their founder shares (and their permitted transferees will agree) and any public shares held by them in favor
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.
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 have agreed to waive any right, title,
interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or
claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek
recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be
satisfied by us if 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 and 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 ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A ordinary
shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:
| · | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
| · | each of our officers, directors and director nominees; and |
| · | all our officers, directors and director nominees as a group. |
Unless otherwise indicated, we believe that all persons named
in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following
table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within
60 days of the date of this prospectus.
The post-offering ownership percentage column below assumes
that the underwriter does not exercise its over-allotment option, that our sponsor forfeits 937,500 founder shares and that there
are 31,250,000 ordinary shares issued and outstanding after this offering.
| | |
| |
Approximate Percentage of
Issued and Outstanding Ordinary Shares |
| Name and Address of Beneficial Owner(1) | |
Number of
Class A Shares
Beneficially Owned(2) | |
Before Offering | |
After Offering |
| Silver Spike Sponsor, LLC | |
| 7,187,500 | (3) | |
| 100 | % | |
| 20 | % |
| Scott Gordon | |
| - | | |
| - | | |
| - | |
| William Healy | |
| - | | |
| - | | |
| - | |
| Gregory Gentile | |
| - | | |
| - | | |
| - | |
| Mohammed Grimeh | |
| - | | |
| - | | |
| - | |
| Orrin Devinsky | |
| - | | |
| - | | |
| - | |
| Richard Goldman | |
| - | | |
| - | | |
| - | |
| Kenneth Landis | |
| - | | |
| - | | |
| - | |
| All directors, director nominees and officers as a group (seven individuals) | |
| - | | |
| - | | |
| - | |
| (1) | Unless otherwise noted, the business address of each of the following entities or individuals is 1114 6th Ave, 41st Floor,
New York, New York, 10036, United States of America. |
| (2) | Interests shown consist solely of founder 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—Founder Shares.” |
| (3) | Our
executive officers are the four managers of our sponsor's board of managers. Any action
by our sponsor with respect to our company or the founders shares, including voting and
dispositive decisions, requires a majority vote of the managers of the board of managers.
Under the so-called “rule of three,” because voting and dispositive decisions
are made by a majority of our sponsor's managers, none of the managers of our sponsor
is deemed to be a beneficial owner of our sponsor's securities, even those in which he
holds a pecuniary interest. Accordingly, none of our executive officers is deemed to
have or share beneficial ownership of the founders shares held by our sponsor.
|
Immediately after this offering, our initial shareholders will
beneficially own 20.0% of the then issued and outstanding ordinary shares (assuming our initial shareholders do not purchase any
other units in this offering). Prior to our initial business combination, only holders of our founder shares will have the right
to vote on the election of
directors, and holders of a majority of our founder shares may
remove a member of the board of directors for any reason. 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 founder shares immediately prior to the consummation of this offering in such amount as to maintain
the number of founder shares at 20% of our issued and outstanding ordinary shares upon the consummation of this offering.
Our sponsor has committed, pursuant to a written agreement,
to purchase an aggregate of 7,000,000 (or 7,750,000 if the underwriter’s over-allotment option is exercised in full) private
placement warrants at a price of $1.00 per warrant ($7,000,000 in the aggregate or $7,750,000 in the aggregate if the underwriter’s
over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering.
Each private placement warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject
to adjustment as provided herein. The purchase price of the private placement warrants will be added to the proceeds from this
offering to be held in the trust account. If we do not complete our initial business combination within 24 months from the closing
of this offering, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the
redemption of our public shares, and the private placement warrants will expire worthless. The private placement warrants are
subject to the transfer restrictions described below. The private placement warrants will not be redeemable by us so long as they
are held by our sponsor or its permitted transferees. If the private placement warrants are held by holders other than our sponsor
or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same
basis as the warrants included in the units being sold in this offering. Otherwise, the private placement warrants have terms
and provisions that are identical to those of the warrants being sold as part of the units in this offering.
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 Founder Shares and Private Placement Warrants
The founder shares, private placement warrants and any Class
A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions
in the letter agreement with us to be entered into by our initial shareholders. Those lock-up provisions provide that such securities
are not transferable or salable (1) in the case of the founder shares, until the earlier of (A) one year after the completion
of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price
of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances,
subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination, or (y) the date 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 shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property,
and (2) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, until
30 days after the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates
or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (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 Delaware or our sponsor’s
limited liability company agreement, as amended, upon dissolution 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) and (g) these permitted transferees
must enter into a written agreement agreeing to be bound by these transfer restrictions.
Registration Rights
The holders of the founder shares, private placement
warrants and any warrants that may be issued on conversion of working capital loans (and any ordinary shares issuable upon
the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon
conversion of the founder 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 three demands, excluding short form registration demands, that we register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to our completion of our initial business combination 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, which occurs (1) in the case of the founder shares, on the earlier of (A) one
year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if
the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the
date 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, and (2) in the case of the private
placement warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of
our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.
Certain
Relationships and Related Party Transactions
In June 2019, our sponsor purchased 7,187,500 founder
shares for an aggregate purchase price of $25,000, or $0.004 per share (assuming the over-allotment option is not exercised
and the forfeiture by our sponsor of 937,500 founder shares). In connection with closing of this offering, our sponsor
intends to grant sponsor LLC equity interests to our independent director nominees that collectively comprise approximately
1% of the outstanding equity interests in our sponsor. Our initial shareholders will collectively own 20% of our issued and
outstanding shares after this offering (assuming our initial shareholders do not purchase any other units in this offering).
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 founder shares immediately prior to the consummation of this
offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding ordinary shares upon
the consummation of this offering.
Our sponsor has committed, pursuant to a written agreement,
to purchase an aggregate of 7,000,000 (or 7,750,000 if the underwriter’s over-allotment option is exercised in full) private
placement warrants for a purchase price of $1.00 per warrant in a private placement that will occur simultaneously with the closing
of this offering. Each private placement warrant may be exercised for one Class A ordinary share at a price of $11.50 per share,
subject to adjustment as provided herein. The private placement warrants (including the Class A ordinary shares issuable upon
exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by
it until 30 days after the completion of our initial business combination.
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, he or she may be required
to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.
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.
We will enter into an Administrative Services
Agreement pursuant to which we will pay our sponsor up to $20,000 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, in the event the consummation of our initial business combination takes the maximum 24 months, our sponsor
will be paid an aggregate of up to $480,000 ($20,000) per month for office space, administrative and support services and
will be entitled to be reimbursed for any out-of-pocket expenses.
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 $250,000 under an
unsecured promissory note to be used for a portion of the expenses of this offering. As of June 30, 2019, we had borrowed $68,625
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 January 31, 2020 or the closing of this offering. These loans will be repaid
upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering
expenses (other than underwriting commissions) not held in the trust account. The value of our sponsor’s interest in this
loan transaction corresponds to the principal amount 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. Any such loans may be repaid only from funds held outside the
trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans
may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to
the private placement warrants issued to our sponsor. The terms of such loans, 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 shareholder 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 have entered into a registration rights agreement with respect
to the founder shares, private placement warrants and warrants issued upon conversion of working capital loans (if any), which
is described under the heading “Principal Shareholders—Registration Rights.”
Related Party Policy
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 our
Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, 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.
In addition, 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 placement warrants held in the trust account
prior to the completion of our initial business combination:
| · | Repayment
of an aggregate of up to $250,000 in loans that may be made to us by our sponsor to cover
offering-related and organizational expenses (as of June 30, 2019, we had borrowed $68,625
from our sponsor); |
| · | Payment
to our sponsor of up to $20,000 per month for office space, administrative and support
services; |
| · | Reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an
initial business combination; and |
| · | 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 convertible into warrants,
at a price of $1.00 per warrant at the option of the lender. |
The above payments may be funded using the net proceeds of this
offering and the sale of the private placement warrants 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.
Description
of Securities
We are a Cayman Islands exempted company (company number 352066)
and our affairs will be governed by our amended and restated memorandum and articles of association, the Companies Law 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 ordinary shares, including 200,000,000 Class A ordinary shares,
$0.0001 par value each, and 20,000,000 Class B ordinary shares, par value $0.0001 per share, as well as 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 redeemable 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 the company’s Class A ordinary shares. This
means only a whole warrant may be exercised at any given time by a warrant holder.
The Class A ordinary shares and warrants constituting the units
will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC informs
us of its 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.
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 which includes an audited balance sheet of
the Company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form
8-K promptly after the closing of this offering which will include this audited balance sheet. If the underwriter’s 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 underwriter’s over-allotment option.
Ordinary Shares
Prior to the date of this prospectus, there were 7,187,500 Class
B ordinary shares issued and outstanding, all of which were held of record by our sponsor, so that our sponsor will own 20% of
our issued and outstanding shares after this offering (assuming our initial shareholder does not purchase any units in this offering).
Our sponsor will forfeit up to 937,500 Class B ordinary shares depending on the extent to which the underwriter’s over-allotment
is not exercised. Upon the closing of this offering, 31,250,000 ordinary shares will be issued and outstanding (assuming no exercise
of the underwriter’s over-allotment option and forfeiture of 937,500 Class B ordinary shares by our sponsor) including:
| · | 25,000,000 Class A ordinary shares underlying the units being offered in this offering; and |
| · | 6,250,000 Class B ordinary shares held by our initial shareholders. |
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 founder
shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20%
of our issued and outstanding ordinary shares upon the consummation of this offering.
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 election 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 Law, 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 such 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 elected for a term of two years. There is no cumulative voting with respect to the election of directors,
with the result that the holders of more than 50% of the founder shares voted for the election of directors can elect 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 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 Nasdaq. There
is no requirement under the Companies Law for us to hold annual or general meetings to elect directors. Until we hold an annual
general meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.
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 $10.00 per public share. The per-share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the
underwriter. 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 have entered into
a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder
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. Permitted transferees of our initial shareholders, officers or directors will be subject to the same obligations.
Unlike many blank check companies that hold shareholder votes
and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of
public shares for cash upon completion of such initial business combinations even when a vote is not required by applicable law
or stock exchange listing requirements, if a shareholder vote is not required by applicable law or stock exchange listing requirements
and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum
and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents
with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association
will require these tender offer documents to contain substantially the same financial and other information about the initial business
combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of
the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval
for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to
the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an
ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend
and vote at a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or any of
their affiliates in privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of
our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against
such business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval
of our initial business combination once a quorum is obtained. We intend to give not less than 10 days nor more than 60 days prior
written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These
quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate
our initial business combination.
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 such shareholders could suffer a material loss in their investment if they sell
such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to
the Excess Shares if we complete the business combination. As a result, such shareholders will continue to hold that number of
shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially
at a loss.
If we seek shareholder approval in connection with our initial
business combination, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms
of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our initial
business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 9,375,001, or 37.5%,
of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all issued and outstanding
shares are voted and the 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 have also entered
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 24 months from the closing of this offering,
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 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 have entered into a letter agreement
with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect
to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering.
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 such public shares if we fail to complete our initial business combination within the prescribed
time period.
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.
Founder Shares
The founder 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 founder shares
have the same shareholder rights as public shareholders, except that: (1) prior to our initial business combination, only holders
of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove
a member of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions, as described
in more detail below; (3) our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed
to waive: (x) their redemption rights with respect to their founder shares and any public shares held by them 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) their redemption rights with respect to their founder shares and
any public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do
not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other
provision relating to shareholders’ rights or pre-initial business combination activity; and (z) their rights to liquidating
distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination
within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust
account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed
time frame); (4) the founder shares will automatically convert into our Class A ordinary shares as described below and (5) the
founder shares are entitled to registration rights. In addition, our directors and officers have also entered into the letter agreement
with respect to public shares acquired by them, if any.
The founder 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 founder 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 any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller
in our initial business combination and any private placement warrants issued to our sponsor, an affiliate of our sponsor or any
of our officers or directors.
With certain limited exceptions, the founder 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 the earlier of (A) one year after the completion of our initial
business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of the ordinary
shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our
initial business combination, or (y) the date 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. Up to 937,500 founder
shares will be forfeited for no consideration by our sponsor depending on the exercise of the over-allotment option.
Register of Members
Under Cayman Islands law, we must keep a register of members
and there shall be entered therein:
| · | the names and addresses of the members and 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; |
| · | the date on which the name of any person was entered on the register as a member; and |
| · | the date on which any person ceased to be a member. |
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
on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order
that the register of members maintained by a company should be rectified where it considers that the register of members does not
reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect
of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
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
Public Shareholders’ Redeemable Warrants
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 on
the later of 12 months from the closing of this offering and 30 days after the completion of our initial business combination,
provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class
A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares
are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the
holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares.
This means only a whole warrant may be exercised at a 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 warrants will expire five years after the completion of our initial business combination,
at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any Class A ordinary shares
pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement
under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective
and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration.
No public warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders
seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or
qualified under the securities laws of the state of the exercising
holder, or an exemption is available. 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 will not be entitled to exercise such warrant and such warrant may have no
value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser
of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying
such unit.
We are not registering the Class A ordinary shares issuable
upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15
business days, after the closing of our initial business combination, we will use our reasonable best efforts to file with the
SEC and have an effective registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares
issuable upon exercise of the warrants, and we will use our reasonable best efforts to cause the same to become effective within
60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant
agreement. Notwithstanding the above, if our Class A ordinary shares are, at the time of any exercise of a warrant, not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to
file or maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable
blue sky laws to the extent an exemption is not available.
Once the warrants become exercisable, we may redeem the warrants
for redemption:
| · | in whole and not in part; |
| · | at a price of $0.01 per warrant; |
| · | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant
holder; and |
| · | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted
for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20
trading days within a 30-trading day period ending on the third trading day prior to the date we send the notice of redemption
to the warrant holders. |
We will not redeem the warrants unless a registration statement
under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective
and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except
if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities
Act. 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.
We have established the last of the redemption criterion discussed
above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price.
If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled
to 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 redemption 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 any holder that wishes to exercise his, her or its warrant to do so on a “cashless
basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management
will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our
shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. If our management
takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their 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 excess of the “fair market value” (defined below) over
the exercise price of the warrants by (y) the fair market value.
The “fair market value” shall mean the average last reported sale price of the Class A ordinary shares for the 10 trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If
our management takes advantage of this option, the notice of redemption will 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” in
such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive
effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise
of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take
advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement
warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required
to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.
A holder of a warrant may notify us in writing in the event
it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that
after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the Class A ordinary
shares issued and outstanding immediately after giving effect to such exercise.
If the number of issued and outstanding ordinary shares is increased
by a capitalization or share dividend payable in ordinary shares, or by a split-up of ordinary shares or other similar event, then,
on the effective date of such share dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise
of each warrant will be increased in proportion to such increase in the issued and outstanding ordinary shares. A rights offering
to holders of ordinary shares entitling holders to purchase ordinary shares at a price less than the fair market value will be
deemed a share dividend of a number of ordinary shares equal to the product of (1) the number of 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 ordinary shares) multiplied by (2) one minus the quotient of (x) the price per ordinary share paid in such rights
offering divided by (y) the fair market value. For these purposes (1) 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 will be taken into
account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (2)
fair market value means the volume weighted average price of Class A ordinary shares as reported during the 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.
In addition, if we, at any time while the warrants are outstanding
and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares
on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described
above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection
with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24
months from the closing of this offering or (ii) with respect to any other provision relating to shareholders’ rights or
pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete
our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective
date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary
share in respect of such event.
If the number of issued and outstanding Class A ordinary shares
is decreased by a consolidation, combination, reverse share split or reclassification of Class A ordinary shares or other similar
event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event,
the number of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in
issued and outstanding Class A ordinary shares.
Whenever the number of Class A ordinary shares purchasable upon
the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant
exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will 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 will be the number of Class A ordinary shares so purchasable immediately thereafter.
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
a Newly Issued 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 or its affiliates, without taking
into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions),
and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) 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
described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued
Price.
In case of any reclassification or reorganization of the issued
and outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A
ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation
or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our
issued and 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 us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will 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 our Class A ordinary shares 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 holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event.
However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets
receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant
will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in
such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made
to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption
rights held by shareholders of the company as provided for in the company’s amended and restated memorandum and articles
of association or as a result of the redemption of Class A ordinary shares by the company if a proposed initial business combination
is presented to the shareholders of the company for approval) under circumstances in which, upon completion of such tender or exchange
offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of
which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under
the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding ordinary shares, the holder of a
warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually
have been entitled as a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or
exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such
tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent
as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable
by the holders of Class A ordinary shares in such a transaction is payable in the form of ordinary shares in the successor entity
that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be
so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises
the warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified
in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement)
of the warrant.
The warrants will be issued in registered form under a
warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which will be filed
as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and
conditions applicable to the warrants. 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 65% of the then
issued and outstanding public warrants to make any change that
adversely affects the interests of the registered holders of public warrants.
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 (or on a cashless
basis, if applicable), 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 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.
No fractional warrants will be issued upon separation of the
units and only whole warrants will trade.
Private Placement Warrants
The private placement warrants (including the Class A ordinary
shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except, among other limited exceptions as described under “Principal
Shareholders—Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons
or entities affiliated with our sponsor) and they will not be redeemable by us so long as they are held by our sponsor or its permitted
transferees. Our sponsor, as well as its permitted transferees, have the option to exercise the private placement warrants on a
cashless basis and will have certain registration rights related to such private placement warrants. Otherwise, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering.
If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement
warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being
sold in this offering.
If holders of the private placement warrants elect to exercise
them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of 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 excess of the “fair market value” (defined below) over the exercise price of the warrants
by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the Class
A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise
is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long
as they are held by our sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated
with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market
will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during
specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot
trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders
who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely in the open market in
order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result,
we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.
Dividends
We have not paid any cash dividends on our ordinary shares to
date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future, except if we increase the size of this offering,
in which case we will effect a capitalization or other appropriate mechanism immediately prior to the consummation of this offering
in such amount as to maintain the number of founder shares at 20% of our issued and outstanding ordinary shares upon the consummation
of this offering. 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.
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 have agreed 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 Law.
The Companies Law 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 Law 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 Law 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 of merger or consolidation must then be authorized by (a) a special resolution (at least a majority of 66 2/3% in value
who attend and vote at a general meeting) of the shareholders of each company; and (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
Law (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: (1) 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; (2) that no petition or other similar proceeding has been
filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions;
(3) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect
of the foreign company, its affairs or its property or any part thereof; and (4) 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; and (5) there is no other reason why it would be against the public interest to permit the merger
or consolidation.
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: (1) 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; (2) 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; and (3) 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.
The Companies Law provides for a right of dissenting shareholders
to be paid a payment of the fair value of his or her shares upon their dissenting to the merger or consolidation in certain circumstances
if they follow a prescribed
procedure. In essence, where such rights apply, that procedure
is as follows: (a) the shareholder must give his or her 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 or
her 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 or her intention to dissent including, among other details, a demand for payment
of the fair value of his or her shares; (d) within seven days following the date of the expiration of the period set out in paragraph
(b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent
company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase
his or her shares at a price that the company determines is the fair value and if the company and the shareholder agrees to the
price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e)
if the company and the shareholder fails to agree to 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 to 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, or in the context of a parent and subsidiary merger.
Moreover, Cayman Islands law also has separate statutory provisions
that facilitate the reconstruction or amalgamation of companies in certain circumstances, such schemes of arrangement will generally
be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands
as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to
a scheme of arrangement (the procedures 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
a meeting, or 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 is satisfied that:
| · | we are not proposing to act illegally or beyond the scope of our corporate authority and we have complied with the statutory
provisions as to majority vote; |
| · | the shareholders have been fairly represented at the meeting in question; |
| · | the arrangement
is such as a business-person would reasonably approve; and |
| · | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would
amount to a “fraud on the minority.” |
If a scheme of arrangement or takeover offer (as described below)
is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be
available to dissenting shareholders of U.S. 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 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. Our Cayman Islands 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 of 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 applied by a court in the Cayman Islands, exceptions to the foregoing principle
apply in circumstances in which:
| · | a company is acting, or proposing to act, illegally or beyond the scope of its authority; |
| · | the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the
number of votes that have actually been obtained; or |
| · | those who control the company are perpetrating a “fraud on the minority.” |
A shareholder may have a direct right of action against us where
the individual rights of that shareholder have been infringed or are about to be infringed.
Enforcement of Civil Liabilities. The Cayman Islands
has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally,
Cayman Islands companies may not have standing to sue before the federal courts of the United States.
We have been advised by our Cayman Islands legal counsel that
the courts of the Cayman Islands are unlikely (1) 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 (2) 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 (meaning our public shareholders have no liability, as members of the Company, for liabilities
of the Company over and above the amount paid for their shares) under the Companies Law. The Companies Law 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:
| · | annual reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly
outside of the Cayman Islands and has complied with the provisions of the Companies Law; |
| · | an exempted company’s register of members is not open to inspection; |
| · | an exempted company does not have to hold an annual general meeting; |
| · | an exempted company may issue negotiable or bearer shares or shares with no par value; |
| · | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually
given for 30 years in the first instance); |
| · | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| · | an exempted company may register as a limited duration company; and |
| · | an exempted company may register as a segregated portfolio company. |
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 (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.
Our initial shareholders, who collectively will beneficially
own 20% of our ordinary shares upon the closing of this offering (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 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:
| · | if we are unable to complete our initial business combination within 24 months from the closing of this offering, 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 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; |
| · | 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 24 months from the closing of this offering or (y) amend the foregoing provisions; |
| · | in the event we enter into a business combination with a target business that is affiliated with our sponsor, our directors
or our officers (which we currently do not intend to do), we, or a committee of independent |
and disinterested directors, will
obtain an opinion from an independent investment banking firm, or from an independent accounting firm, that such a business combination
is fair to our company from a financial point of view;
| · | if a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder
vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the
Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about our initial business combination and the redemption rights as is required
under Regulation 14A of the Exchange Act; |
| · | in the event our units are listed on Nasdaq, our initial business combination must be with one or more operating businesses
or assets with a fair market value equal to 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 agreement to enter into the initial
business combination; |
| · | (x) in the event we enter into a business combination with a target business in the cannabis industry, we must determine
that such target business is compliant with all applicable laws and regulations within the jurisdictions in which they are located
or operate, and (y) we will not invest in, or consummate a business combination with, a target business that we determine
has been operating, or whose business plan is to operate, in violation of U.S. federal laws, including the U.S. Controlled Substances
Act; |
| · | if our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) to modify the
substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination
within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights
or pre-initial 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 |
| · | we will not effectuate our initial business combination with another blank check company or a similar company with nominal
operations. |
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, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial
business combination.
The Companies Law 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. A company’s articles of association may specify that the approval of a higher majority
is required. Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business
plan which are contained in our amended and restated memorandum and articles of association, we view all of these provisions as
binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive any
of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.
Anti-Money Laundering—Cayman Islands
In order to comply with legislation or regulations aimed at
the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures, and may require subscribers
to provide evidence to verify their identity, the identity of their beneficial owners/controllers and source of funds. Where permitted,
and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the
acquisition of due diligence information) to a suitable person.
We reserve the right to request such information as is necessary
to verify the identity of a subscriber. In some cases, the directors may be satisfied that no further information is required since
an exemption applies under the Anti-
Money Laundering Regulations (2018 Revision) of the Cayman Islands,
as amended and revised from time to time (the “Regulations”). Depending on the circumstances of each application, a
detailed verification of identity might not be required where:
| (a) | the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial
institution; |
| (b) | the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of,
a recognized jurisdiction; or |
| (c) | the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or
incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures
undertaken on the underlying investors. |
For the purposes of these exceptions, recognition of a financial
institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference to those jurisdictions
recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.
In the event of delay or failure on the part of the subscriber
in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds
received will be returned without interest to the account from which they were originally debited.
We also reserve the right to refuse to make any payment to a
shareholder if our directors or officers suspect or are advised that the payment to such shareholder may be non-compliant with
applicable anti-money laundering or other laws or regulations, or if such refusal is considered necessary or appropriate to ensure
our compliance with any such laws or regulations in any applicable jurisdiction.
If any person resident in the Cayman Islands knows or suspects
or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism
or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in
the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge
or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2019 Revision)
of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of
constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2018 Revision) of the Cayman Islands,
if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated
as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
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.
Securities Eligible for Future Sale
Immediately after this offering we will have 31,250,000
(or 35,937,500 if the underwriter’s over-allotment option is exercised in full) ordinary shares issued and outstanding.
Of these shares, the 25,000,000 Class A ordinary shares (or 28,750,000 shares if the underwriter’s 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 6,250,000 (or 7,187,500 if the underwriter’s over-allotment option is exercised in full) founder shares and
all 7,000,000 (or 7,750,000 if the underwriter’s over-allotment option is exercised in full) private placement warrants
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
Pursuant to Rule 144, a person who has beneficially owned restricted
shares or warrants for at least six months would be entitled to sell their securities provided that (1) 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 (2) we are subject
to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports
under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports)
preceding the sale.
Persons who have beneficially owned restricted shares or warrants
for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would
be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number
of securities that does not exceed the greater of:
| · | 1% of the
total number of ordinary shares then issued and outstanding, which will equal 312,500
shares immediately after this offering (or 359,375 if the underwriter exercises its over-allotment
option in full); or |
| · | the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing
of a notice on Form 144 with respect to the sale. |
Sales by our affiliates under Rule 144 are also limited by manner
of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies
or Former Shell Companies
Rule 144 is not available for the resale of securities initially
issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously
a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
| · | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
| · | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
| · | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the
preceding 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 |
| · | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company. |
As a result, our initial shareholders will be able to sell their
founder shares and our sponsor will be able to sell its private placement warrants, pursuant to Rule 144 without registration,
one year after we have completed our initial business combination.
Registration Rights
The holders of the founder shares, private placement
warrants and any warrants that may be issued on conversion of working capital loans (and any ordinary shares issuable upon
the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon
conversion of the founder 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 three demands, excluding short form registration demands, that we register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to our completion of our initial business combination 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, which occurs (1) in the case of the founder shares, on the earlier of (A) one
year after the completion of our initial business combination
or (B) subsequent to our initial business combination, (x) if
the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share
dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after our initial business combination, or (y) the date 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, and (2) in the case of the private placement warrants and the respective Class A ordinary
shares underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred
in connection with the filing of any such registration statements.
Listing of Securities
We intend to apply to list our units, Class A ordinary shares
and warrants on Nasdaq under the symbols “SSPKU,” “SSPK” and “SSPKW,”
respectively. We expect that our units will be listed on Nasdaq promptly on or 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 corporation tax. The Cayman Islands currently have no income, corporation 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, has applied for and received an undertaking from the Financial
Secretary of the Cayman Islands in the following form:
The Tax Concessions Law
(2018 Revision)
Undertaking as to Tax Concessions
In accordance with the provision of section 6 of The Tax Concessions
Law (2018 Revision), the Financial Secretary undertakes with Silver Spike Acquisition Corp. (“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;
OR
2.2 by way of the withholding in whole or part, of
any relevant payment as defined in Section 6(3) of the Tax Concessions Law (2018 Revision).
| 3. | These concessions shall be for a period of 30 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-half of one warrant) 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:
| · | financial institutions or financial services entities; |
| · | taxpayers
that are subject to the mark-to-market accounting rules; |
| · | governments or agencies or instrumentalities thereof; |
| · | regulated investment companies; |
| · | real estate investment trusts; |
| · | persons liable for alternative minimum tax; |
| · | expatriates or former long-term residents of the United States; |
| · | persons that actually or constructively own five percent or more of our voting shares or ten percent or more of the total value
of our shares; |
| · | persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive
plans or otherwise as compensation; |
| · | persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar
transaction; or |
| · | U.S. Holders whose functional currency is not the U.S. dollar. |
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 change 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-half of one warrant, a whole one of 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 the one-half of 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-half of 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-half of 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-half of 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. 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-half of 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 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. 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. 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 — Public Shareholders’
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 warrant
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, 2019. 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
2019, and, accordingly, we would not be treated as a PFIC for 2019. The applicability of the startup exception to us will not be
known until after the close of our current taxable year ending December 31, 2019 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, 2019.
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, 2019 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:
| · | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for
the Class A ordinary shares or warrants; |
| · | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess
distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which
we are a PFIC, will be taxed as ordinary income; |
| · | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will
be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
| · | an additional 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. |
In general, if we are determined to be a PFIC, a U.S. Holder
will 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.
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.
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, 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 advisers 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:
| · | a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax
as expatriates); |
| · | a foreign corporation; or |
| · | an estate or trust that is not a U.S. Holder; |
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
Under the terms and subject to the conditions contained
in an underwriting agreement dated the date of this prospectus, we have agreed to sell to the underwriter named below the
following respective numbers of units:
| Underwriter | |
Number of Units |
| Credit Suisse Securities (USA) LLC | |
| | |
| | |
| | |
| Total | |
| 25,000,000 | |
The underwriting agreement provides that the underwriter
is obligated to purchase all the units in this offering if any are purchased, other than those units covered by the over-allotment
option described below.
We have granted to the underwriter a 45-day option to purchase
on a pro rata basis up to 3,750,000 additional units at the initial public offering price, less the underwriting discounts and
commissions. The option may be exercised only to cover any over-allotments of units.
The underwriter proposes to offer the units initially at
the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession
of $ per unit.
The following table summarizes the compensation and estimated
expenses we will pay:
| | |
Per Unit(1) | |
Total(2) |
| | |
Without Over-allotment | |
With Over-Allotment | |
Without Over-allotment | |
With Over-Allotment |
| Underwriting Discounts and Commissions paid by us | |
$ | 0.55 | | |
$ | 0.55 | | |
$ | 13,750,000 | | |
$ | 15,812,500 | |
| (1) | Includes $0.35 per unit, or $8,750,000 (or $10,062,500 if the
over-allotment option is exercised in full) in the aggregate, payable to the underwriter
for deferred underwriting commissions to be placed in a trust account located in the
United States as described herein. The deferred commissions will be released to the underwriter
only on completion of an initial business combination, in an amount equal to $0.35 multiplied
by the number of Class A ordinary shares sold as part of the units in this offering,
as described in this prospectus. |
We estimate that our non-reimbursed out-of-pocket expenses
for this offering will be approximately $1,000,000. We have agreed to pay for the FINRA-related fees and expenses of the underwriter’s
legal counsel, not to exceed $25,000.
The underwriter has informed us that the underwriter does
not intend to make sales to discretionary accounts.
We, our sponsor and our officers and directors have agreed
that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, without the prior written
consent of Credit Suisse Securities (USA) LLC for a period of 180 days after the date of this prospectus, any units, warrants,
ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, ordinary shares; provided, however,
that we may (1) issue and sell the private placement warrants; (2) issue and sell the additional units to cover our underwriter’s
over-allotment option (if any); (3) register with the SEC pursuant to an agreement to be entered into concurrently with the issuance
and sale of the securities in this offering, the resale of the private placement warrants and the ordinary shares issuable upon
exercise of the warrants and the founder shares; and (4) issue securities in connection with our initial business combination.
However, the foregoing shall not apply to the forfeiture of any founder shares pursuant to their terms or any transfer of founder
shares to any current or future independent director of the Company (as long as such current or future independent director is
subject to the terms of the letter agreement, filed herewith, at the time of such transfer; and as long as, to the extent any
Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical
explanation as to the nature of the transfer). Credit Suisse Securities (USA) LLC in its sole discretion may release any of the
securities subject to these lock-up agreements at any time without notice.
Our initial shareholders have agreed not to transfer, assign
or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of
(A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x)
if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share
dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after our initial business combination, or (y) the date 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 (except with respect to permitted transferees as described herein under “Principal
Shareholders—Transfers of Founder Shares and Private Placement Warrants”). Any permitted transferees would be subject
to the same restrictions and other agreements of our initial shareholders with respect to any founder shares.
The private placement warrants (including the Class A ordinary
shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except with respect to permitted transferees as described herein under
“Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”).
We have agreed to indemnify the underwriter against certain
liabilities under the Securities Act, or contribute to payments that the underwriter may be required to make in that respect.
We expect our units to be listed on Nasdaq, under the symbol
“SSPKU” and, once the Class A ordinary shares and warrants begin separate trading,
to have our Class A ordinary shares and warrants listed on Nasdaq under the symbols “SSPK”
and “SSPKW,” respectively.
Prior to this offering, there has been no public market
for our securities. Consequently, the initial public offering price for the units was determined by negotiations between us and
the underwriter.
The determination of our per unit offering price was more arbitrary
than would typically be the case if we were an operating company. Among the factors considered in determining the initial public
offering price were the history and prospects of companies whose principal business is the acquisition of other companies, prior
offerings of those companies, our management, our capital structure, and currently prevailing general conditions in equity securities
markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure
you, however, that the price at which the units, Class A ordinary shares or warrants will sell in the public market after
this offering will not be lower than the initial public offering price or that an active trading market in our units, Class A
ordinary shares or warrants will develop and continue after this offering.
If we do not complete our initial business combination within
the period provided in our amended and restated memorandum and articles of association, the underwriter has agreed that: (1) it
will forfeit any rights or claims to its deferred underwriting discounts and commissions, including any accrued interest thereon,
then in the trust account; and (2) the deferred underwriter’s discounts and commissions will be distributed on a pro rata
basis, together with any accrued interest thereon (which interest shall be net of taxes payable) to the public shareholders.
In connection with this offering, the underwriter may engage
in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with
Regulation M under the Exchange Act.
| |
· |
Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum. |
| |
· |
Over-allotment involves sales by the underwriter of units in
excess of the number of units the underwriter is obligated to purchase, which creates a syndicate short position. The short
position may be either a covered short position or a naked short position. In a covered short position, the number of units
over-allotted by the underwriters is not greater than the number of units that they may purchase in the over-allotment option.
In a naked short position, the number of units involved is greater than the number of units in the over-allotment option.
The underwriter may close out any covered short position by either exercising its over-allotment option and/or purchasing
units in the open market. |
| · | Syndicate covering transactions involve purchases of the units in the open market after the distribution has been
completed in order to cover syndicate short positions. In determining the source of units to close out the short position,
the underwriter will consider, among other things, the price of units available for purchase in the open market as compared
to the price at which they may purchase units through the over-allotment option. If the underwriter sells more units than
could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying units in
the open market. A naked short position is more likely to be created if the underwriter is concerned that there could be
downward pressure on the price of the units in the open market after pricing that could adversely affect investors who
purchase in this offering. |
| · | Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the units originally sold
by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
These stabilizing transactions, syndicate covering transactions
and penalty bids may have the effect of raising or maintaining the market price of our units or preventing or retarding a decline
in the market price of the units. As a result, the price of our units may be higher than the price that might otherwise exist in
the open market. These transactions may be effected on Nasdaq or otherwise and, if commenced, may be discontinued at any time.
We are not under any contractual obligation to engage the
underwriter to provide any services for us after this offering and have no present intent to do so. However, the underwriter may
introduce us to potential target businesses or assist us in raising additional capital in the future. If the underwriter provides
services to us after this offering, we may pay the underwriter fair and reasonable fees that would be determined at that time
in an arm’s length negotiation; provided that no agreement will be entered into with the underwriter and no fees for such
services will be paid to the underwriter prior to the date that is 90 days from the date of this prospectus, unless FINRA determines
that such payment would not be deemed underwriter’s compensation in connection with this offering, and we may pay the underwriter
of this offering or any entity with which they are affiliated, a finder’s fee or other compensation for services rendered
to us in connection with the completion of a business combination.
The underwriter and its affiliates have engaged in, and
may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our
affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their business activities,
the underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities
(or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts
of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates.
The underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views
in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short
positions in such securities and instruments.
A prospectus in electronic format may be made available
on the websites maintained by the underwriter, or selling group members, if any, participating in this offering and the underwriter
participating in this offering may distribute prospectuses electronically. The underwriter may allocate a number of units for
sale to its online brokerage account holders. Internet distributions will be allocated by the underwriter that will make internet
distributions on the same basis as other allocations.
The units are offered for sale in the United States and
other jurisdictions where it is lawful to make such offers.
The underwriter has represented and agreed that it has not
offered, sold or delivered and will not offer, sell or deliver any of the units directly or indirectly, or distribute this prospectus
or any other offering material relating to the units, in or from any jurisdiction except under circumstances that will result
in compliance with the applicable laws and regulations thereof and that will not impose any obligations on us except as set forth
in the underwriting agreement.
European Economic Area
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of our common
shares may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our common
shares may be made at any time under the following exemptions under the Prospectus Directive:
| (a) | to any legal entity which is a qualified investor as defined in the Prospectus Directive; |
| (b) | to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject
to obtaining the prior consent of the Representative for any such offer; or |
| (c) | in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of
our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article
3 of the Prospectus Directive. |
For the purposes of this provision, the expression an “offer
to the public” in relation to our common shares 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 our common shares to be offered so as to enable an investor to decide
to purchase our common shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive
in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended), including by Directive
2010/73/EU, and includes any relevant implementing measure in the Relevant Member State.
This European Economic Area selling restriction is in addition
to any other selling restrictions set out below.
Notice to Investors in the United Kingdom
The underwriter severally represents, warrants and agrees
as follows:
| (a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience
in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and |
| (b) | it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation
to the units in, from or otherwise involving the United Kingdom. |
Notice to Residents of Japan
The underwriter will not offer or sell any of our units
directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly
or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws and regulations of
Japan. For purposes of this paragraph, “Japanese person” means any person resident in Japan, including any corporation
or other entity organized under the laws of Japan.
Notice to Residents of Hong Kong
The underwriter and each of its affiliates have not (1) offered
or sold, and will not offer or sell, in Hong Kong, by means of any document, our units other than (A) to “professional investors”
as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made under that Ordinance or (B) in other
circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap.
32 of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance or (2) issued or had in
its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong
Kong or elsewhere any advertisement, invitation or document relating to our units which is directed at, or the contents of which
are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to our securities which are or are intended to be disposed of only to persons outside Hong Kong
or only to “professional investors” as defined in the Securities and Futures
Ordinance and any rules made under that Ordinance. The contents
of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation
to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.
Notice to Residents of Singapore
This prospectus or any other offering material relating to our
units has not been and will not be registered as a prospectus with the Monetary Authority of Singapore, and the units will be offered
in Singapore pursuant to exemptions under Section 274 and Section 275 of the Securities and Futures Act, Chapter 289 of Singapore
(the “Securities and Futures Act”). Accordingly our units may not be offered or sold, or be the subject of an invitation
for subscription or purchase, nor may this prospectus or any other offering material relating to our units be circulated or distributed,
whether directly or indirectly, to the public or any member of the public in Singapore other than (a) to an institutional investor
or other person specified in Section 274 of the Securities and Futures Act, (b) to a sophisticated investor, and in accordance
with the conditions specified in Section 275 of the Securities and Futures Act or (c) otherwise pursuant to, and in accordance
with the conditions of, any other applicable provision of the Securities and Futures Act.
Notice to Residents of Germany
Each person who is in possession of this prospectus is aware
that no German sales prospectus (Verkaufsprospekt) within the meaning of the Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz,
the “Act”) of the Federal Republic of Germany has been or will be published with respect to our units. In particular,
the underwriter has represented that it has not engaged and has agreed that it will not engage in a public offering (offentliches
Angebot) within the meaning of the Act with respect to any of our units otherwise then in accordance with the Act and all other
applicable legal and regulatory requirements.
Notice to Residents of France
The units are being issued and sold outside the Republic of
France and that, in connection with their initial distribution, it has not offered or sold and will not offer or sell, directly
or indirectly, any units to the public in the Republic of France, and that it has not distributed and will not distribute or cause
to be distributed to the public in the Republic of France this prospectus or any other offering material relating to the units,
and that such offers, sales and distributions have been and will be made in the Republic of France only to qualified investors
(investisseurs qualifiés) in accordance with Article L.411-2 of the Monetary and Financial Code and decrét no. 98-880
dated October 1, 1998.
Notice to Residents of the Netherlands
Our units may not be offered, sold, transferred or delivered
in or from the Netherlands as part of their initial distribution or at any time thereafter, directly or indirectly, other than
to, individuals or legal entities situated in The Netherlands who or which trade or invest in securities in the conduct of a business
or profession (which includes banks, securities intermediaries (including dealers and brokers), insurance companies, pension funds,
collective investment institution, central governments, large international and supranational organizations, other institutional
investors and other parties, including treasury departments of commercial enterprises, which as an ancillary activity regularly
invest in securities; hereinafter, “Professional Investors”); provided that in the offer, prospectus and in any other
documents or advertisements in which a forthcoming offering of our units is publicly announced (whether electronically or otherwise)
in The Netherlands it is stated that such offer is and will be exclusively made to such Professional Investors. Individual or legal
entities who are not Professional Investors may not participate in the offering of our units, and this prospectus or any other
offering material relating to our units may not be considered an offer or the prospect of an offer to sell or exchange our units.
Notice to Prospective Investors in the Cayman Islands
No invitation, whether directly or indirectly, may be made to
the public in the Cayman Islands to subscribe for our securities.
Notice to Canadian Residents
Resale Restrictions
The distribution of units in Canada is being made only in the
provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the requirement that we prepare
and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made. Any
resale of the units in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction,
and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the
applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.
Representations of Canadian Purchasers
By purchasing units in Canada and accepting delivery of a purchase
confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:
| · | the purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus
qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus
Exemptions; |
| · | the purchaser is a “permitted client” as defined in National Instrument 31-103—Registration Requirements,
Exemptions and Ongoing Registrant Obligations; |
| · | where required by law, the purchaser is purchasing as principal and not as agent; and |
| · | the purchaser has reviewed the text above under Resale Restrictions. |
Conflicts of Interest
Canadian purchasers are hereby notified that Credit Suisse Securities
(USA) LLC is relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105—Underwriting
Conflicts from having to provide certain conflict of interest disclosure in this document.
Statutory Rights of Action
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment thereto) such
as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser
within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser of
these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser’s province
or territory for particulars of these rights or consult with a legal advisor.
Enforcement of Legal Rights
All of our directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process
within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located
outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce
a judgment obtained in Canadian courts against us or those persons outside of Canada.
Taxation and Eligibility for Investment
Canadian purchasers of units should consult their own legal
and tax advisors with respect to the tax consequences of an investment in the units in their particular circumstances and about
the eligibility of the units for investment by the purchaser under relevant Canadian legislation.
Legal Matters
Davis Polk & Wardwell 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 will pass upon the validity
of the securities offered in this prospectus with respect to the ordinary shares and matters of Cayman Islands law. In connection
with this offering, Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California, is acting as counsel to the underwriter.
Experts
The financial statements of Silver Spike Acquisition Corp. as
of June 11, 2019 and for the period from June 7, 2019 (inception) through June 11, 2019 appearing in this prospectus have been
audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory
paragraph relating to substantial doubt about the ability of Silver Spike Acquisition Corp. to continue as a going concern as described
in Note 1 to the financial statements), appearing elsewhere in this prospectus, and are included in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.
Where You
Can Find Additional Information
We have filed with the SEC a registration statement on Form
S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain
all of the information included in the registration statement. For further information about us and our securities, you should
refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference
in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include
a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to
the registration statement for copies of the actual contract, agreement or other document.
Upon completion of this offering, we will be subject to the
information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other
information with the SEC. You can read our SEC filings, including the registration statement, over the internet at the SEC’s
website at www.sec.gov.
SILVER SPIKE ACQUISITION CORP.
Index to
Financial Statements
Page
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
F-2 |
| FINANCIAL STATEMENTS: |
|
| BALANCE SHEETS AS OF JUNE 30 , 2019 (UNADUITED) AND JUNE 11, 2019 (AUDITED) |
F-3 |
| STATEMENTS OF OPERATIONS FOR THE PERIOD FROM FROM JUNE 7, 2019 (INCEPTION) THROUGH JUNE 30, 2019 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 7, 2019 (INCEPTION) THROUGH JUNE 11, 2019 (AUDITED) |
F-4 |
| STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY FOR THE PERIOD FROM JUNE 7, 2019 (INCEPTION) THROUGH JUNE 30, 2019 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 7, 2019 (INCEPTION) THROUGH JUNE 11, 2019 (AUDITED) |
F-5 |
| STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 7, 2019 (INCEPTION) THROUGH JUNE 30, 2019 (UNAUDITED) FOR THE PERIOD FROM JUNE 7, 2019 (INCEPTION) THROUGH JUNE 11, 2019 (AUDITED) |
F-6 |
| NOTES TO FINANCIAL STATEMENTS |
F-7 |
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholder and the Board of Directors of
Silver Spike Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Silver Spike
Acquisition Corp. (the “Company”) as of June 11, 2019 and the related statements of operations, changes in shareholder's
equity and cash flows for the period from June 7, 2019 (inception) through June 11, 2019 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 June 11, 2019 and the results of its operations and its cash flows for the period from
June 7, 2019 (inception) through June 11, 2019, in conformity with accounting principles generally accepted in the United States
of America.
Explanatory Paragraph — Going Concern
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's
business plan is dependent on the completion of a financing and the Company's cash and working capital as of June 11, 2019
are not sufficient to complete its planned activities. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 1 and 3 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) (the “PCAOB”) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks
of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis
for our opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Company's auditor since 2019.
New York, NY
June 20, 2019
SILVER
SPIKE ACQUISITION CORP.
BALANCE SHEETS
| | |
June 30, 2019 | |
June 11, 2019 |
| | |
(Unaudited) | |
(Audited) |
| ASSETS | |
| |
|
| Deferred offering costs | |
$ | 315,281 | | |
$ | 32,500 | |
| Total Assets | |
$ | 315,281 | | |
$ | 32,500 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDER'S EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accrued offering costs | |
$ | 226,656 | | |
| — | |
| Promissory note – related party | |
| 68,625 | | |
| 12,500 | |
| Total Current Liabilities | |
| 295,281 | | |
| 12,500 | |
| | |
| | | |
| | |
| Commitments | |
| | | |
| | |
| | |
| | | |
| | |
| Shareholder's Equity | |
| | | |
| | |
| Preference shares, $0.0001 par value; 1,000,000
shares authorized; none issued and outstanding | |
| — | | |
| — | |
| Class A ordinary shares, $0.0001 par value; 200,000,000
shares authorized; none issued and outstanding | |
| — | | |
| — | |
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized;
7,187,500 shares issued and outstanding(1) | |
| 719 | | |
| 719 | |
| Additional paid in capital | |
| 24,281 | | |
| 24,281 | |
| Accumulated deficit | |
| (5,000 | ) | |
| (5,000 | ) |
| Total Shareholder's Equity | |
| 20,000 | | |
| 20,000 | |
| Total Liabilities and Shareholder's Equity | |
$ | 315,281 | | |
$ | 32,500 | |
| (1) | Includes an aggregate of up to 937,500 shares subject to forfeiture
if the over-allotment option is not exercised in full or in part by the underwriter (see
Note 6). |
The accompanying notes are an integral
part of these financial statements.
SILVER
SPIKE ACQUISITION CORP.
STATEMENTS OF OPERATIONS
| | |
For the Period from June
7, 2019 (Inception) through |
| | |
June 30, 2019 | |
June 11, 2019 |
| | |
(Unaudited) | |
(Audited) |
| | |
| |
|
| Formation costs | |
$ | 5,000 | | |
$ | 5,000 | |
| Net
loss | |
$ | (5,000 | ) | |
$ | (5,000 | ) |
| | |
| | | |
| | |
| Weighted average shares outstanding, basic and diluted (1) | |
| 6,250,000 | | |
| 6,250,000 | |
| | |
| | | |
| | |
| Basic and diluted net loss per ordinary share | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| (1) | Excludes an aggregate of up to 937,500 shares subject to forfeiture
if the over-allotment option is not exercised in full or in part by the underwriter (see
Note 6). |
The accompanying notes are an integral
part of these financial statements.
SILVER
SPIKE ACQUISITION CORP.
STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
| | |
Ordinary Shares | |
Additional Paid in | |
Accumulated | |
Total Shareholder's |
| | |
Shares | |
Amount | |
Capital | |
Deficit | |
Equity |
| Balance – June 7, 2019 | |
| — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| Issuance of Class B ordinary shares to Sponsor(1) | |
| 7,187,500 | | |
| 719 | | |
| 24,281 | | |
| — | | |
| 25,000 | |
| Net loss | |
| — | | |
| — | | |
| — | | |
| (5,000 | ) | |
| (5,000 | ) |
| Balance – June 11, 2019 (audited) | |
| 7,187,500 | | |
$ | 719 | | |
$ | 24,281 | | |
$ | (5,000 | ) | |
$ | 20,000 | |
| Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Balance – June 30, 2019 (unaudited) | |
| 7,187,500 | | |
$ | 719 | | |
$ | 24,281 | | |
$ | (5,000 | ) | |
$ | 20,000 | |
| (1) | Includes an aggregate of up to 937,500 shares subject to forfeiture
if the over-allotment option is not exercised in full or in part by the underwriter (see
Note 6). |
The accompanying notes are an integral
part of these financial statements.
SILVER
SPIKE ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
| | |
For the Period from June
7, 2019 (Inception) through |
| | |
June 30, 2019 | |
June 11, 2019 |
| | |
(Unaudited) | |
(Audited0 |
| Cash Flows from Operating Activities: | |
| |
|
| Net loss | |
$ | (5,000 | ) | |
$ | (5,000 | ) |
| Net cash
used in operating activities | |
| (5,000 | ) | |
| (5,000 | ) |
| Cash Flows from Financing Activities: | |
| | | |
| | |
| Proceeds from promissory note – related party | |
| 68,625 | | |
| 12,500 | |
| Payment of offering costs | |
| (63,625 | ) | |
| (7,500 | ) |
| Net cash
provided by financing activities | |
| 5,000 | | |
| 5,000 | |
| Net Change in Cash | |
| — | | |
| — | |
| Cash at the beginning of the period | |
| — | | |
| — | |
| Cash at the end of the period | |
$ | — | | |
$ | — | |
| Non-cash investing and financing activities: | |
| | | |
| | |
| Offering costs included in accrued offering costs | |
$ | 226,656 | | |
$ | — | |
| Deferred offering costs paid directly by Sponsor from proceeds from
issuance of ordinary shares to Sponsor | |
$ | 25,000 | | |
$ | 25,000 | |
The accompanying notes are an integral
part of these financial statements.
SILVER SPIKE
ACQUISITION CORP.
NOTES TO FINANCIAL
STATEMENTS
Note 1 — Organization and plan of business operations
Silver Spike Acquisition Corp. (the “Company”) is
a newly organized blank check company incorporated as a Cayman Islands exempted company on June 7, 2019. The Company was formed
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses (“Business Combination”).
Although the Company is not limited to a particular
industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses
in the cannabis industry that are compliant with all applicable laws and regulations within the jurisdictions in which they
are located or operate and, in particular, the Company will not invest in, or consummate a Business Combination with, a
target business that the Company determines has been operating, or whose business plan is to operate, in violation of U.S.
federal laws, including the U.S. Controlled Substances Act. The Company is an early stage and emerging growth company and, as
such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of June 30, 2019, the Company had not commenced any operations.
All activity for the period from June 7, 2019 (inception) through June 30, 2019 relates to the Company's formation and the proposed
initial public offering (“Proposed Offering”), which is described below. The Company will not generate any operating
revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income
in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December
31 as its fiscal year end.
The Company’s ability to commence operations is contingent
upon obtaining adequate financial resources through a Proposed Offering of 25,000,000 units (the “Units” and, with
respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per unit
(or 28,750,000 Units if the underwriter’s over-allotment option is exercised in full), which is discussed in Note 3 and
the sale of 7,000,000 warrants (or 7,750,000 warrants if the underwriter’s over-allotment option is exercised on full) (the
“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s
sponsor, Silver Spike Sponsor, LLC (the “Sponsor”), that will close simultaneously with the Proposed Offering.
The Company’s management has broad
discretion with respect to the specific application of the net proceeds of the Proposed Offering and sale of the Private Placement
Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
Nasdaq rules provide that the Business Combination must be 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 (as defined below) (excluding any deferred underwriting commissions
and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination.
The Company will only complete a Business Combination if the post-Business Combination 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 business
sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended
(the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business
Combination. Upon the closing of the Proposed Offering, management has agreed that $10.00 per Unit sold in the Proposed Offering,
including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (“Trust Account”)
and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with
a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the
conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of
a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described
below.
The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public
Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the
Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval
of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will
be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share)
as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds
held in the Trust Account and not previously
SILVER SPIKE
ACQUISITION CORP.
NOTES TO FINANCIAL
STATEMENTS
released to the Company to pay its tax obligations. The
per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions
the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a
Business Combination with respect to the Company’s warrants. The Class A ordinary shares will be recorded at redemption
value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with
a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of
at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives
an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority
of the shareholders who attend and vote and a general meeting of the Company. If a shareholder vote is not required and the Company
does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and
Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities
and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as
would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder
approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined
in Note 5) and any Public Shares purchased during or after the Proposed Offering in favor of approving a Business Combination
and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business
Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally,
subject to the immediately succeeding paragraph, each public shareholder may elect to redeem their Public Shares, without voting,
and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
If the Company seeks shareholder approval
of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and
Restated Memorandum and Articles of Association provides 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares
with respect to 15% or more of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed (a) to waive its
redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business
Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial
business combination) and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify
the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete
a Business Combination within 24 months from the closing of the Public Offering or (ii) with respect to any other provision relating
to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment and (c) that the Founder Shares shall
not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor
will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after
the Proposed Offering if the Company fails to complete its Business Combination.
The Company will have until 24 months from the closing of the Proposed Offering (the “Combination
Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination
Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than 10 business days thereafter, redeem 100% of the outstanding 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 (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 outstanding Public
Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each
case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the
Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included
with the funds held in the Trust Account that will be available to fund the redemption
SILVER SPIKE
ACQUISITION CORP.
NOTES TO FINANCIAL
STATEMENTS
of the Public Shares. In the
event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be
less than the Proposed Offering price per Unit ($10.00).
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 (1) $10.00 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 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
the Company’s indemnity of the underwriter of the Proposed Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be
unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target
businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Consideration
At June 30, 2019, the Company had no cash and a working
capital deficiency of $295,281. 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 within one year after the date that the financial statements are issued. Management plans to address this uncertainty
through a Proposed 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 or successful within the Combination Period. The Sponsor has agreed to loan
the Company up to an aggregate amount of $250,000 to be used, in part, for transaction costs incurred in connection with the Proposed
Offering (the “Promissory Note”). As of June 30, 2019, $68,625 was outstanding under the Promissory Note (see Note
5). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements are presented in U.S.
Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant
to the rules and regulations of the SEC.
In the opinion of management, the accompanying
unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair
presentation of the financial position, operating results and cash flows for the period presented. The interim results for the
period from June 7, 2019 (inception) through June 30, 2019 are not necessarily indicative of the results to be expected for the
year ending December 31, 2019 or for any future interim periods.
Emerging growth company
The Company is an “emerging growth company,” as
defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”), and it may take advantage 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 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 revenues and expenses
during the reporting period.
SILVER SPIKE
ACQUISITION CORP.
NOTES TO FINANCIAL
STATEMENTS
Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in
the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those
estimates.
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 June 30, 2019 and June 11, 2019.
Deferred offering costs
Deferred offering costs consist of underwriting, legal, accounting
and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be
charged to shareholder’s equity upon the completion of the Proposed Offering. Should the Proposed Offering prove to be unsuccessful,
these deferred costs, as well as additional expenses incurred, will be charged to operations.
Income taxes
The Company accounts for
income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax
assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and
liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will
not be realized.
ASC 740 also clarifies the accounting for uncertainty in
income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those
benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no
unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2019 and June 11, 2019. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from
its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The Company is considered an exempted Cayman Islands Company,
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 periods presented.
Net loss 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. Weighted
average shares were reduced for the effect of an aggregate of 937,500 ordinary shares that are subject to forfeiture if the over-allotment
option is not exercised by the underwriter (see Note 6). At June 30, 2019 and June 11, 2019, 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 periods presented.
SILVER SPIKE
ACQUISITION CORP.
NOTES TO FINANCIAL
STATEMENTS
Fair value of financial instruments
The fair value of the Company’s assets and liabilities,
which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recently issued accounting standards
Management does not believe that any recently issued, but
not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial
statements.
NOTE 3. PROPOSED OFFERING
Pursuant to the Proposed Offering,
the Company will offer for sale up to 25,000,000 Units (or 28,750,000 Units if the underwriter’s over-allotment option is
exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one-half of
one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class
A ordinary share at an exercise price of $11.50 per whole share (see Note 7).
NOTE 4. PRIVATE PLACEMENT
The Sponsor has committed to purchase
an aggregate of 7,000,000 Private Placement Warrants (or 7,750,000 Private Placement Warrants if the underwriter’s over-allotment
is exercised in full) at a price of $1.00 per Private Placement Warrant from the Company in a private placement that will occur
simultaneously with the closing of the Proposed Offering. The proceeds from the sale of the Private Placement Warrants will be
added to the net proceeds from the Proposed Offering held in the Trust Account. Each Private Placement
Warrant is exercisable for one Class A Share at a price of $11.50 per share, subject to adjustment (see Note 7). If the
Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement
Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable
law) and the Private Placement Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
In June 2019, the Company issued an aggregate
of 7,187,500 Class B ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000.
The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of
a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7.
The Founder Shares include an aggregate
of up to 937,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not
exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued
and outstanding shares upon the completion of the Proposed Offering.
SILVER SPIKE
ACQUISITION CORP.
NOTES TO FINANCIAL
STATEMENTS
The Sponsor has agreed, subject to limited
exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier of: (A) one year after the completion of
a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business
Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization
or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property.
Promissory Note – Related Party
On June 10, 2019, the Company issued
an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000,
of which $68,625 and $12,500 was outstanding under the Promissory Note as of June 30, 2019 and June 11, 2019, respectively. The
note is non-interest bearing and payable on the earlier of (i) January 31, 2020 and (ii) the completion of the Proposed Offering.
Administrative Services Agreement
The Company will enter into an agreement pursuant to which it will pay the Sponsor up to
$20,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its
liquidation, the Company will cease paying these monthly fees.
Related Party Loans
In order to finance transaction costs in
connection with a 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”). Such
Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination,
without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business
Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants.
In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account
to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private
Placement Warrants and any warrants that may be issued on conversion of the Working Capital Loans (and any Class A ordinary shares
issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital
Loans and upon conversion of the Founder 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 Offering requiring the Company to register such securities for resale.
The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the
Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the completion of a 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.
Underwriting Agreement
The Company will grant the underwriter
a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Proposed Offering price, less the
underwriting discounts and commissions.
The underwriter will be entitled to a cash underwriting
discount of $0.20 per Unit, or $5,000,000 in the aggregate (or $5,750,000 in the aggregate if the underwriter’s over-allotment
option is exercised in full), payable upon the closing of the Proposed Offering. In addition, the underwriter will be entitled
to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the underwriter’s
over-allotment option is exercised
SILVER SPIKE
ACQUISITION CORP.
NOTES TO FINANCIAL
STATEMENTS
in full). The deferred fee will become
payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business
Combination, subject to the terms of the underwriting agreement.
NOTE 7. STOCKHOLDERS’ EQUITY
Preferred Shares —
The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company's 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. The 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. At June 30,
2019 and June 11, 2019, 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. Holders
of Class A ordinary shares are entitled to one vote for each share. At June 30, 2019 and June 11, 2019, there were no Class A
ordinary shares issued or outstanding.
Class B Ordinary Shares
— The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders
of the Class B ordinary shares are entitled to one vote for each share. At June 30, 2019 and June 11, 2019, there were 7,187,500
Class B ordinary shares issued and outstanding, of which an aggregate of up to 937,500 shares
are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part
so that the Sponsor will own 20% of the Company’s issued and outstanding ordinary shares after the Proposed Offering (assuming
the Sponsor does not purchase any Public Shares in the Proposed Offering).
Only holders of the Class B ordinary shares
will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares
and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders
except as otherwise required by law.
The Class B Shares will automatically convert
into Class A ordinary shares on the first business day following the completion of the Business Combination, on a one-for-one basis,
subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued
in excess of the amounts issued in the Proposed Offering and related to the closing of a Business Combination, the ratio at which
Founder 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) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the
aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Proposed
Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business
Combination (net of redemptions), excluding any Class A ordinary 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.
Warrants — Public Warrants
may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The
Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months
from the closing of the Proposed Offering. The Public Warrants will expire five years from the completion of a Business Combination
or earlier upon redemption or liquidation.
The Company will not be obligated to deliver
any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public
Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares
issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company
satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis,
and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or
an exemption from registration is available.
The Company has agreed that as soon as practicable, but in
no event later than 15 business days, after the closing of a Business Combination, it will use its reasonable best efforts to
file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the Public Warrants. The Company will use it reasonable best efforts to cause the same to
become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of
such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in
accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are,
at the time of any exercise of a Public 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, the Company may, at its
option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in
accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be
required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify
the shares under applicable blue sky laws to the extent an exemption is not available.
SILVER SPIKE
ACQUISITION CORP.
NOTES TO FINANCIAL
STATEMENTS
Once the Public Warrants become exercisable,
the Company may redeem the Public Warrants for redemption:
| |
● |
in whole and not in part; |
| |
|
|
| |
● |
at a price of $0.01 per Public Warrant; |
| |
|
|
| |
● |
upon not less than 30 days’ prior written notice of redemption to each warrant holder and |
| |
|
|
| |
● |
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 splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to the warrant holders. |
If and when the Public Warrants become
redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying
securities for sale under all applicable state securities laws.
If the Company calls the Public Warrants
for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a
“cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable
upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary
dividend or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuances
of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle
the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company
liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their
Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with
respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class
A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company's board of directors,
and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the
Sponsor or such affiliates, as applicable, prior to such issuance) (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 a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted
average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20
per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) 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 described above will be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the newly issued price.
SILVER SPIKE
ACQUISITION CORP.
NOTES TO FINANCIAL
STATEMENTS
The Private Placement Warrants
will be identical to the Public Warrants underlying the Units being sold in the Proposed Offering, except that the Private Placement
Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable,
assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally,
the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial
purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers
or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders
on the same basis as the Public Warrants.
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 available to be issued.
Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in
the financial statements.
25,000,000 Units
Silver Spike Acquisition Corp.
PRELIMINARY PROSPECTUS
,
2019
Credit Suisse
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 discounts and commissions) will be as follows:
| Legal fees and expenses |
|
$ |
400,000 |
|
| Accounting fees and expenses |
|
|
42,500 |
|
| SEC expenses |
|
|
34,845 |
|
| FINRA expenses |
|
|
43,625 |
|
| Travel and road show |
|
|
40,000 |
|
| Directors and officers insurance premiums |
|
|
100,000 |
|
| Nasdaq listing and filing fees |
|
|
75,000 |
|
| Printing and engraving expenses |
|
|
20,000 |
|
| Miscellaneous expenses |
|
|
244,040 |
|
| Total offering expenses |
|
$ |
1,000,000 |
|
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 have agreed to waive any right, title,
interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or
claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek
recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be
satisfied by us if 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.
Item 15. Recent Sales of Unregistered Securities.
On June 11, 2019, Silver Spike Sponsor, LLC, our sponsor,
subscribed for an aggregate of 7,187,500 founder shares, for an aggregate offering price of $25,000 at an average purchase
price of $0.004 per share (assuming the over-allotment option is not exercised and the forfeiture by our sponsor of 937,500 founder 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. Such securities
were issued in connection with our incorporation pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.
In addition, our sponsor has committed, pursuant to a written
agreement, to purchase from us an aggregate of 7,000,000 (or 7,750,000 if the underwriter’s over-allotment option is exercised
in full) private placement warrants at $1.00 per warrant (for an aggregate purchase price of $7,000,000 or $7,750,000 if the underwriter’s
over-allotment
option is exercised in full). This purchase will take place
on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect
to such sales.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
Exhibit
No.
|
|
Description
|
| 1.1 |
|
Form of Underwriting Agreement |
| 3.1 |
|
Memorandum and Articles of Association* |
| 3.2 |
|
Form of Amended and Restated Memorandum and Articles of Association |
| 4.1 |
|
Specimen Unit Certificate |
| 4.2 |
|
Specimen Ordinary Share Certificate |
| 4.3 |
|
Specimen Warrant Certificate |
| 4.4 |
|
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant |
| 5.1 |
|
Opinion of Maples and Calder |
| 5.2 |
|
Opinion of Davis Polk & Wardwell LLP |
| 10.1 |
|
Promissory Note, dated June 10, 2019, issued to Silver Spike Sponsor, LLC* |
| 10.2 |
|
Form of Letter Agreement among the Registrant and its officers, directors and Silver Spike Sponsor, LLC |
| 10.3 |
|
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant |
| 10.4 |
|
Form of Registration Rights Agreement between the Registrant and certain security holders |
| 10.5 |
|
Securities Subscription Agreement, dated June 11, 2019, between the Registrant and Silver
Spike Sponsor, LLC* |
| 10.6 |
|
Form of Sponsor Warrants Purchase Agreement between the Registrant and Silver Spike Sponsor, LLC |
| 10.7 |
|
Form of Indemnity Agreement. |
| 10.8 |
|
Form of Administrative Services Agreement between the Registrant and Silver Spike Sponsor, LLC |
| 23.1 |
|
Consent of Marcum LLP |
| 23.2 |
|
Consent of Maples and Calder (included in Exhibit 5.1) |
| 23.3 |
|
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2) |
| 24 |
|
Power of Attorney (included on signature page to the initial filing of this Registration
Statement)* |
| 99.1 |
|
Consent of Orrin Devinsky |
| 99.2 |
|
Consent of Richard Goldman |
| 99.3 |
|
Consent of Kenneth Landis |
(b) Financial Statements.
See page F-1 for an index to the financial statements and schedules included in the registration statement.
Item 17. Undertakings.
(a) The undersigned
registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates
in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
(b) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
(c) The undersigned
registrant hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2) For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) For
the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C,
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date
of first use.
(4) For
the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i. Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii. Any free
writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an
undersigned registrant;
iii. The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
iv. Any other
communication that is an offer in the offering made by the undersigned registrant to the purchaser.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on July 26, 2019.
| |
Silver Spike Acquisition Corp. |
| |
|
| |
|
| |
|
| |
By: |
/s/ Scott Gordon |
| |
|
Name: |
Scott Gordon |
| |
|
Title: |
Chief Executive Officer and Chairman |
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Position |
Date |
| |
|
|
| /s/ Scott Gordon |
Chief Executive Officer and Chairman (Principal Executive Officer) |
July 26, 2019 |
| Scott Gordon |
| |
|
|
| * |
President and Director |
July 26, 2019 |
| William Healy |
| |
|
|
| * |
Chief Financial Officer (Principal Financial and Accounting Officer) |
July 26, 2019 |
| Greg Gentile |
| |
|
|
| *By: |
/s/ Scott Gordon |
Attorney-in-fact |
July 26, 2019 |
| |
Scott Gordon |
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities
Act of 1933, as amended, the undersigned has signed this registration statement, solely in its capacity as the duly authorized
representative of Silver Spike Acquisition Corp., in New York, New York, on July 26, 2019.
| |
|
| |
|
| |
|
| |
By: |
/s/ Scott Gordon |
| |
|
Name: |
Scott Gordon |
| |
|
Title: |
Chief Executive Officer and Chairman |
Exhibit 1.1
25,000,000 Units
Silver Spike Acquisition Corp.
UNDERWRITING AGREEMENT
[·],
2019
Credit Suisse Securities
(USA) LLC
Eleven Madison Avenue
New York, N.Y. 10010-3629
As Representative of the several Underwriters
listed in Schedule I to the Agreement
Dear Ladies and Gentlemen:
1.
Introductory. Silver Spike Acquisition Corp., a Cayman Islands exempted company (the “Company”),
agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for
whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters
25,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”)
and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,750,000
additional units of the Company to cover over-allotments (the “Optional Securities”) as set forth below. The
Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. To the
extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall
mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized
terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”).
Each unit (the “Unit(s)”)
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 redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”).
The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus
(unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s
preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below),
(b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company
that includes such audited balance sheet and (c) the Company having issued a press release announcing when such separate trading
will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole
Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share during the period commencing
on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and
twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of
the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however,
that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole warrant
may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as
described more fully in the Registration Statement) shall mean
a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses involving the Company.
The Company has entered into an Investment
Management Trust Agreement, effective as of [·], with Continental Stock Transfer
& Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit
10.3 to the Registration Statement (the “Trust Agreement”), pursuant to which proceeds from the sale of the
Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust
Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities,
if and when issued.
The Company has entered into a Warrant Agreement,
effective as of [·], with respect to the Warrants and the Private Placement Warrants
with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant
Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer,
exchange, redemption, and exercise of the Warrants and the Private Placement Warrants.
The Company has entered into a Securities
Subscription Agreement, dated as of June 11, 2019 (the “Founder’s Purchase Agreement”), with Silver Spike
Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased
an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price
of $25,000 (the “Founder Shares”). Up to 937,500 Founder Shares are subject to forfeiture depending on the extent
to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary
Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus.
The Company has entered into a Sponsor Warrants
Purchase Agreement, effective as of [·] (the “Warrant Subscription Agreement”),
with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor
agreed to purchase an aggregate of 7,000,000 warrants (or up to 7,750,000 warrants if the over-allotment option is exercised in
full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00
per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units,
except as described in the Registration Statement, the Statutory Prospectus and the Prospectus.
The Company has entered into a Registration
Rights Agreement, dated as of [·], with the Sponsor and the other parties thereto,
in substantially the form filed as Exhibit 10.4 to the Registration Statement (the “Registration Rights Agreement”),
pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary
Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to
the Private Placement Warrants) that may be issued upon conversion of working capital loans.
The Company has caused to be duly executed
and delivered a letter agreement, dated as of [·], by and among the Sponsor and
each of the Company’s officers, directors, and director nominees, in the form filed as Exhibit 10.2 to the Registration Statement
(the “Insider Letter”).
2.
Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the several
Underwriters that:
(a)
Filing and Effectiveness of Registration Statement. The Company has prepared and filed with the Commission the Registration
Statement (file number 333-232734) on Form S-1, including the related Preliminary Prospectus, for registration under the Act
of the offering and sale of the Offered Securities. Such Registration Statement, including any amendments thereto filed prior to
the Execution Time, has become effective. The Company has filed one or more amendments thereto, including the related Preliminary
Prospectus, each of which has previously been furnished to the Representative. The Company
will file with the Commission the Prospectus in accordance with
Rule 424(b). As filed, the Prospectus shall contain all information required by the Act and, except to the extent the Representative
shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representative prior
to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information
and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised the Representative, prior
to the Execution Time, will be included or made therein. The Company has complied to the Commission’s satisfaction with all
requests of the Commission for additional or supplemental information.
(b)
Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the
Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which
Optional Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Prospectus
(and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective
Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading;
as of the Applicable Time and on the Closing Date and any settlement date, any individual Written Testing-the-Waters Communication
(as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus,
and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any settlement date,
each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication,
in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b)
and on the Closing Date and each settlement date, the Prospectus (together with any supplement thereto) will not include any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations
or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement
thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter
through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto),
it being understood and agreed that the only such information furnished by any Underwriter consists of the information described
as such in Section 8(b) hereof.
(c)
Statutory Prospectus. The Statutory Prospectus, as of the Applicable Time and on the Closing Date and any settlement
date, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to the information contained in or omitted from the
Statutory Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any
Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information
furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
(d)
Listing. The Company has filed with the Commission a Form 8-A (file number 001-[·])
providing for the registration under the Exchange Act of the Offered Securities and the Ordinary Shares and Warrants included as
part of the Offered Securities, which registration is currently effective on the date hereof. The Offered Securities and the Ordinary
Shares and Warrants included as part of the Offered Securities have been authorized for listing, subject to official notice of
issuance and evidence of satisfactory distribution, on the Nasdaq Capital Market, and the Company knows of no reason or set of
facts that is likely to adversely affect such authorization.
(e) No Stop Order. The Commission
has not issued any order or, to the Company’s knowledge, threatened to issue any order preventing or suspending the effectiveness
of the Registration Statement or the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted
or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
(f)
Ineligible Issuer Status. (i) At the time of filing the Registration Statement and (ii) as of the Execution
Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was and is an Ineligible
Issuer (as defined in Rule 405).
(g)
Free Writing Prospectuses. The Company has not prepared or used a Free Writing Prospectus.
(h)
Good Standing of the Company. The Company has been duly incorporated and is validly existing as an exempted company
in good standing under the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may
be, and to operate its properties and conduct its business as described in the Registration Statement, the Statutory Prospectus
and the Prospectus and to enter into this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement,
the Warrant Subscription Agreement, the Registration Rights Agreement and the Insider Letter and to carry out the transactions
contemplated hereby and thereby, and, except where failure to be so qualified or be in good standing would not reasonably be expected
to have a Material Adverse Effect (as defined below), is duly qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction that requires such qualification.
(i)
Disclosure. There is no franchise, contract or other document of a character required to be described in the Registration
Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required (and the Statutory Prospectus
contains in all material respects the same description of the foregoing matters contained in the Prospectus); and the statements
in the Statutory Prospectus and the Prospectus under the headings “Principal Shareholders,” “Certain Relationships
and Related Party Transactions,” and “Description of Securities” insofar as such statements summarize legal matters,
agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents
or proceedings. There are no business relationships or related party transactions involving the Company or any other person required
by the Act to be described in the Registration Statement or Prospectus that have not been described as required.
(j)
Capitalization. The Company’s authorized equity capitalization is as set forth in the Registration Statement,
the Statutory Prospectus and the Prospectus.
(k)
Outstanding Securities. All issued and outstanding securities of the Company have been duly and validly authorized
and issued and are fully paid and non-assessable; and none of such securities were issued in violation of the preemptive rights
of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the
outstanding securities of the Company were at all relevant times either registered under the Act, the applicable state securities
and blue sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such
registration requirements. The holders of issued and outstanding securities of the Company are not entitled to preemptive or other
rights to subscribe for the securities of the Company; and, except as set forth in the Registration Statement, the Statutory Prospectus
and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert
any obligations into or exchange any securities for, ordinary shares or other ownership interests in the Company are outstanding.
(l)
Offered Securities. The Offered Securities have been duly authorized and when issued and delivered against payment
by the Underwriters pursuant to this Agreement, will be validly issued.
(m)
Ordinary Shares. The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered
against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s
register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will
not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any
preemptive or other similar contractual rights granted by the Company.
(n)
Warrants. The Warrants included in the Units, when issued and delivered in the manner set forth in the Warrant Agreement
against payment for the Offered Securities by the Underwriters pursuant to this Agreement, will be duly issued and delivered, and
will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except
as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally
from time to time in effect and by equitable principles of general applicability.
(o)
Ordinary Shares Issuable Upon Exercise of Warrants. The Ordinary Shares issuable upon exercise of the Warrants included
in the Units and the Private Placement Warrants have been duly authorized and reserved for issuance upon exercise thereof and,
when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable,
and the Warrant Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable.
The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such
Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and
all corporate action required to be taken for the authorization, issuance and sale of such Ordinary Shares (other than such execution
(if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken.
(p)
Registration Rights. Except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the
Company have the right to require the Company to register any such securities of the Company under the Act or to include any such
securities in a registration statement to be filed by the Company.
(q)
Sales to Affiliates. No securities of the Company have been sold by the Company or by or on behalf of, or for the
benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through
and including the date hereof, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.
(r)
Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale
of any securities that are required to be “integrated” pursuant to the Act with the offer and sale of the Offered Securities
pursuant to the Registration Statement.
(s)
Founder Shares. The outstanding Founder Shares are duly authorized, validly issued, fully paid and non-assessable.
(t)
Private Placement Warrants. The Private Placement Warrants, when delivered upon the consummation of the Offering,
will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws
affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(u)
Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(v)
Trust Agreement. The Trust Agreement has been duly authorized, executed and delivered by the Company, and is a valid
and binding agreement of the Company, enforceable against the Company, in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time
in effect and by equitable principles of general applicability.
(w)
Warrant Agreement. The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a
valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time
in effect and by equitable principles of general applicability.
(x)
Founder’s Purchase Agreement. The Founder’s Purchase Agreement has been duly authorized, executed
and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable
against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles
of general applicability.
(y)
Warrant Subscription Agreement. The Warrant Subscription Agreement has been duly authorized, executed and delivered
by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company
and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or
similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(z)
Registration Rights Agreement. The Registration Rights Agreement has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms
except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights
generally from time to time in effect and by equitable principles of general applicability.
(aa)
Insider Letter. The Insider Letter executed by the Company, the Sponsor and, each executive officer, director and
director nominee of the Company, has been duly authorized, executed and delivered by the Company, the Sponsor and, to the Company’s
knowledge, each such executive officer, director and director nominee, respectively, and is a valid and binding agreement of the
Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively,
enforceable against the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director and director
nominee, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency,
or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.
(bb)
Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Offered Securities
and the Private Placement Warrants and the application of the proceeds thereof as described in the Registration Statement, the
Statutory Prospectus and the Prospectus, will not be an “investment company” as defined in the Investment Company Act
of 1940, as amended (the “Investment Company Act”).
(cc)
Absence of Further Requirements. No consent, approval, authorization, filing with or order of any court or governmental
agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement,
the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement or the Insider Letter,
except for the registration under the Act and the Exchange Act of the Offered Securities and the Ordinary
Shares and Warrants included as part of the Offered Securities
and such as may be required under state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution
of the Offered Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, the Statutory
Prospectus and the Prospectus.
(dd)
Absence of Existing Defaults. The Company is not in violation or default of (i) any provision of its Amended
and Restated Memorandum and Articles of Association, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust,
note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound
or to which its property is subject, or (iii) any (x) statute, law, rule, regulation, or (y) judgment, order or
decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction
over the Company; except in the case of clauses (ii) and (iii) above for any such conflict, breach or violation that would not,
individually or in the aggregate, be reasonably expected to have a material adverse effect on the condition (financial or otherwise),
prospects, earnings, business or properties of the Company, taken as a whole, whether or not arising from transactions in the ordinary
course of business (a “Material Adverse Effect”).
(ee)
Absence of Defaults and Conflicts Resulting From Transaction. Neither the issue and sale of the Offered Securities
nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust
Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Registration
Rights Agreement or the Insider Letter will conflict with, result in a breach or violation of, or imposition of any lien, charge
or encumbrance upon any property or assets of the Company pursuant to, (i) the Amended and Restated Memorandum and Articles
of Association of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement,
loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to
which the Company’s property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable
to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction
over the Company or any of its respective properties.
(ff)
Registration Rights under the Registration Statement. No holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.
(gg)
Financial Statements. The historical financial statements, including the notes thereto and the supporting schedules,
if any, of the Company included in the Statutory Prospectus, the Prospectus and the Registration Statement present fairly the financial
condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form
in all material respects with the applicable accounting requirements of the Act and have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein).
The summary financial data set forth under the caption “Summary—Summary Financial Data” in the Statutory Prospectus,
Prospectus and Registration Statement fairly present, on the basis stated in the Statutory Prospectus, Prospectus and Registration
Statement, the information included therein. There are no pro forma or as adjusted financial statements that are required to be
included in the Statutory Prospectus, the Prospectus and the Registration Statement in accordance with Regulation S-X that have
not been included as so required. The Company is not party to any off-balance sheet transactions, arrangements, obligations (including
contingent obligations), or other relationships with unconsolidated entities or other persons that may have a material current
or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity,
capital expenditures, capital resources, or significant components of revenues or expenses. The statistical, industry-related and
market-related data included in the Registration Statement, the Statutory Prospectus and the Prospectus are based on or derived
from sources that the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources
from which they are derived.
(hh)
Litigation. No action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company, the Sponsor, or, to the Company’s knowledge, any officer, director or director nominee
of the Company, or the property of any of them is pending or, to the knowledge of the Company, threatened that (i) could reasonably
be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions
contemplated hereby by the Company or (ii) could reasonably be expected to have a Material Adverse Effect, except as set forth
in or contemplated in the Registration Statement, the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
(ii)
Properties. The Company owns or leases all such properties as are necessary to the conduct of its operations as presently
conducted.
(jj)
Independent Auditors. Marcum LLP (“Marcum”), who have certified certain financial statements of
the Company and delivered their report with respect to the audited financial statements and schedules included in the Registration
Statement, Statutory Prospectus and the Prospectus, is a registered public accounting firm that is independent with respect to
the Company within the meaning of the Act and the Exchange Act and the applicable published rules and regulations thereunder.
(kk)
Disclosure Controls and Procedures. The Company maintains effective “disclosure controls and procedures”
(as defined under Rule 13a-15(e) under the Exchange Act to the extent required by such rule).
(ll)
Compliance with Exchange Rules. There is and has been no failure on the part of the Company or, to the knowledge
of the Company, any of the Company’s officers or directors, in their capacities as such, to comply with (as and when applicable),
and immediately following the Effective Date the Company will be in compliance with, the rules of the Nasdaq Stock Market LLC (“Nasdaq”).
Further, there is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s
officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective
Date the Company will be in compliance with, the phase-in requirements and all other applicable provisions of the corporate governance
requirements set forth in the rules of Nasdaq.
(mm)
Taxes. There are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges
under U.S. federal law or the laws of any state, or any political subdivision thereof, or under the laws of any non-U.S. jurisdiction,
required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the
Offered Securities.
(nn)
Filing of Tax Returns. The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are
required to be filed by it or has requested extensions thereof (except in any case in which the failure so to file would not have
a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine
or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine
or penalty that is currently being contested in good faith and for which adequate reserves required by generally accepted accounting
principles (“GAAP”) have been created with respect thereto or as would not have a Material Adverse Effect, except
as set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement
thereto).
(oo)
Possession of Licenses and Permits. The Company possesses all licenses, certificates, permits and other authorizations
issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, and the Company has
not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization
or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material
Adverse
Effect, except as set forth in or contemplated in the Registration
Statement, the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
(pp)
Anti-Corruption Laws. None of the Company, the Sponsor, any director, director nominee or officer, or, to
the knowledge of the Company, any agent, employee, affiliate or other person associated with or acting on behalf of the Company:
(i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii) has made any direct or indirect unlawful contribution or payment to any official of, or candidate
for, or any employee of, any federal, state or foreign office from corporate funds; (iii) has made any bribe, unlawful rebate,
payoff, influence payment, kickback or other unlawful payment; or (iv) is aware of or has taken any action, directly or indirectly,
that would result in a violation by such persons of the OECD Convention on Bribery of Foreign Public Officials in International
Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively,
the “FCPA”) or any similar law or regulation to which the Company, any director, director nominee, officer,
agent, employee, affiliate or other person associated with or acting on behalf of the Company is subject, including, without limitation,
making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise
to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of
anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or
official thereof or any candidate for foreign political office, in contravention of the FCPA. The Company, the Sponsor and the
Company’s directors, director nominees and officers, and, to the knowledge of the Company, the Company’s agents, employees
and affiliates have each conducted the business of the Company and their own businesses on behalf of the Company in compliance
with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to
ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(qq)
Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III
of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT Act), the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes
of jurisdictions where the Company conducts business, the applicable rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.
(rr)
Economic Sanctions. None of the Company, the Sponsor, any director, director nominee or officer or, to the knowledge
of the Company, any agent or affiliate of the Company is currently subject to any sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”) or any similar sanctions imposed by any other body,
governmental or other, to which any of such persons is subject (collectively, “other economic sanctions”); and
the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any sanctions administered by OFAC or other economic sanctions.
(ss)
Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus
and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate
of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder
to repay any outstanding debt owed to any affiliate of any of the Underwriters.
(tt)
Questionnaires. All information contained in the questionnaires (the “Questionnaires”) completed
by the Company and the Sponsor and, to the knowledge of the Company, the Company’s officers, directors and director nominees
and provided to the Underwriters is true and correct and the Company has not become aware of any information that would cause the
information disclosed in the Questionnaires completed by the Sponsor or the Company’s officers, directors and director nominees
to become inaccurate and incorrect.
(uu)
Acquisition Target Not Identified. Except as disclosed in the Registration Statement, the Statutory Prospectus and
the Prospectus, prior to the date hereof, the Company has not selected any acquisition target and has not, nor, to its knowledge,
has anyone on its behalf, initiated contact with any prospective acquisition target or had any substantive discussions, directly
or indirectly, formal or otherwise, with respect to a possible initial Business Combination, or undertaken, or engaged or retained
any agent or other representative to undertake, any research, diligence, evaluations or similar activities to identify, locate
or contact any suitable acquisition candidate.
(vv)
No Finder’s or Similar Fees. Except as described in the Registration Statement, the Statutory Prospectus
and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment
of a brokerage commission or finder’s, consulting, origination or similar fee by the Company, the Sponsor or any officer,
director or director nominee of the Company with respect to the sale of the Offered Securities hereunder or any other arrangements,
agreements or understandings of the Company, the Sponsor or any such officer, director or director nominee of the Company, or their
respective affiliates, that may affect the Underwriters’ compensation, as determined by the Financial Industry Regulatory
Authority (“FINRA”).
(ww)
Absence of Certain Fees. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus,
the Company has not made any direct or indirect payments (in cash, securities or any other “item of value” as defined
in Rule 5110(c)(3) of FINRA’s Conduct Rules): (i) to any person, as a finder’s fee, consulting fee or otherwise,
in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital
to the Company; (ii) to any person that, to the Company’s knowledge, has been accepted by FINRA as a member of FINRA
(a “Member”); or (iii) to any person or entity that, to the Company’s knowledge, has any direct or
indirect affiliation or association with any Member, within the twelve months prior to the Effective Date, other than payments
to the Underwriters pursuant to this Agreement.
(xx)
Investment Banking Services. Except as described in the Registration Statement, the Statutory Prospectus and the
Prospectus, during the period beginning 180 days prior to the initial confidential submission of the Registration Statement and
ending on the Effective Date, no Member and/or any person associated or affiliated with a Member has provided any investment banking,
financial advisory and/or consulting services to the Company.
(yy)
FINRA Membership of Affiliates. Except as disclosed in the FINRA Questionnaires provided to the Representative, to
the Company’s knowledge, no officer, director, director nominee or beneficial owner of any class of the Company’s securities
(whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such
individual or entity, a “Company Affiliate”) is a Member or a person associated or affiliated with a Member.
(zz)
Ownership of FINRA Member Securities. Except as disclosed in the FINRA Questionnaires provided to the Representative,
to the Company’s knowledge, no Company Affiliate is an owner of stock or other securities of any Member (other than securities
purchased on the open market).
(aaa)
Subordinated Loans to FINRA Members. No Company Affiliate has made a subordinated loan to any Member.
(bbb)
Proceeds; Payment to FINRA Members. Except as described in the Registration Statement, the Statutory Prospectus and
the Prospectus, no proceeds from the sale of the Offered Securities (excluding underwriting compensation as disclosed in the Registration
Statement, Statutory Prospectus and the Prospectus) will be paid by the Company to any Member, or any persons associated or affiliated
with a Member.
(ccc)
Issuance of Securities to Underwriters. The Company has not issued any warrants or other securities, or granted any
options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA
rules) of such an underwriter within the 180-day period prior to the initial confidential submission date of the Registration Statement.
(ddd)
FINRA Association of Company Affiliates. Except for the issuance of securities to the Sponsor, no person to whom
securities of the Company have been privately issued within the 180-day period prior to the initial confidential submission date
of the Registration Statement has any relationship or affiliation or association with any Member.
(eee)
Conflicts of Interest. No Member intending to participate in the Offering has a conflict of interest with the Company.
For this purpose, a “conflict of interest” means, if at the time of the Member’s participation in the Offering,
any of the following applies: (A) the securities are to be issued by the Member; (B) the Company controls, is controlled
by or is under common control with the Member or the Member’s associated persons; (C) at least 5% of the net offering
proceeds, not including underwriting compensation, are intended to be: (i) used to reduce or retire the balance of a loan
or credit facility extended by the Member, its affiliates and its associated persons, in the aggregate; or (ii) otherwise
directed to the Member, its affiliates and associated persons, in the aggregate; or (D) as a result of the Offering and any
transactions contemplated at the time of the Offering: (i) the Member will be an affiliate of the Company; (ii) the Member
will become publicly owned; or (iii) the Company will become a Member or form a broker-dealer subsidiary. As used herein,
the term “Member intending to participate in the Offering” includes any associated person of a Member that is participating
in the Offering, any members of such associated person’s immediate family and any affiliate of a Member that is participating
in the Offering.
(fff)
Non-Compete/Non-Solicitation. Except as described in the Statutory Prospectus and the Prospectus,
to the Company’s knowledge, none of the Sponsor, officers, directors or director nominees of the Company is subject to a
non-competition agreement or non-solicitation agreement with any employer or prior employer that could materially affect its,
his or her ability to be and act in the capacity of shareholder, officer or director of the Company, as applicable.
(ggg)
Absence of Manipulation. The Company has not taken, directly or indirectly, any action designed to or that would
constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of the Offered Securities.
(hhh)
Company Ownership of Other Entities. The Company does not own an interest in any corporation, partnership, limited
liability company, joint venture, trust or other entity.
(iii)
Related Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any
affiliate of the Company, on the one hand, and any director, director nominee, officer, shareholder, special advisor, customer
or supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Act or the Exchange Act
to be described in the Registration Statement, Statutory Prospectus or the Prospectus that is not described as required. There
are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees
of indebtedness by the Company to or for the benefit of any of the officers, directors or director nominees of the Company or any
of their respective family members, except as disclosed in the Registration Statement, Statutory Prospectus and the Prospectus.
The Company has not
extended or maintained credit, arranged for the extension of
credit, or renewed an extension of credit, in the form of a personal loan to or for any officer, director or director nominee of
the Company.
(jjj)
Absence of Unlawful Influence. The Company has not offered, or caused the Underwriters to offer, the Offered Securities
to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate
of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or
(b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.
(kkk)
Applicability of Rule 419. Upon delivery and payment for the Units on the Closing Date and each settlement date,
the Company will not be subject to Rule 419 under the Act and none of the Company’s outstanding securities will be deemed
to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act.
(lll)
Emerging Growth Company Status. From the time of the initial confidential submission of the Registration Statement
to the Commission (or, if earlier, the first date on which the Company engaged, directly or through any person authorized to act
on its behalf, in any Testing-the-Waters Communication) through the Execution Time, the Company has been and is an “emerging
growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”). “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d)
of the Act.
(mmm)
Testing-the-Waters Communications. The Company (i) has not alone engaged in any Testing-the-Waters
Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified
institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the
meaning of Rule 501 under the Act and (ii) has not authorized anyone other than the Representative to engage in Testing-the-Waters
Communications. The Company reconfirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters
Communications and that no press release or confidentiality agreement was or is required in connection therewith. The Company has
not distributed any Written Testing-the-Waters Communications other than those listed on Schedule III hereto. “Written
Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning
of Rule 405 under the Act.
(nnn)
Payments in Foreign Currency. Except as disclosed in Registration Statement, the Statutory Prospectus and the Prospectus,
under current laws and regulations of the Cayman Islands and any political subdivision thereof, all dividends and other distributions
declared and payable on the Offered Securities may be paid by the Company to the holder thereof in United States dollars or Cayman
Islands dollars that may be converted into foreign currency and freely transferred out of the Cayman Islands and all such payments
made to holders thereof or therein who are non-residents of the Cayman Islands will not be subject to income, withholding or other
taxes under laws and regulations of the Cayman Islands or any political subdivision or taxing authority thereof or therein and
will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision
or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands
or any political subdivision or taxing authority thereof or therein.
Any certificate signed by any officer or
director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall
be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
3.
Purchase and Sale.
(a)
Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a
purchase price of $9.800 per Unit, the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I
hereto.
(b)
Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company
hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 3,750,000 Optional Securities
at the same purchase price per Unit as the Underwriters shall pay for the Firm Securities. Said option may be exercised only to
cover over-allotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part
at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company
setting forth the number of Optional Securities as to which the several Underwriters are exercising the option and the settlement
date. The number of Optional Securities to be purchased by each Underwriter shall be based upon the same percentage of the total
number of the Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities,
subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional shares.
(c)
In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence
of Section 3(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.350 per
Unit (including both Firm Securities and Optional Securities) purchased hereunder (the “Deferred Discount”).
The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on
deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business
Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the
Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in
the Offered Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters
will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to
distribute the Deferred Discount to the Public Shareholders on a pro rata basis.
4.
Delivery and Payment. Delivery of and payment for the Firm Securities and the Optional Securities (if the option
provided for in Section 3 hereof shall have been exercised on or before the second Business Day prior to the Closing Date)
shall be made at 10:00 a.m., New York City time, on [·], or at such time on such
later date not more than three (3) Business Days after the foregoing date as the Representative shall designate, which date and
time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date
and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery
of the Offered Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment
by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds
to an account specified by the Company and to the Trust Account as described below in this Section 4. Delivery of the Firm
Securities and the Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”)
unless the Representative shall otherwise instruct.
(a)
Payment for the Firm Securities shall be made as follows: $245,000,000 of the net proceeds for the Firm Securities (including
$8,750,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with
such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account to equal the
product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery
to the Representative of the Firm Securities through the facilities of DTC or, if the Representative has otherwise instructed,
upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the
Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names
and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the
Closing Date. If delivery is not made through the facilities
of DTC, the Company will permit the Representative to examine and package the Firm Securities for delivery, at least one Business
Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of
payment by the Representative for all the Firm Securities.
(b)
Payment for the Optional Securities shall be made as follows: $9.800 per Optional Security (including $0.350 per Optional
Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with
such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust
Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the
Prospectus upon delivery to the Representative of the Optional Securities through the facilities of DTC or, if the Representative
has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative)
representing the Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The Optional Securities
shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at
least two (2) Business Days prior to the settlement date of such Optional Securities. If delivery is not made through the facilities
of DTC, the Company will permit the Representative to examine and package the Optional Securities for delivery, at least one Business
Day prior to settlement date of such Optional Securities. The Company shall not be obligated to sell or deliver the Optional Securities
except upon tender of payment by the Representative for all the Optional Securities.
(c)
If the option provided for in Section 3 hereof is exercised after the second Business Day prior to the Closing Date, the
Company will deliver the Optional Securities (at the expense of the Company) to the Representative, at Credit Suisse Securities
(USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: IBCM-Legal, on the date specified by the Representative
(which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters,
against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described
above in Section 4(b). If settlement for the Optional Securities occurs after the Closing Date, the Company will deliver to
the Representative on the settlement date for such Optional Securities, and the obligation of the Underwriters to purchase such
Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such
date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 hereof.
5.
Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered Securities
for sale to the public as set forth in the Prospectus (the “Offering”).
6.
Certain Agreements of the Company. The Company agrees with the several Underwriters that:
(a)
Prior to the termination of the Offering, the Company will not file any amendment of the Registration Statement or supplement
to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished the Representative with
a copy for its review prior to filing and will not file any such proposed amendment, supplement or Rule 462(b) Registration
Statement to which the Representative reasonably objects. The Company will cause the Prospectus, properly completed, and any supplement
thereto to be filed in a form approved by the Representative with the Commission pursuant to the applicable paragraph of Rule 424(b) within
the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will
promptly advise the Representative (i) when the Prospectus, and any supplement thereto, shall have been filed (if required)
with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement or any Written Testing-the-Waters
Communication shall have been filed with the Commission, (ii) when, prior to termination of the Offering, any amendment to
the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any
amendment of the Registration Statement, any Rule 462(b) Registration Statement or any Written Testing-the-Waters Communication
or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of
the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Written
Testing-the-Waters Communication, or of the institution of any proceedings for that purpose or pursuant to Section 8A of the
Act and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered
Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will
use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the
use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the
withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the
Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement
declared effective as soon as practicable.
(b)
If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event or development occurs as a
result of which the Statutory Prospectus would include any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading,
the Company will (i) notify promptly the Representative so that any use of the Statutory Prospectus may cease until it is
amended or supplemented; (ii) amend or supplement the Statutory Prospectus to correct such statement or omission; and (iii) supply
any amendment or supplement to the Representative in such quantities as the Representative may reasonably request.
(c)
If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act (including
in circumstances where such requirement may be satisfied pursuant to Rule 172), any event or development occurs as a result
of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading,
or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the rules
thereunder, the Company promptly will (i) notify the Representative of any such event; (ii) prepare and file with the
Commission, subject to the second sentence of paragraph (a) of this Section 6, an amendment or supplement that will correct
such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to the Representative in
such quantities as the Representative may reasonably request.
(d)
As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings
statement or statements of the Company and its subsidiaries that will satisfy the provisions of Section 11(a) of the Act and
Rule 158.
(e)
The Company will not make any offer relating to the Units or the securities contained therein that constitutes or would
constitute a Free Writing Prospectus or a portion thereof required to be filed by the Company with the Commission or retained by
the Company under Rule 433 of the Act.
(f)
The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration
Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto)
and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where
such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and
any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production
of all documents relating to the Offering.
(g)
The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including
any interest and penalties, on the creation, issue and sale of the Offered Securities and on the initial resale thereof by the
Underwriters and on the execution and delivery of this Agreement. All payments to be made by the Company hereunder shall be made
without withholding or deduction for or on account of any present or future taxes, duties or governmental charges
whatsoever unless the Company is compelled by law to deduct
or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in
order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if
no withholding or deduction had been made.
(h)
The Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge
or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate
of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the
filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to, any other Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable
for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date
hereof and ending 180 days after the date of this Agreement; provided, however, that the foregoing shall not apply
to the forfeiture of a portion of the Founder Shares pursuant to their terms and the Company may (1) issue and sell the Private
Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 3 hereof,
(3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration
Rights Agreement, the resale of the securities covered thereby, and (4) issue securities in connection with an initial Business
Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the
Insider Letter.
(i)
The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably
be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Offered Securities.
(j) The
Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing
or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits
thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing
(or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies
of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them,
as may, in each case, be reasonably requested for use in connection with the offering and sale of the Offered Securities;
(iii) the preparation, printing, authentication, issuance and delivery of certificates for the Offered Securities,
including any stamp or transfer taxes in connection with the original issuance and sale of the Offered Securities;
(iv) the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or
reproduced) and delivered in connection with the Offering; (v) the registration of the Offered Securities under the
Exchange Act and the listing of the Offered Securities on the Nasdaq Capital Market; (vi) the printing and delivery of a
preliminary blue sky memorandum, any registration or qualification of the Offered Securities for offer and sale under the
securities or blue sky laws of the several states and any filings required to be made with FINRA (including filing fees and
the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings, memorandum,
registration and qualification in an aggregate amount up to $25,000); (vii) the transportation and other expenses
incurred by or on behalf of the Company (and not those incurred by or on behalf of the Underwriters) in connection
with presentations to prospective purchasers of the Offered Securities; (ix) the fees and expenses of the
Company’s accountants and the fees and expenses of counsel (including U.S. and Cayman Islands counsel) for the Company;
and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
(k)
For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business
Combination or until such earlier time at which the Liquidation occurs,
the Company will use its best efforts to maintain the registration
of the Units, Ordinary Shares and Warrants under the provisions of the Exchange Act, except after giving effect to a going private
transaction after the completion of an initial Business Combination. During such period, the Company will not deregister the Units,
Ordinary Shares or Warrants under the Exchange Act (except in connection with a going private transaction after the completion
of an initial Business Combination) without the prior written consent of the Representative.
(l)
The Company shall, on the date hereof, retain its independent registered public accounting firm to audit the balance sheet
of the Company as of the Closing Date (the “Audited Balance Sheet”) reflecting the receipt by the Company of
the proceeds of the Offering on the Closing Date. As soon as the Audited Balance Sheet becomes available, the Company shall promptly,
but not later than four (4) Business Days after the Closing Date, file a Current Report on Form 8-K with the Commission, which
Current Report shall contain the Company’s Audited Balance Sheet. Additionally, upon the Company’s receipt of the proceeds
from the exercise of all or any portion of the option provided for in Section 3 hereof, the Company shall promptly, but not later
than four (4) Business Days after the receipt of such proceeds, file a Current Report on Form 8-K with the Commission, which
report shall disclose the Company’s sale of the Optional Securities and its receipt of the proceeds therefrom, unless the
receipt of such proceeds are reflected in the Current Report on Form 8-K referenced in the immediately prior sentence.
(m)
For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business
Combination or until such earlier time at which the Liquidation occurs or the Ordinary Shares and Warrants cease to be publicly
traded, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review
(but not audit) the Company’s financial statements for each of the first three (3) fiscal quarters prior to the announcement
of quarterly financial information, the filing of the Company’s Form 10-Q quarterly report and the mailing, if any,
of quarterly financial information to shareholders.
(n)
For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business
Combination or until such earlier time at which the Liquidation occurs, the Company shall, to the extent such information or documents
are not otherwise publicly available, upon written request from the Representative, furnish to the Representative copies of such
financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of
any class of securities, and, to the extent such information or documents are not otherwise publicly available, upon written request
from the Representative, promptly furnish to the Representative: (i) a copy of such registration statements, financial statements
and periodic and special reports as the Company shall be required to file with the Commission and from time to time furnishes generally
to holders of any such class of its securities in their capacities as such; and (ii) such additional documents and information
with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative may from time to time
reasonably request, all subject to the execution of a satisfactory confidentiality agreement. Any registration statements, financial
statements, periodic and special reports or other additional documents referred to in the preceding sentence filed or furnished
on the Commission’s EDGAR website and publicly available will be considered furnished for the purposes of this Section 6.
(o)
For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business
Combination or until such earlier time at which the Liquidation occurs or the Ordinary Shares and Warrants cease to be publicly
traded, the Company shall retain a transfer and warrant agent.
(p)
The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any
of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm, or from
an independent accounting firm, that such Business Combination is fair to the Company from a financial point of view. Other than
as set forth in this Section 6(p), or as otherwise contemplated in the proxy statement related to its initial Business Combination,
the Company shall not pay the Sponsor or its affiliates or any of the Company’s executive
officers, directors or any of their respective affiliates any
fees or compensation of any kind for services rendered to the Company prior to, or in connection with, the consummation of an initial
Business Combination; provided, however, that (x) such officers, directors and affiliates (i) may
receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf related
to identifying, investigating and completing an initial Business Combination and (ii) may be repaid loans as described in
the Registration Statement, the Statutory Prospectus and the Prospectus and (y) the Sponsor or its affiliates may receive up to
$20,000 per month for office space and administrative and support services provided to the Company, none of which payments
described in (x) or (y) will be made from the proceeds held in the Trust Account prior to completion of the initial Business
Combination.
(q)
The Company will apply the net proceeds from the Offering and the sale of the Private Placement Warrants received by it
in a manner consistent in all material respects with the applications described under the caption “Use of Proceeds”
in the Statutory Prospectus and the Prospectus.
(r)
For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation
or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition
services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company,
the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification
prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the
person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing
such services prior to entering into the agreement or transaction; and (iii) justification as to why the value received by
any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure
of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which
the Company may file in connection with the Business Combination for purposes of offering redemption of shares held by its shareholders
or for soliciting shareholder approval, as applicable.
(s)
The Company shall advise FINRA, the Representative and its counsel if it is aware that any 5% or greater shareholder of
the Company becomes an affiliate or associated person of a Member participating in the distribution of the Offered Securities.
(t)
The Company shall cause the proceeds of the Offering and the sale of the Private Placement Warrants to be held in the Trust
Account to be invested only in United States government treasury bills with a maturity of 180 days or less or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth in the Trust Agreement and disclosed
in the Statutory Prospectus and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not
become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it will not be
required to register as an investment company under the Investment Company Act.
(u)
During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the
Trustee under the Trust Agreement to release from the Trust Account, (i) solely from interest income earned on the funds held
in the Trust Account, the amounts necessary to pay taxes, if any, and (ii) to pay Public Shareholders who properly redeem
their Ordinary Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated
Memorandum and Articles of Association (x) to modify the substance or timing of the Company’s obligation to redeem 100% of
the outstanding Public Shares (as defined below) if the Company does not consummate an initial Business Combination within 24 months
from the closing of the Offering or (y) with respect to any other provision relating to the Public Shareholders’ rights or
pre-initial Business Combination activity. Otherwise, all funds held in the Trust Account (including any interest income earned
on the amounts held in the Trust Account (which interest shall be net of taxes payable)) will remain in the Trust Account until
the earlier of the consummation of the Company’s initial Business Combination and the Liquidation; provided, however,
that in the event of the Liquidation, up to $100,000 of interest income may be released
to the Company if the proceeds of the Offering held by the Company
outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s
plan of dissolution.
(v)
The Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable
upon exercise of the Warrants and Private Placement Warrants, and upon conversion of the Founder Shares, outstanding from time
to time.
(w)
Prior to the earlier of the consummation of a Business Combination and the Liquidation, the Company shall not issue (other
than in replacement for lost, stolen or mutilated certificates) any Ordinary Shares, Warrants or any options or other securities
convertible into Ordinary Shares, or any preferred shares, in each case, that (1) receive
funds from the Trust Account or (2) vote as a class with the Public Shares (a) on any initial Business Combination or (b) to approve
an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to (i) extend the time the
Company has to consummate a Business Combination beyond 24 months from the Closing Date or (ii) amend the foregoing provisions.
(x)
Prior to the earlier of the consummation of an initial Business Combination and the Liquidation, the Company’s audit
committee will review on a quarterly basis all payments made to the Sponsor, to the Company’s officers or directors, or to
the Company’s or any of such other persons’ respective affiliates.
(y)
The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419
under the Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent
any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a51-1
under the Exchange Act during such period.
(z)
To the extent required by Rule 13a-15(e) under the Exchange Act, the Company will maintain “disclosure controls
and procedures” (as defined under Rule 13a-15(e) under the Exchange Act) and a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general
or specific authorization, (ii) transactions are recorded as necessary in order to permit preparation of financial statements
in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(aa)
The Company will use commercially reasonable efforts to effect and, for a period commencing on the Effective Date and ending
five (5) years from the date of the consummation of the Business Combination or until such earlier time at which Liquidation occurs,
maintain the listing of the Units, Ordinary Shares and Warrants on the Nasdaq Capital Market (or another national securities exchange).
(bb)
As soon as legally required to do so, the Company and its directors and officers, in their capacities as such, have taken
or shall take all actions necessary to comply with any applicable provisions of the Sarbanes-Oxley Act, including Section 402
related to loans and Sections 302 and 906 related to certifications, and to comply with the rules of Nasdaq.
(cc)
The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation
of its Amended and Restated Memorandum and Articles of Association.
(dd)
The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses,
lenders or other entities with which it does business enter into
an agreement waiving any right, title, interest or claim of
any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders. The Company may forego obtaining
such waivers only if the Company’s management shall have determined that such third party’s engagement would be significantly
more beneficial to the Company than any alternative.
(ee)
The Company, subject to any applicable provision of the Company’s Amended and Restated Memorandum and Articles of
Association, may consummate the initial Business Combination and conduct redemptions of Ordinary Shares for cash upon consummation
of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange
Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially
the same financial and other information about the initial Business Combination and the redemption rights as is required under
the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation
of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the
aggregate amount then on deposit in the Trust Account as of two (2) Business Days prior to the consummation of the initial Business
Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement
Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable),
divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”)
then outstanding. If, however, the Company elects not to file such tender offer documents, a shareholder vote is required by law
or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to
hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s
shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination
Vote, if any, the Sponsor has agreed to vote all of its Founder Shares and any other Ordinary Shares it may acquire during or after
the Offering in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial
Business Combination, the Company will offer to each Public Shareholder holding Ordinary Shares the right to have its shares redeemed
in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption
Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) Business Days prior
to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the
Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust
Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding.
If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination
only if the Company receives an “ordinary resolution” under Cayman Islands law, which requires the affirmative vote
of a majority of the shareholders who attend and vote at a general meeting of the Company. If, after seeking and receiving
such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public
Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders holding Ordinary Shares who properly
exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination,
shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company
shall pay no distributions with respect to any other holders of ordinary shares of the Company in connection therewith. In the
event that the Company does not effect a Business Combination by twenty-four (24) months from the closing of the Offering (or such
later date as has been approved pursuant to a valid amendment to the Company’s Amended and Restated Memorandum and Articles
of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be
net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right
to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund
of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former
Public
Shareholders, 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 the requirements of other applicable law. Only Public Shareholders
holding Ordinary Shares included in the Offered Securities shall be entitled to receive such redemption amounts and the Company
shall pay no such redemption amounts or any distributions in liquidation with respect to any other ordinary shares of the Company.
The Company will not propose any amendment to its 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 outstanding Public Shares if the Company has not consummated
a Business Combination within twenty-four (24) months from the closing of the Offering, as described in Article 49.6(b) of the
Company’s Amended and Restated Memorandum and Articles of Association or (B) with respect to any other provision relating
to the Public Shareholders’ rights or pre-initial Business Combination activity, unless the Company offers to the Public
Shareholders the right to redeem their Public Shares in connection with such amendment.
(ff)
In the event that the Company desires or is required by an applicable law or regulation to cause an announcement (“Business
Combination Announcement”) to be placed in The Wall Street Journal, The New York Times or any other news or media publication
or outlet or to be made via a public filing or submission with the Commission announcing the consummation of the Business Combination
that indicates that the Underwriters were the underwriters in the Offering, the Company shall supply the Representative with a
draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment
thereon, subject to the agreement of the Underwriters to keep confidential such draft announcement in accordance with the Representative’s
standard policies regarding confidential information.
(gg)
Upon the consummation of the initial Business Combination, the Company and the Representative will jointly direct the Trustee
to pay the Representative, on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the
Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the
Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within the
time period required by its Amended and Restated Memorandum and Articles of Association, the Deferred Discount will not be paid
to the Representative and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account
made to the Public Shareholders. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the
Deferred Discount.
(hh)
The Company will arrange, in cooperation with the Representative to qualify the Offered Securities for offering and sale
under the securities laws of such jurisdictions as the Representative may designate and will maintain such qualifications in effect
so long as required for the distribution of the Offered Securities; provided that no such qualification shall be required
in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a
foreign corporation doing business in such jurisdiction, or would be required to qualify to do business in any jurisdiction where
it is not now so qualified. Until the earliest of (i) the date on which all Underwriters shall have ceased to engage in market-making
activities in respect of the Offered Securities, (ii) the date on which the Offered Securities are listed on the Nasdaq Capital
Market (or any successor thereto), (iii) a going private transaction after the completion of a Business Combination, and (iv) the
date of the liquidation of the Company, in each jurisdiction where such qualification shall be effected, the Company will, unless
the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make
such statements or reports at such times as are or may be required to qualify the Offered Securities for offering and sale under
the securities laws of such jurisdiction.
(ii)
If at any time following the distribution of any Written Testing-the-Waters Communication, there occurred or occurs an event
or development as a result of which such Written Testing-the-Waters Communication included or would include any untrue statement
of a material fact or
omitted or would omit to state any material fact necessary to
make the statements therein in the light of the circumstances existing at that subsequent time, not misleading, the Company will
promptly (i) notify the Representative so that use of the Written Testing-the-Waters Communication may cease until it is amended
or supplemented; (ii) amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate
or correct such untrue statement or omission; and (iii) supply any amendment or supplement to the Representative in such quantities
as may be reasonably requested.
(jj)
The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior
to the later of (i) completion of the distribution of the Offered Securities within the meaning of the Act and (ii) completion
of the 180-day restricted period referred to in Section 6(h) hereof.
(kk)
If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider
Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least
three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release
or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two (2) Business
Days before the effective date of the release or waiver.
(ll)
Upon the earlier to occur of the expiration and termination of the Underwriters’ over-allotment option, the Company
shall cancel or otherwise effect the forfeiture of Founder Shares from the Sponsor, in an aggregate amount equal to the number
of Founder Shares determined by multiplying (a) 937,500 by (b) a fraction, (i) the numerator of which is 3,750,000 minus
the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 3,750,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full,
the Company shall not cancel or otherwise effect the forfeiture of the Founder Shares pursuant to this Section 6(ll).
(mm)
The Company shall not enter into a Business Combination with a target business in the cannabis industry unless the Company
shall have determined that such target business is compliant with all applicable laws and regulations within the jurisdictions
in which it is located or operates. The Company shall not invest in, or consummate a Business Combination with, a target business
that the Company determines has been operating, or whose business plan is to operate, in violation of U.S. federal laws, including
the U.S. Controlled Substances Act.
7.
Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities
and the Optional Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the
part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4
hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder, including, if applicable, the last sentence of Section 4(c) hereof, and to the following
additional conditions:
(a)
The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b);
and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been
issued and no proceedings for that purpose shall have been instituted or threatened.
(b)
The Company shall have requested and caused Davis Polk & Wardwell LLP, counsel for the Company, to have furnished to
the Representative its opinions dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to
the Representative.
(c)
The Company shall have requested and caused Maples & Calder, Cayman Islands counsel for the Company, to have furnished
to the Representative its opinions dated the Closing Date and addressed to the Representative, in a form reasonably acceptable
to the Representative.
(d)
The Representative shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters,
such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of
the Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto)
and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon such matters.
(e)
The Company shall have furnished to the Representative a certificate of the Company, signed by its Chief Executive Officer
and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, each Preliminary Prospectus, the Prospectus and any amendment or
supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering,
and this Agreement and that:
(i)
the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the
same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to such date;
(ii)
no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued
and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii)
since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive
of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory
Prospectus and the Prospectus (exclusive of any supplement thereto).
(f)
The Company shall have furnished to the Representative a certificate signed by the [Secretary or Assistant Secretary] of
the Company, dated the Closing Date, certifying (i) that the Amended and Restated Memorandum and Articles of Association of the
Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the
Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence
between the Company or its counsel and the Commission, and (iv) as to the incumbency of the officers of the Company. The documents
referred to in such certificate shall be attached to such certificate.
(g)
The Company shall have requested and caused Marcum to have furnished to the Representative, at the Execution Time and at
the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory
to the Representative.
(h)
Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement
(exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there
shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section
or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management,
properties, assets, rights, operations, condition (financial
or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect
of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and
adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated
by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any
supplement thereto).
(i)
Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates
and documents as the Representative may reasonably request.
(j)
FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements
of the transactions contemplated hereby.
(k)
The Offered Securities shall be duly listed subject to notice of issuance on the Nasdaq Capital Market, satisfactory evidence
of which shall have been provided to the Representative.
(l)
On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the
Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letter and the Registration
Rights Agreement.
(m)
At least one Business Day prior to the Closing Date or the settlement date, as applicable, the Company shall have caused
proceeds from the sale of the Private Placement Warrants to be deposited into the Trust Account such that the cumulative amount
deposited into the Trust Account as of such Closing Date or settlement date shall equal the product of the number of Units sold
in the public offering as of such Closing Date or settlement date and the public offering price per Unit as set forth on the cover
of the Prospectus.
(n)
No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to
Section 6(hh) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted
or shall have been threatened.
If any of the conditions specified in this
Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative
and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any
time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or
by telephone or facsimile confirmed in writing.
The documents required to be delivered by
this Section 7 and, if applicable, the last sentence of Section 4(c), shall be delivered at the office of Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for the Underwriters, at 300 South Grand Avenue, Suite 3400, Los Angeles, California, 90071, Attention:
Gregg A. Noel and Jonathan Ko, unless otherwise indicated herein, on the Closing Date or the applicable settlement date, as applicable.
8.
Indemnification and Contribution.
(a)
Indemnification of Underwriters. The Company will indemnify and hold harmless each Underwriter, its partners, members,
directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any
and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the
Act, the Exchange Act, other
Federal or state statutory law or regulation or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus,
any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written
Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection
with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever
(whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement
of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company
will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon
and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative
specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists
of the information described as such in subsection 8(b) below.
(b)
Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company,
each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified
Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject,
under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus,
the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication
or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a
material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representative
specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified
Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation
or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced,
based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred,
it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements
set forth under the heading “Underwriting”: (x) the sentence related to the Underwriter’s intention not
to make sales to discretionary accounts and (y) the paragraphs related to stabilization, syndicate covering transactions and
penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished
in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.
(c)
Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under subsection 8(a) or (b) above, notify the indemnifying party in writing of the commencement thereof;
but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection 8(a)
or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses)
by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability
that it may have to an indemnified party otherwise than under subsection 8(a) or (b) above. In
case any such action is brought against any indemnified party
and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein
and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party,
be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 8 for
any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement
of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.
(d)
Contribution. If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless
an indemnified party under subsection 8(a) or (b) above, then each indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection 8(a)
or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other from the Offering of the Offered Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received by the Company bear
to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection 8(d)
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection 8(d). Notwithstanding the provisions of this subsection 8(d),
no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered
Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in
this subsection 8(d) to contribute are several in proportion to their respective underwriting obligations and not joint. The
Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations referred to in this Section 8(d).
9.
Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities
agreed to be purchased by such Underwriter or Underwriters hereunder and the aggregate number of Offered Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Offered Securities that the
Underwriters are obligated to purchase on the Closing Date, the Representative may make arrangements satisfactory to the Company
for the purchase of such Offered Securities by other persons, including any of the Underwriters,
but if no such arrangements are made by the Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase
the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter
or Underwriters so default and the aggregate number of Offered Securities with respect to which such default or defaults occur
exceeds 10% of the total number of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements
satisfactory to the Representative and the Company for the purchase of such Offered Securities by other persons are not made within
36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the
Company, except as provided in Section 11 (provided that if such default occurs with respect to Optional Securities
after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior
to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter
under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.
10.
Termination. This Agreement shall be subject to termination in the absolute discretion of the Representative, by
notice given to the Company prior to delivery of and payment for the Offered Securities, if at any time prior to such delivery
and payment (i) trading in the Company’s Units, Ordinary Shares or Warrants shall have been suspended by the Commission,
or trading in securities generally on the New York Stock Exchange or the Nasdaq Capital Market shall have been suspended or limited
or minimum prices shall have been established on such exchange or trading market, (ii) a banking moratorium shall have been
declared either by Federal or New York State authorities, (iii) there shall have occurred a material disruption in commercial
banking or securities settlement or clearance services, (iv) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war, or other national or international calamity or crisis (including,
without limitation, an act of terrorism) or change in economic or political conditions the effect of which on financial markets
is such as to make it, in the sole judgment of the Representative, impractical or inadvisable to proceed with the offering or delivery
of the Offered Securities as contemplated by the Statutory Prospectus or the Prospectus (exclusive of any supplement thereto),
(v) since the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and
the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting
the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of
the Company, whether or not arising in the ordinary course of business, (vi) the enactment, publication, decree or other promulgation
of any statute, regulation, rule or order of any court or other governmental authority which in the opinion of the Representative
materially and adversely affects or may materially and adversely affect the business or operations of the Company,; or (vii) the
taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the opinion of the
Representative has a material adverse effect on the securities markets in the United States.
11.
Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties
and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made
by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling
person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters
is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof,
the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the
Underwriters pursuant to Section 8 hereof shall remain in effect notwithstanding any termination of this Agreement. In addition,
if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations
under Section 6 shall also remain in effect.
12.
Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered
or telegraphed and confirmed to the Representative at:
Credit Suisse Securities (USA) LLC,
Eleven Madison Avenue,
New York, N.Y. 10010-3629,
Attention: LCD-IBD;
with a copy to Underwriters’ counsel at:
Skadden, Arps, Slate, Meagher & Flom LLP,
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
Attention: Gregg A. Noel and Jonathan Ko;
or, if sent to the Company, will be mailed, delivered
or telegraphed and confirmed to it at:
Silver Spike Acquisition Corp.
1114 6th Ave, 41st Floor
New York, New York, 10036
Attention: Scott Gordon, Chief Executive Officer, and Gregory Gentile, Chief Financial Officer;
with a copy to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention: Deanna L. Kirkpatrick and Derek Dostal;
provided, however, that any notice to an Underwriter
pursuant to Section 8 hereof will be mailed, delivered or telegraphed and confirmed to such Underwriter.
13.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have
any right or obligation hereunder.
14.
Representation of Underwriters. The Representative will act for the several Underwriters in connection with this
financing, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.
15.
Counterparts. 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 Agreement.
16.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:
(a)
No Other Relationship. The Underwriters have been retained solely to act as an underwriter in connection with the
sale of Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has
been created in respect of any of the transactions contemplated by this Agreement or the Prospectus, irrespective of whether any
Underwriter has advised or is advising the Company on other matters;
(b)
Arms’ Length Negotiations. The price of the Offered Securities set forth in this Agreement was established
by the Company following discussions and arms’ length negotiations with the
Representative and the Company is capable of evaluating and
understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;
(c)
Absence of Obligation to Disclose. The Company has been advised that the Underwriters and their affiliates are engaged
in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have
no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship;
and
(d)
Waiver. The Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters
for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether
direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim
on behalf of or in right of the Company, including shareholders, employees or creditors of the Company.
17.
Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between
the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
18.
Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.
19.
Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New
York.
The Company and each Underwriter hereby
submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each
Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of
or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in
The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such
suit or proceeding in any such court has been brought in an inconvenient forum.
20.
WAIVER OF JURY TRIAL.
The
Company and each Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
21.
Recognition of the U.S. Special Resolution Regimes.
(a)
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will
be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement,
and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b)
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to
a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter
are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution
Regime if this Agreement were governed by the laws of the United States or a state of the United States.
22.
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.
“Act” shall mean the
Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Applicable Time” shall
mean [5:30 p.m.] (New York City time) on the date of this Agreement.
“BHC Act Affiliate” has
the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Business Day” shall
mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized
or obligated by law to close in New York City.
“Commission” shall mean
the U.S. Securities and Exchange Commission.
“Covered Entity” means
any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii)
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Rights” has
the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or
382.1, as applicable.
“Effective Date” shall
mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b)
Registration Statement became or becomes effective.
“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time” shall
mean the date and time that this Agreement is executed and delivered by the parties hereto.
“Free Writing Prospectus”
shall mean a free writing prospectus, as defined in Rule 405.
“Liquidation” shall mean
the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held by
the Public Shareholders pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association,
as amended, if the Company fails to consummate a Business Combination.
“Preliminary Prospectus”
shall mean any preliminary prospectus referred to in paragraph (s) of Section 2 above and any preliminary prospectus included
in the Registration Statement at the Effective Date that omits Rule 430A Information.
“Prospectus” shall mean
the prospectus relating to the Offered Securities that is first filed pursuant to Rule 424(b) after the Execution Time.
“Registration Statement”
shall mean the registration statements referred to in paragraph 2(a) above, including exhibits and financial statements and any
prospectus and prospectus supplement relating to the Offered Securities that is filed with the Commission pursuant to Rule 424(b)
and deemed part of such registration statement pursuant to Rule 430A, as amended at the Execution Time and, in the event any
post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall
also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be.
“Rule 158,” “Rule 172,”
“Rule 405,” “Rule 419,” “Rule 424(b),” “Rule 430A,”
“Rule 433,” “Rule 433(h)” and “Rule 462(b)” refer to such rules under
the Act.
“Rule 430A Information”
shall mean information with respect to the Offered Securities and the offering thereof permitted to be omitted from the Registration
Statement when it becomes effective pursuant to Rule 430A.
“Rule 462(b) Registration
Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating
to the offering covered by the registration statement referred to in Section 2(a) hereof.
“Statutory Prospectus”
shall mean (i) the Preliminary Prospectus dated [•], relating to the Offered Securities and (ii) the Time of Delivery
Information, if any, set forth on Schedule II hereto.
“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II
of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing is in accordance with the
Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon
it will become a binding agreement between the Company and the several Underwriters in accordance with its terms.
Very truly yours,
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Silver Spike Acquisition Corp. |
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By: |
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Name: [•] |
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Title: [•] |
[Signature Page to the Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed
and accepted as of the date first above written.
| Credit Suisse Securities (USA) LLC |
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| By: |
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Name: [•] |
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Title: [•] |
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Acting on behalf of itself and as
the Representative of the several Underwriters.
[Signature Page to the Underwriting Agreement]
SCHEDULE I
| Underwriter |
Number of
Firm Securities |
| Credit Suisse Securities (USA) LLC |
|
| Total |
25,000,000 |
SCHEDULE II
TIME OF DELIVERY INFORMATION
Silver Spike Acquisition Corp. priced 25,000,000
Units at $10.00 per Unit plus an additional 3,750,000 Units if the underwriters exercise their over-allotment option in full.
The underwriting discounts and commissions
shall be $0.550 per Unit, including $0.350 per Unit in the aggregate payable to the Underwriters for deferred underwriting commissions
to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance
with the Trust Agreement.
The Units will be issued pursuant to an
effective registration statement that has been previously filed with the Securities and Exchange Commission.
This communication shall not constitute
an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law
of any such state or jurisdiction.
Copies of the prospectus related to this
offering may be obtained from Credit Suisse Prospectus Department, One Madison Avenue, New York, NY 10010; tel: 1-800-221-1037,
e-mail: usa.prospectus@credit-suisse.com.
SCHEDULE III
SCHEDULE OF WRITTEN TESTING-THE-WATERS COMMUNICATIONS
Reference is made to the materials used in the testing the waters
presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication”
within the meaning of Rule 405 under the Act.
Exhibit A
[Form of Press Release]
Silver Spike Acquisition Corp.
[Date]
Silver Spike Acquisition Corp. (the “Company”)
announced today that Credit Suisse, the lead book-running manager in the Company’s recent public sale of Units, is [waiving]
[releasing] a lock-up restriction with respect to the Company’s [Class A Ordinary Shares] [Warrants] [Units] held by
[certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and
the securities may be sold on or after such date.
This press release is not an offer for sale of the securities
in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold
in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
Exhibit 3.2
THE COMPANIES LAW (2018 Revision)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
SILVER SPIKE ACQUISITION CORP.
(adopted
by special resolution dated [Date])
THE COMPANIES LAW (2018 Revision)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
SILVER SPIKE ACQUISITION CORP.
(adopted
by special resolution dated [Date])
| 1 | The name of the Company is Silver Spike Acquisition Corp. |
| 2 | 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. |
| 3 | The objects for which the Company is established are unrestricted and the Company shall have full
power and authority to carry out any object not prohibited by the laws of the Cayman Islands. |
| 4 | The liability of each Member is limited to the amount unpaid on such Member's shares. |
| 5 | 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. |
| 6 | 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. |
| 7 | 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. |
THE COMPANIES LAW (2018 Revision)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
SILVER SPIKE ACQUISITION CORP.
(ADOPTED BY SPECIAL RESOLUTION DATED [Date])
| 1.1 | 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: |
| "Articles" |
means these articles of association of the Company. |
| |
|
| "Audit Committee" |
means the audit committee of the Company formed pursuant to the Articles, or any successor audit committee. |
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|
| "Auditor" |
means the person for the time being performing the duties of auditor of the Company (if any). |
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|
| "Business Combination" |
means a merger, amalgamation, 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) must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Fund (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Fund) at the time of the agreement to enter into a Business Combination; and (b) must not be effectuated with another blank cheque company or a similar company with nominal operations. |
| |
|
| "business day" |
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" |
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" |
means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. |
| |
|
| "Class B Share" |
means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company. |
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|
| "Company" |
means the above named company. |
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|
| "Designated Stock Exchange" |
means any U.S. national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Capital Market. |
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|
| "Directors" |
means the directors for the time being of the Company. |
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|
| "Dividend" |
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. |
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|
| "Electronic Record" |
has the same meaning as in the Electronic Transactions Law. |
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|
| "Electronic Transactions Law" |
means the Electronic Transactions Law (2003 Revision) of the Cayman Islands. |
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|
| "Equity-linked Securities" |
means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. |
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|
| "Exchange Act" |
means the United States Securities Exchange Act of 1934, as amended. |
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|
| "Founders" |
means all Members immediately prior to the consummation of the IPO. |
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|
| "IPO" |
means the Company's initial public offering of securities. |
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|
| "IPO Redemption" |
has the meaning given to it in Article 49.5. |
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|
| "Member" |
has the same meaning as in the Statute. |
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|
| "Memorandum" |
means the memorandum of association of the Company. |
| |
|
| "Ordinary Resolution" |
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. |
| |
|
| "Over-Allotment Option" |
means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) sold in the IPO at a price equal to US$10.00 per unit, less underwriting discounts and commissions. |
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|
| "Preference Share" |
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" |
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 Price" |
has the meaning given to it in Article 49.5. |
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|
| "Register of Members" |
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" |
means the registered office for the time being of the Company. |
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|
| "Seal" |
means the common seal of the Company and includes every duplicate seal. |
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|
| "SEC" |
means the United States Securities and Exchange Commission. |
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|
| "Share" |
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" |
subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution. |
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|
| "Sponsor" |
means Silver Spike Sponsor LLC, a Delaware limited liability company. |
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|
| "Statute" |
means the Companies Law (2018 Revision) of the Cayman Islands. |
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|
| "Treasury Share" |
means a Share held in the name of the Company as a treasury share in accordance with the Statute. |
| |
|
| "Trust Fund" |
means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. |
| |
|
| "Underwriter" |
means an underwriter of the IPO from time to time and any successor or underwriter. |
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|
| (a) | words importing the singular number include the plural number and vice versa; |
| (b) | words importing the masculine gender include the feminine gender; |
| (c) | words importing persons include corporations as well as any other legal or natural person; |
| (d) | "written" and "in writing" include all modes of representing or reproducing
words in visible form, including in the form of an Electronic Record; |
| (e) | "shall" shall be construed as imperative and "may" shall be construed as permissive; |
| (f) | references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced; |
| (g) | 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; |
| (h) | 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); |
| (i) | headings are inserted for reference only and shall be ignored in construing the Articles; |
| (j) | any requirements as to delivery under the Articles include delivery in the form of an Electronic
Record; |
| (k) | 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 Law; |
| (l) | sections 8 and 19(3) of the Electronic Transactions Law shall not apply; |
| (m) | 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 |
| (n) | 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. |
| 2 | Commencement of Business |
| 2.1 | The business of the Company may be commenced as soon after incorporation of the Company as the
Directors shall see fit. |
| 2.2 | 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. |
| 3.1 | 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 of the Designated Stock Exchange and/or any competent regulatory
authority, 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 Share Conversion set out in the Articles. |
| 3.2 | 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. |
| 3.3 | 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. |
| 3.4 | The Company shall not issue Shares to bearer. |
| 4.1 | The Company shall maintain or cause to be maintained the Register of Members in accordance with
the Statute. |
| 4.2 | 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. |
| 5 | Closing Register of Members or Fixing Record Date |
| 5.1 | 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 requirements of the Designated Stock Exchange, provide
that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days. |
| 5.2 | 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. |
| 5.3 | 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. |
| 6.1 | A Member shall only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. 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. |
| 6.2 | 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. |
| 6.3 | 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. |
| 6.4 | 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. |
| 6.5 | Share certificates shall be issued within the relevant time limit as prescribed by the Statute,
if applicable, or as the Designated Stock Exchange 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. |
| 7.1 | Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument
of transfer provided that such transfer complies with applicable rules of the SEC and federal and state securities laws of the
United States. If the Shares in question were issued in conjunction with rights, options or warrants 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 option or warrant. |
| 7.2 | The instrument of transfer of any Share shall be in writing in the usual or common form or in a
form prescribed by the Designated Stock Exchange 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.
| 8 | Redemption, Repurchase and Surrender of Shares |
| 8.1 | Subject to the provisions of the Statute, and, where applicable, the rules of the Designated Stock
Exchange and/or any competent regulatory authority, 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: |
| (a) | Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
described in the Business Combination Article hereof; |
| (b) | Class B Shares held by the Founders shall be surrendered by the Founders on a pro rata basis for
no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Class B Shares will represent
20 per cent of the Company's issued Shares after the IPO; and |
| (c) | Public Shares shall be repurchased by way of tender offer in the circumstances set out in the Business
Combination Article hereof. |
| 8.2 | Subject to the provisions of the Statute, and, where applicable, the rules of the Designated Stock
Exchange and/or any competent regulatory authority, 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
and repurchases of Shares in the circumstances described at Articles 8.1(a), 8.1(b) and 8.1(c) above shall not require further
approval of the Members. |
| 8.3 | 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. |
| 8.4 | The Directors may accept the surrender for no consideration of any fully paid Share. |
| 9.1 | The Directors may, prior to the purchase, redemption or surrender of any Share, determine that
such Share shall be held as a Treasury Share. |
| 9.2 | 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). |
| 10 | Variation of Rights of Shares |
| 10.1 | 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 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. |
| 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. |
| 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. |
| 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.
| 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.
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 14.3 | The joint holders of a Share shall be jointly and severally liable to pay all calls in respect
thereof. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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.
| 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. |
| 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. |
| 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. |
| 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. |
| 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.
| 17 | Class B Share Conversion |
| 17.1 | The rights attaching to all Shares shall rank pari passu in all respects, and the
Class A Shares and Class B Shares shall vote together as a single class on all matters (subject to the Variation of Rights
of Shares Article, the Appointment and Removal of Directors
Article, and the Business Combination Article hereof) with the exception that the holder of a
Class B Share shall have the Conversion Rights referred to in this Article. |
| 17.2 | Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the "Initial
Conversion Ratio") on the first business day following the closing of a Business Combination. |
| 17.3 | Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any
other Equity-linked Securities convertible or exercisable for Class A Shares, are issued or deemed issued in excess of the amounts
issued in the IPO and related to the closing of a Business Combination, the ratio at which 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 adjustment) so that
the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, on an as-converted basis,
20 per cent of the sum of all Class A Shares and Class B Shares issue upon completion of the IPO plus the number of Class A Shares
and Equity-linked Securities issued or deemed issued in connection with a Business Combination (net of redemptions pursuant to
Article 49 hereof), excluding any Class A Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business
Combination and any private placement warrants issued to the Sponsor, affiliates of the Sponsor, or any of the officers of the
Company or Directors. |
| 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. |
| 17.5 | The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share
split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by
reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification
or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing
of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation
of the Class B Shares in issue. |
| 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. |
| 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. |
| 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. |
| 18 | Amendments of Memorandum and Articles of Association and Alteration of Capital |
| 18.1 | The Company may by Ordinary Resolution: |
| (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; |
| (b) | consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares; |
| (c) | convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares
of any denomination; |
| (d) | 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 |
| (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. |
| 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. |
| 18.3 | Subject to the provisions of the Statute, the provisions of the Articles as regards the matters
to be dealt with by Ordinary Resolution, Article 29.4, the Company may by Special Resolution: |
| (b) | alter or add to the Articles (subject to Article 29.4); |
| (c) | alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
and |
| (d) | reduce its share capital or any capital redemption reserve fund. |
| 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.
| 20.1 | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
| 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 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 (beginning in 2020) at ten o'clock in
the morning. At these meetings the report of the Directors (if any) shall be presented. |
| 20.3 | The Directors, the chief executive officer or the chairman of the board of Directors may call general
meetings, and they shall on a Members' requisition forthwith proceed to convene an extraordinary general meeting of the Company. |
| 20.4 | A Members' requisition is a requisition of Members holding at the date of deposit of the requisition
not less than thirty 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. |
| 20.5 | 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. |
| 20.6 | 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.
| 20.7 | 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. |
| 20.8 | Members seeking to bring business before the annual general meeting or to nominate candidates for
election as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later
than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date
of the annual general meeting. |
| 21 | Notice of General Meetings |
| 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: |
| (a) | in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat;
and |
| (b) | in the case of an extraordinary general meeting, by a majority in number of the Members having
a right to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving
that right. |
| 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. |
| 22 | Proceedings at General Meetings |
| 22.1 | No business shall be transacted at any general meeting unless a quorum is present. The holders
of a majority 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. |
| 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. |
| 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. |
| 22.4 | 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. |
| 22.5 | 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. |
| 22.6 | 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. |
| 22.7 | 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. |
| 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. |
| 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. |
| 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.
| 22.11 | A resolution put to the vote of the meeting shall be decided on a poll. |
| 22.12 | 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. |
| 22.13 | 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. |
| 22.14 | In the case of an equality of votes the chairman shall be entitled to a second or casting vote. |
| 23.1 | Subject to any rights or restrictions attached to any Shares, including as set out at Article 29.4,
every Member present in any such manner shall have one vote for every Share of which he is the holder. |
| 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. |
| 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 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. |
| 23.4 | 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. |
| 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 chairman whose decision shall
be final and conclusive. |
| 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.
| 23.7 | 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. |
| 24.1 | 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. |
| 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. |
| 24.3 | 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. |
| 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. |
| 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. |
| 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 he represents as the corporation could exercise
if it were an individual Member. |
| 25.2 | 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)). |
| 26 | 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.
| 27.1 | 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. |
| 27.2 | The Directors shall be divided into two classes: Class I and Class II. The number of Directors
in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution
classify themselves as Class I or Class II Directors. The Class I Directors shall stand elected for a term expiring at the Company’s
first annual general meeting and the Class II Directors shall stand elected for a term expiring at the Company’s second annual
general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter,
Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the second succeeding
annual general meeting after their election. 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 election of Directors and/or the removal of one
or more Directors and the filling of any vacancy in that connection, 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 a majority of the Class A and Class B Shares (or,
prior to the closing of a Business Combination, holders of the Class B Shares). All Directors shall hold office until the expiration
of their respective terms of |
office and until
their successors shall have been elected and qualified. A Director elected to fill a vacancy resulting from the death, resignation
or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall
have created such vacancy and until his successor shall have been elected and qualified.
| 28.1 | 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. |
| 28.2 | 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. |
| 28.3 | 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. |
| 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. |
| 29 | Appointment and Removal of Directors |
| 29.1 | Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders
of the Class B Shares appoint any person to 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 closing of a Business Combination holders of Class A Shares shall have no
right to vote on the appointment or removal of any Director. |
| 29.2 | 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. |
| 29.3 | After the closing 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. |
| 29.4 | Article 29.1 may only be amended by a Special Resolution passed by at least 90 per cent 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. |
| 30 | Vacation of Office of Director |
The office of a Director shall
be vacated if:
| (a) | the Director gives notice in writing to the Company that he resigns the office of Director; or |
| (b) | the Director absents himself (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 he has by reason of such absence vacated office; or |
| (c) | the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors
generally; or |
| (d) | the Director is found to be or becomes of unsound mind; or |
| (e) | 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. |
| 31 | Proceedings of Directors |
| 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 two if there are two or more Directors, and shall be one if there is only one Director. |
| 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 chairman
shall have a second or casting vote. |
| 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 chairman is located
at the start of the meeting. |
| 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.
| 31.5 | A Director may, or other officer of the Company 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. |
| 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. |
| 31.7 | 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 fifteen 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. |
| 31.8 | 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. |
| 31.9 | A 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. |
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 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 who voted in favour of such action.
| 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 his office of Director for such period and on such terms as to remuneration and otherwise as the
Directors may determine. |
| 33.2 | A 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. |
| 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 him as a director or officer of,
or from his interest in, such other company. |
| 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 he is interested provided
that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its
consideration and any vote thereon. |
| 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 he has an interest, and after such
general notice it shall not be necessary to give special notice relating to any particular transaction. |
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.
| 35 | Delegation of Directors' Powers |
| 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. 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.
| 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. |
| 35.3 | 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. |
| 35.4 | 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. |
| 35.5 | The Directors may appoint such officers of the Company (including, for the avoidance of doubt and
without limitation, any chairman of the board of Directors, chief executive officer, president, chief operating officer, chief financial
officer, vice-presidents, secretary, assistant secretary, treasurer or any other officers as may be determined by the Directors)
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. |
| 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.
| 37 | Remuneration of Directors |
| 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 by the Company to any Director prior to the consummation of a
Business Combination. The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled
to be paid all 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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.
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 39.8 | No Dividend or other distribution shall bear interest against the Company. |
| 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.
| 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. |
| 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. |
| 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. |
| 42.1 | The Directors may appoint an Auditor of the Company who shall hold office on such terms as the
Directors determine. |
| 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 Designated Stock
Exchange, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal
written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition
and responsibilities of the Audit Committee shall comply with the rules and regulations of the SEC and the Designated Stock Exchange. |
| 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. |
| 42.4 | The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists). |
| 42.5 | If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming
incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill
the vacancy and determine the remuneration of such Auditor. |
| 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 of the Company such information and
explanation as may be necessary for the performance of the duties of the Auditor. |
| 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. |
| 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). Notice may also be served in accordance
with the requirements of the Designated Stock Exchange. |
| 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. |
| 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. |
| 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. |
| 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: |
| (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 |
| (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.
| 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. |
| 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, 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. |
| 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. |
| 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. |
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.
| 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.
| 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.
| 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 any Business Combination
and the distribution of the Trust Fund pursuant to this Article. In the event of a conflict between this Article and any other
Articles, the provisions of this Article shall prevail. |
| 49.2 | Prior to the consummation of any Business Combination, the Company shall either: |
| (a) | submit such Business Combination to its Members for approval; or |
| (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 Fund, calculated as
of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Fund (net of
taxes 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 any Business
Combination. |
| 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 Business Combination, it shall file tender offer documents with the SEC prior to completing a
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 Member vote 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 SEC.
| 49.4 | At a general meeting called for the purposes of approving a Business Combination pursuant to this
Article, in the event that a Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate
a Business Combination, provided that the Company shall not consummate any Business Combination unless the Company has net tangible
assets of at least US$5,000,001 upon such consummation, or any greater net tangible asset or cash requirement that may be contained
in the agreement relating to, a Business Combination. |
| 49.5 | Any Member holding Public Shares who is not a Founder, officer of the Company or Director may,
in connection with any vote on a Business Combination, elect to have their Public Shares redeemed for cash (the "IPO Redemption"),
provided that no such Member acting together with any affiliate of his or any other person with whom he is 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 per cent of the Public Shares in the aggregate without the prior
consent of the Company. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is 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 Fund calculated as of two business days prior to the consummation of the Business Combination, including
interest (which interest shall be net of taxes payable), divided by the number of then issued Public Shares (such redemption price
being referred to herein as the "Redemption Price"). The Company shall not redeem Public Shares that would cause
the Company’s net tangible assets to be less than US$5,000,001 (the “Redemption Limitation”). |
| (a) | the Company does not consummate a Business Combination by 24 months from the consummation of the
IPO, the Company shall: (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 Fund, including interest (less up to US$100,000 of interest to pay dissolution expenses, and
which interest shall be net of taxes payable), 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 (iii)
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 to its obligations under Cayman Islands law to provide for claims of creditors and other
requirements of applicable law; and |
| (b) | if any amendment is made to this Article (i) that would modify the substance or timing of
the Company's obligation to (x) provide for the redemption of the Public Shares in connection with a Business Combination or (y)
redeem 100 per cent of the Public Shares |
if the Company
has not consummated an initial Business Combination within 24 months from the consummation of the IPO or (ii) with respect to any
other provision relating to Members’ rights or pre-initial Business combination Activity, including any amendment to Article
49.10 or 49.11, each holder of Public Shares who is not a Founder, officer of the Company or Director shall be provided with the
opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Fund, including interest (which interest shall be net of taxes payable), 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.
| 49.7 | A holder of Public Shares shall be entitled to receive distributions from the Trust Fund 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 Fund 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 Fund. |
| 49.8 | After the issue of Public Shares, and prior to the consummation of a Business Combination, the
Directors shall not issue additional Shares or any other securities that would entitle the holders thereof to (i) receive funds
from the Trust Fund or (ii) vote as a class with Public Shares (a) on any Business Combination or (b) to approve an amendment to
the Articles to (x) extend the 24 month limits in this Article 49 or (y) amend this Article 49.8. |
| 49.9 | A Director may vote in respect of any 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. |
| 49.10 | In the event the Company’s units are listed on the Nasdaq Capital Market, the Company’s
initial Business Combinations must be with one or more operating businesses or assets with an aggregate fair market value of at
least 80 per cent of the assets held in the Trust Fund (excluding the amount of deferred underwriting discounts held in the Trust
Fund and taxes payable on the income earned on the Trust Fund) at the time of the Company's signing a definitive agreement in connection
with the Business Combination. An initial Business Combination must not be effectuated with another blank cheque company or a similar
company with nominal operations. |
| 49.11 | In the event the Company enters into a Business Combination with a target business in the cannabis
industry, the Company’s board of Directors must determine that such target business is compliant with all applicable laws
and regulations within the jurisdictions in which they are located or operate. The Company will not invest in, or consummate a
Business Combination with, a target business that the Company’s board of Directors determines has been operating, or whose
business plan is to operate, in violation of U.S. federal laws, including the U.S. Controlled Substances Act. |
| 49.12 | The Company may enter into a Business Combination with a target business that is affiliated with
the Sponsor, the Directors or executive officers of the Company. In the event the Company seeks to complete an initial Business
Combination with a target that is affiliated with the Sponsor, |
executive officers
or Directors, the Company, or a committee of independent Directors, will obtain an opinion from an independent investment banking
firm, or from an independent accounting firm, that such initial Business Combination is fair to the Company from a financial point
of view.
Exhibit
4.1
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| NUMBER |
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UNITS |
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| U- |
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SEE
REVERSE FOR
CERTAIN
DEFINITIONS |
|
SILVER SPIKE ACQUISITION CORP. |
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|
CUSIP [·] |
UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE WARRANT,
EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE
| |
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| THIS CERTIFIES
THAT |
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| is the owner of |
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Units. |
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Each Unit (“Unit”)
consists of one (1) Class A ordinary share, par value $0.0001 per share (“Class A ordinary shares”),
of Silver Spike Acquisition Corp., a Cayman Islands exempted company (the “Company”), and one-half (1/2)
of one warrant (“Warrant”). Each whole Warrant entitles the holder to purchase one (1) Class A ordinary
share (subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each Warrant
will become exercisable on the later of (i) 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 (ii) twelve (12) months from the closing of the Company’s
initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years
after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation. The
Class A ordinary shares and Warrants comprising the Units represented by this certificate will begin separate trading on [·],
2019 unless Credit Suisse Securities (USA) LLC 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. No fractional Warrants will be issued upon separation of the Units. The terms of the Warrants are governed
by a Warrant Agreement, dated as of [·], 2019, 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.
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Chief Executive Officer |
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Silver
Spike Acquisition Corp.
The Company will furnish without
charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.
The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:
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as tenants by the entireties |
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as joint tenants with
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under
Uniform Gifts to Minors |
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survivorship |
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and not as tenants in
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Act _______________________ |
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Additional abbreviations may
also be used though not in the above list.
For value received, hereby
sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE |
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(PLEASE PRINT
OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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:
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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:
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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).
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In each case, as more fully described
in the Company’s final prospectus dated [·], 2019, 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 [·],
2021, (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 [·], 2021 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
SILVER SPIKE ACQUISITION CORP.
INCORPORATED UNDER THE LAWS OF THE CAYMAN
ISLANDS
CLASS A ORDINARY SHARES
SEE REVERSE FOR
CERTAIN DEFINITIONS
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CUSIP [ ] |
SILVER SPIKE ACQUISITION CORP.
(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 [·],
2021 all as more fully described in the Company’s final prospectus dated [·],
2019.
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:
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as tenants in common |
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UNIF GIFT MIN ACT - |
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Custodian |
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as tenants by the entireties |
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(Cust) |
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(Minor) |
| JT TEN – |
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as joint tenants with
right of survivorship and not as
tenants in common
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under Uniform Gifts to Minors |
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Act______________________ |
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(State) |
Additional abbreviations may also be used
though not in the above list.
SILVER SPIKE ACQUISITION CORP.
The Company will furnish without charge to each shareholder
who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class
of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.
This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the 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
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(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)) |
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))
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
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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 [·], 2019, 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 [·], 2021, (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 [·],
2021 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
SILVER SPIKE ACQUISITION CORP.
Incorporated Under the Laws of the Cayman Islands
CUSIP [·]
Warrant Certificate
This Warrant Certificate certifies that , or registered
assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase Class A ordinary shares, $0.0001 par value (“Class A ordinary shares”), of Silver Spike Acquisition
Corp., 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 whole 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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SILVER SPIKE ACQUISITION CORP. |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT |
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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 [·], 2019 (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 Silver Spike Acquisition Corp. (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: , 20
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(Address) |
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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
SILVER SPIKE
ACQUISITION CORP.
and
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY
THIS WARRANT
AGREEMENT (this “Agreement”), dated as of , 2019, is by and between Silver Spike Acquisition Corp.,
a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, as warrant agent (the “Warrant Agent”).
WHEREAS,
on , 2019 the Company entered into that certain Sponsor Warrants Purchase Agreement with Silver Spike Sponsor, LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate
of 7,000,000 warrants (or up to 7,750,000 warrants if the Over-allotment Option (as defined below) in connection with the Company’s
Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and any closing of the Over-allotment
Option, if applicable) bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”)
at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant 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 certain of the Company’s officers and directors may, but are not obligated
to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an
additional 1,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant; and
WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s
equity securities (the “Units”), 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 warrant (the “Public
Warrants” and, together with the Private Placement Warrants, the “Warrants”), and, in
connection therewith, has determined to issue and deliver up to 14,375,000 Public Warrants (including up to 1,875,000 Public Warrants
subject to the Over-allotment Option) to public investors in the Offering. Each whole Public Warrant entitles the holder thereof
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described
herein; and
WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, File No. 333-232734 (the “Registration
Statement”)
and 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,
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, and immunities of the Company, the Warrant Agent and the holders of the Warrants;
and
WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.
2. Warrants.
2.1. Form
of Warrant. Each Warrant shall initially be issued in registered form only.
2.2. Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to
this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3. Registration.
2.3.1. Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of 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. 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 institutions that
have accounts with The Depository Trust Company (the “Depositary”) (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 Public Warrant, and the Company shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall be
in the form annexed hereto as Exhibit A.
Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, Chief Operating Officer, Secretary or other principal officer of the Company. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at
the date of issuance.
2.3.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
2.4. Detachability
of Warrants. The 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 Credit Suisse Securities (USA) LLC, 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 Commission containing an
audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then
received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the
“Over-allotment Option”), if the Over-allotment Option is exercised 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. No
Fractional Warrants Other Than as Part of Units. 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 whole Public Warrant. If, upon the detachment
of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company
shall round down to the nearest whole number the number of Warrants to be issued to such holder.
2.6. Private
Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they
are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants may be exercised
for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private Placement
Warrants (including the Class A ordinary shares issuable upon exercise of the Private
Placement
Warrants) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an
initial Business Combination, and (iii) the Private Placement Warrants shall not be redeemable by the Company; provided, however,
that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares held by the Sponsor or any of its
Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders
thereof:
(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 Delaware or the Sponsor’s limited liability company agreement, as amended from time to time, upon
dissolution of the Sponsor; and
(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, in the case of clauses (a) through (e) and (g), these permitted transferees (the “Permitted
Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions
in this Agreement.
3. Terms
and Exercise of Warrants.
3.1. Warrant
Price. Each whole Warrant (if in certificated form, when countersigned by the Warrant Agent), shall entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Class
A ordinary shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1 The term “Warrant Price” as used in
this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,”
to the extent permitted hereunder) 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
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes 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”), and (ii) the date that is twelve (12) months from the
date of the closing of the Offering, and terminating at 5:00 p.m., New York City time, on the earliest to occur of: (x) the date
that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of
the Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from
time to time, if the Company fails to complete a Business Combination, or (z) other than with respect to the Private Placement
Warrants then held by the Sponsor or any of its Permitted Transferees, the Redemption Date (as defined below) as provided in Section 6.2
hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant
shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below
with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined
below) (other than with respect to a Private Placement Warrant then held by the Sponsor or any of its Permitted Transferees) in
the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private
Placement Warrant held by the Sponsor or any of its Permitted Transferees in the event of a redemption) 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 term “outstanding” as used in this Agreement with
respect to any securities shall mean securities that are issued and outstanding. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty
(20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such
extension shall be identical in duration among all the Warrants.
3.3. Exercise
of Warrants.
3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, (if in certificated form, when countersigned by the Warrant
Agent), may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office
of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the Warrant, duly executed (or, in the case of Warrants held through the Depositary in uncertificated or book-entry only
form, through the applicable procedures of the Depositary), and by paying in full the Warrant Price for each Class A ordinary
share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the Class A ordinary shares and the issuance of such Class A ordinary shares, as follows:
(a) in
lawful money of the United States, in good certified check or wire payable to the Warrant Agent;
(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 excess of the “Fair
Market Value” (as defined in this subsection 3.3.1(b)) over the exercise price of the Warrants
by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Fair
Market Value” shall mean the average last reported 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;
(c) with
respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or any of its Permitted
Transferees, 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 excess of the “Fair
Market Value” (as defined in this subsection 3.3.1(c)) over the exercise price of the Warrants
by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market
Value” shall mean the average last reported 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 notice of exercise of the Private Placement Warrant is sent to the Warrant
Agent; or
(d) as
provided in Section 7.4 hereof.
3.3.2. Issuance
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 he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register
of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned
Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. 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 covering the issuance of
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 have 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 Class A ordinary shares underlying
such Unit. In no event will the Company be required to net cash settle any Warrant. 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 an Class A ordinary shares, the Company shall round down to the
nearest whole number, the number of Class A ordinary shares to be issued to such holder.
3.3.3. Valid
Issuance. All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and non-assessable.
3.3.4. Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Class A ordinary shares
is issued and who is registered in the register of members of the Company 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 register of members 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 close 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 he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”)
of the 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 its affiliates 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 its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding 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 Commission as the case
may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer
& Trust Company, as transfer agent (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 its 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. Stock
Dividends.
4.1.1. Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
Class A ordinary shares is increased by a capitalization or share 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 share dividend, split-up or similar event,
the number of Class A ordinary shares issuable on exercise of each 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 holders to purchase
Class A ordinary shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend
of a number of Class A ordinary shares equal to the product of (i) 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) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in
such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (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) “Fair Market Value” means the volume weighted average
price of 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, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other
securities 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 Class A ordinary shares
in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A 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 redeem 100% of its public 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 or (e) 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 the Board, in good faith) of any securities or other assets paid on each Class
A ordinary shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the
per share amounts of all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period
ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of Class A ordinary shares issuable on exercise of each Warrant) does not
exceed $0.50 (being 5% of the offering price of the Units in the Offering).
4.2. Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of
outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share split or reclassification of Class
A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split,
reclassification or similar event, the number of 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 Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants
is adjusted, as provided in subsection 4.1.1 or 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. In addition, if (x) the Company issues 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 the Board, and in the case of any such issuance to the Sponsor or
its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor or such
affiliates, as applicable, prior to such issuance) (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 completion of a the
initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s
ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company
consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share,
the Warrant Price will be adjusted (to the nearest cent) 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 described in Section 6.1 will be adjusted (to the nearest cent) to be equal to 180%
of the higher of the Market Value and the Newly Issued Price.
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 under Section 4.1 or Section 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 or conversion of the Company as 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 or 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 holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior
to such event (the “Alternative Issuance”); provided, however, that (i) if the holders
of the Class A ordinary shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind
and amount received per share by the holders of the Class A ordinary shares in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of
the Class A ordinary shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by shareholders of the Company as provided for in the Company’s amended and restated memorandum and articles
of association or as a result of the repurchase of Class A ordinary shares by the Company if a proposed initial Business Combination
is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or
exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within
the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such
affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor
rule)) more than 50% of the outstanding Class A ordinary shares, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a
shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to
the adjustments provided for in this Section 4; provided further that if less than 70% of the consideration
receivable by the holders of the Class A ordinary shares in the applicable
event
is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if
the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation
of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price
shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant
Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the
consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial
Markets (“Bloomberg”). For purposes of calculating such amount, (i) Section 6
of this Agreement shall be taken into account, (ii) the price of each Class A ordinary shares shall be 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
effective date of the applicable event, (iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function
on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event and (iv)
the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the
Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Class A ordinary shares consists
exclusively of cash, the amount of such cash per Class A ordinary shares, and (ii) in all other cases, 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
effective date of the applicable event. If any reclassification or reorganization also results in a change in Class A ordinary
shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1
or Sections 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. Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in Sections 4.1, 4.2, 4.3
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.
4.6. No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional 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.
4.7. Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement; 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.
4.8. 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; provided, however, that under no circumstances shall
the Warrants be adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection
with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.
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 certificated warrants, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case
of certificated warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.
5.2. Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement 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. 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 5.6 shall have no
effect on any transfer of Warrants on and after the Detachment Date.
6. Redemption.
6.1. Redemption.
Subject to Section 6.4 hereof, 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 office 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 (the “Redemption Price”), provided that the last sales price of the Class A ordinary shares
reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on
each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on
which notice of the redemption is given and provided that there is an effective registration statement covering the 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.
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 (the “30-day Redemption Period”) to the Registered Holders of the Public 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) 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,
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.
6.4. Exclusion
of Private Placement Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to
the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor
or any of its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees
under Section 2.6), the Company may redeem the Private Placement Warrants pursuant to Section 6.1,
provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants
to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.3. Private Placement
Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement
Warrants and shall become Public Warrants under this Agreement.
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 closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration
statement covering the issuance, under the Securities Act, 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 closing
of the Business Combination, holders of the applicable Warrants shall have the right, during the period beginning on the 61st
Business
Day
after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission,
and during any other period when the Company shall fail to have maintained an effective registration statement covering the Class
A ordinary shares issuable upon exercise of the applicable 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 excess of the “Fair Market Value” (as defined below) over
the exercise price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1,
“Fair Market Value” shall mean 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 date that notice of exercise is received by the Warrant
Agent from the holder of such Warrants or its securities broker or intermediary. 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 United
States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act
(or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided
in subsection 7.4.2, 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, (i) require holders of Public Warrants who exercise
Public Warrants to exercise such Public 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 (ii) 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. If the Company does not elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants
to exercise such Public Warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify for
sale the Class A ordinary shares issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence
in those states in which the Public Warrants were initially offered by the Company 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 shares.
8.2. Resignation,
Consolidation, or Merger of Warrant Agent.
8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.
8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the 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 such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.
8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.
8.4. Liability
of Warrant Agent.
8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer,
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 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, out-of-pocket 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 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 non-assessable.
8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of 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 Continental Stock Transfer & Trust Company 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:
Silver Spike Acquisition Corp.
1114 6th Ave, 41st Floor
New York, New York, 10036
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
One State Street, 30th Floor
New York, New York 10004
Attention: Compliance Department
9.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.
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 office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.
9.6. Counterparts.
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 curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private
Placement Warrants, shall require the vote or written consent of the Registered Holders of 65% 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.
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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SILVER SPIKE ACQUISITION CORP. |
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By: |
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Name: Scott Gordon |
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Title: Chief Executive Officer |
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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: |
[Signature
Page - 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
SILVER SPIKE ACQUISITION CORP.
Incorporated Under the Laws of the Cayman Islands
CUSIP [·]
Warrant
Certificate
This Warrant Certificate
certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Class A
ordinary shares”), of Silver Spike Acquisition Corp., 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 whole 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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SILVER SPIKE ACQUISITION CORP. |
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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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[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 [·],
2019 (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 Silver Spike Acquisition Corp. (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: , 20
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(Signature) |
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(Address) |
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(Tax Identification Number) |
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 HEREBY 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 SILVER SPIKE ACQUISITION CORP. (THE “COMPANY”),
SILVER SPIKE SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR
TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED
IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN)
EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO
BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES
EVIDENCED 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.”
NO. WARRANT
Exhibit 5.1
| Our ref |
LMY/760200-000001/59666979v4 |
|
Silver Spike Acquisition Corp.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
25 July 2019
Silver Spike Acquisition Corp.
We have acted as counsel as to Cayman Islands
law to Silver Spike Acquisition Corp. (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") related to the offering and sale to the public of:
| (a) | up to 25,000,000 units ("Units"), each Unit consisting of one Class A ordinary
share of the Company of a par value of US$0.0001 each ("Ordinary Shares") and one-half of one redeemable warrant,
each whole warrant exercisable to purchase one Ordinary Share at a price of US$11.50 per Ordinary Share ("Warrants"); |
| (b) | up to 3,750,000 Units ("Over-Allotment Units"), which the several underwriters,
for whom Credit Suisse Securities (USA) LLC is acting as representative (the "Representative"), will have a right
to purchase from the Company to cover over allotments, if any; |
| (c) | all Ordinary Shares and Warrants issued as part of the Units and the Over-Allotment Units. |
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:
| 1.1 | The certificate of incorporation dated 7 June 2019 and the memorandum and articles of association
of the Company as registered or adopted on 7 June 2019 (the "Memorandum and Articles"). |
| 1.2 | The written resolutions of the board of directors of the Company dated 8 June 2019 (the "Resolutions")
and the corporate records of the Company maintained at its registered office in the Cayman Islands. |
| 1.3 | A certificate of good standing with respect to the Company issued by the Registrar of Companies
(the "Certificate of Good Standing"). |
| 1.4 | A certificate from a director of the Company a copy of which is attached to this opinion letter
(the "Director's Certificate"). |
| 1.5 | The Registration Statement. |
| 1.6 | A draft of the form of the unit certificate representing the Units and the Over-Allotment Units
(the "Unit Certificates"). |
| 1.7 | A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants
(the "Warrant Documents"). |
| 1.8 | A draft of the underwriting agreement between the Company and the Representative (the "Underwriting
Agreement"). |
(The documents listed
in paragraphs 1.6 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:
| 2.1 | 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). |
| 2.2 | 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). |
| 2.3 | 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). |
| 2.4 | 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. |
| 2.5 | All signatures, initials and seals are genuine. |
| 2.6 | 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. |
| 2.7 | 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 Over-Allotment Units, the Warrants or the Ordinary Shares. |
| 2.8 | 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. |
| 2.9 | 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 Law (2019 Revision) and the Terrorism Law (2018 Revision), respectively). |
| 2.10 | 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. |
| 2.11 | The Company will receive money or money's worth in consideration for the issue of the Ordinary
Shares and none of the Ordinary Shares were or will be issued for less than par value. |
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:
| 3.1 | 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. |
| 3.2 | The Ordinary Shares to be offered and issued by the Company as contemplated by the Registration
Statement 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, such 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). |
| 3.3 | The execution, delivery and performance of the Unit Certificates and the Warrant Documents have
been authorised by and on behalf of the Company and, once the Unit Certificates and the Warrant Documents have been executed and
delivered by any director or officer of the Company, the Unit Certificates 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. |
The opinions expressed above are subject
to the following qualifications:
| 4.1 | The term "enforceable" as used above means that the obligations assumed by the
Company under the Documents are of a type which the courts of the Cayman Islands will enforce. It does not mean that those obligations
will necessarily be enforced in all circumstances in accordance with their terms. In particular: |
| (a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment
of debts or moratorium or other laws of general application relating to or affecting the rights of creditors; |
| (b) | 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; |
| (c) | 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 |
| (d) | 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. |
| 4.2 | 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. |
| 4.3 | 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 Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court. |
| 4.4 | Except as specifically stated herein, we make no comment with respect to any representations and
warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter
or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter. |
| 4.5 | 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).
We hereby consent to the filing of this
opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters"
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.
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
Maples and Calder
Silver Spike Acquisition Corp.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
25 July 2019
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Silver Spike Acquisition Corp. (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:
| 1 | The Memorandum and Articles remain in full force and effect and are unamended. |
| 2 | 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. |
| 3 | 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. |
| 4 | 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 7,187,000 Class B ordinary shares, which have
been have been duly authorised and are validly issued as fully-paid and non-assessable. |
| 5 | The shareholders of the Company (the "Shareholders") have not restricted the powers
of the directors of the Company in any way. |
| 6 | The directors of the Company at the date of the Resolutions and at the date of this certificate
were and are Scott Gordon and William Healy. |
| 7 | 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. |
| 8 | Prior to, at the time of, and immediately following the approval of the transactions the subject
of 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 the subject of 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.
| 9 | 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. |
| 10 | 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. |
| 11 | 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. |
| 12 | 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. |
| 13 | 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 Ordinary Shares. |
| 14 | The 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). |
| 15 | 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. |
| 16 | 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. |
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.
| Signature: |
/s/ Scott Gordon |
| Name: |
Scott Gordon |
| Title: |
Chief Executive Officer and Chairman |
(Signature
page to Director's Certificate 5.1 Legal Opinion Maples and Calder re
Silver Spike
Acquisition Corp.)
Exhibit
5.2
OPINION OF DAVIS POLK & WARDWELL
LLP
July 25, 2019
Silver Spike Acquisition Corp.
1114 6th Ave, 41st Floor
New York, New York, 10036
Ladies and Gentlemen:
Silver Spike Acquisition Corp., a Cayman Islands exempted company
(the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1
(the “Registration Statement”) and the related prospectus (the “Prospectus”) for the purpose
of registering under the Securities Act of 1933, as amended (the “Securities Act”), 28,750,000 units of the
Company (the “Units”), including 3,750,000 Units subject to the Underwriters’ (as defined below) over-allotment
option, as described in the Registration Statement. Each Unit consists of:
| (i) | one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Shares”) for an aggregate
of up to 28,750,000 (including up to 3,750,000 Shares included in the Units subject to the Underwriters’ over-allotment option);
and |
| (ii) | one-half of one warrant (collectively, the “Warrants”), with each Warrant entitling the holder to purchase
one Share, for an aggregate of up to 14,375,000 Warrants (including up to 1,875,000 Warrants included in the Units subject to the
Underwriters’ over-allotment option) to be issued under a warrant agreement (the “Warrant Agreement”)
to be entered into by the Company and Continental Stock Transfer & Trust Company, as Warrant Agent (the “Warrant Agent”), |
offered pursuant to the terms of an underwriting agreement (the
“Underwriting Agreement”) to be executed by the Company and Credit Suisse Securities (USA) LLC, as representative
of the underwriters named therein (the “Underwriters”). To the extent that there are no additional Underwriters
named in the Underwriting Agreement other than Credit Suisse Securities (USA) LLC, the term representative as used herein shall
mean Credit Suisse Securities (USA) LLC, as Underwriter, and the term Underwriters shall mean either the singular or plural as
the context requires.
We, as your counsel, have examined originals or copies of such
documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for
the purpose of rendering this opinion.
In rendering the opinions expressed herein, we have, without
independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii)
all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the
Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that
we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements
in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations
made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions
and qualifications set forth below, we advise you that, in our opinion:
| 1. | Each Unit, when such Unit has been delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting
Agreement, will be a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles
of general applicability. |
| 2. | Each Warrant included in the Units, when such Unit has been delivered to and paid for by the Underwriters in accordance with
the terms of the Underwriting Agreement, will be a valid and binding agreement of the Company, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability. |
In connection with the opinions expressed above, we have assumed
that at or prior to the time of the delivery of any Units, (i) the Board of Directors of the Company shall have duly established
the terms of the Units and the 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 Company is, and shall remain, validly existing as a
corporation under the laws of the Cayman Islands; (iii) the Registration Statement shall have been declared effective and such
effectiveness shall not have been terminated or rescinded; (iv) the Warrant Agreement to be entered into in connection with the
Warrants has been duly authorized, executed and delivered by the Warrant Agent and the Company, and is a valid, binding and enforceable
agreement of each party thereto; and (v) there shall not have occurred any change in law affecting the validity or enforceability
of the Units or the Warrants included therein. We have also assumed that the (i) terms of any security whose terms are established
subsequent to the date hereof and the issuance, execution, delivery and performance by the Company of any such security (a) require
no action by or in respect of, or filing with, any governmental body, agency or official and (b) do not contravene, or constitute
a default under, any provision of applicable law or public policy or regulation or any judgment, injunction, order or decree or
any agreement or other instrument binding upon the Company and (ii) the Warrant Agreement will be governed by the laws of the State
of New York.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York.
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 Prospectus.
In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Exhibit
10.2
, 2019
Silver Spike Acquisition Corp.
1114 6th Ave, 41st Floor
New York, New York, 10036
Re: Initial Public Offering
Ladies and Gentlemen:
This letter
(this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) to be entered into by and between Silver Spike Acquisition Corp., a Cayman
Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC (the “Representative”),
as the representative of the several underwriters (the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including
up to 3,750,000 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 Capital Market. Certain capitalized terms used herein are defined in paragraph 11 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, Silver Spike Sponsor,
LLC, a Delaware limited liability company (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 24
months from the closing of the Public Offering, 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
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 24 months from the closing of the Public Offering 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 held by it. The Sponsor and each Insider hereby further waives, with respect to any 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 24 months from the date of the closing of the Public Offering).
3. Notwithstanding
the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting
Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the
Representative, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed
to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise)), directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease 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 Units, Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares
or publicly announce an intention to effect any such transaction. Each of the Insiders and the Sponsor acknowledges and agrees
that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below,
the Company shall announce the impending release or waiver by press release through a major news service at least two business
days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days
after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is
effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms
described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.
4. 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.
5. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 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 937,500 multiplied by a fraction, (i) the numerator of which
is 3,750,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii)
the denominator of which is 3,750,000.
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. 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. In connection with such increase or decrease in the
size of the Public Offering, then (A) the references to 3,750,000 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 937,500 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.
6. 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, 5, 7(a), 7(b),
and 9 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.
7. (a)
The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or Class A ordinary
shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial
Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
Company’s initial Business Combination or (y) the date following the completion of the Company’s initial Business
Combination on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar
transaction that results in all of the Company’s shareholders having the right to exchange their Class A 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 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 Warrants Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).
(c) Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, 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, 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 Delaware or the Sponsor’s limited
liability company 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, in the case
of clauses (a) through (e) and (g), these permitted transferees (the “Permitted Transferees”) must enter
into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.
8. 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.
9. 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), other
than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial
Business Combination: (i) repayment of an aggregate of up to $250,000 in loans made to the Company by the Sponsor to cover offering-related
and organizational expenses; (ii) reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating
an initial Business Combination; and (iii) repayment of loans, if any, and on such terms as to be determined by the Company from
time to time, made by the Sponsor, an affiliate of the Sponsor or any of the Company’s officers or directors to finance
transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate
an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to
repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such
loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical
to the Private Placement Warrants.
10. 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.
11. 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 7,187,500 Class A 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 Warrants” shall mean the Warrants to purchase up to
7,000,000 Class A ordinary shares of the Company (or 7,750,000 Class A ordinary shares if the over-allotment option is exercised
in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $7,000,000 in the aggregate (or $7,750,000
if the over-allotment option is exercised in full), or $1.00 per Warrant, in a private placement that shall occur simultaneously
with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities
issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion
of the net proceeds of the Public Offering shall be deposited; and (viii) “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 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).
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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 January 31, 2020; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.
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Sincerely,
SILVER SPIKE SPONSOR, LLC |
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By: |
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Name: |
Scott Gordon |
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Title: |
Manager |
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Acknowledged and Agreed:
SILVER SPIKE ACQUISITION CORP.
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| By: |
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Name: |
Scott Gordon |
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Title: |
Chief Executive Officer and Chairman |
[Signature
Page - Letter Agreement]
Exhibit
10.3
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This Investment
Management Trust Agreement (this “Agreement”) is made effective as of , 2019, by and between Silver Spike Acquisition
Corp., 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. 333-232734 (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 Credit Suisse Securities
(USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and
WHEREAS,
as described in the Prospectus, $250,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $287,500,000 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,
pursuant to the Underwriting Agreement, a portion of the Property equal to $8,750,000, or $10,062,500 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable
by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.
NOW THEREFORE,
IT IS AGREED:
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 J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is
reasonably satisfactory to the Company;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust
Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while on
deposit, the Trustee may earn bank credits or other consideration;
(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 Representative 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 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 date which is the later of (i) 24 months after the closing of the Offering 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; provided, further,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill for the Company and a written statement from the principal financial officer of the Company
setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned
on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request;
(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the 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 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. 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(j) 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 Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;
(f) 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;
(g) Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in a
form substantially similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to the account
or accounts directed by the Representative; and
(h) Within
four (4) business days after the Underwriters’ exercise of the over-allotment option (or any unexercised portion thereof)
or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount,
which shall in no event be less than $8,750,000 (or $10,062,500 if the Underwriters’ over-allotment option is exercised
in full).
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,
franchise and 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 Silver Spike Sponsor, LLC for purposes of funding the Trust Account shall be promptly returned
to the Company or Silver Spike 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 B ordinary shares, par value $0.0001 per share, of the Company voting together as a single class; provided that
no such amendment will affect any Public Shareholder who has 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
Attn: Francis Wolf and
Celeste Gonzalez
Email: fwolf@continentalstock.com
Email: cgonzalez@continentalstock.com
if to the Company,
to:
Silver Spike Acquisition
Corp.
1114 6th Ave, 41st Floor
New York, NY 10036
Attn: Greg Gentile
Email: notices@silverspikecap.com
in each case, with
copies to:
Davis Polk &
Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attn: Derek J. Dostal,
Esq.
Email: derek.dostal@davispolk.com
and
Credit Suisse Securities
(USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629
Attn.: Niron Stabinsky
Email: niron.stabinsky@credit-suisse.com
and
Skadden Arps, Slate,
Meagher & Flom LLP
300 South Grand Avenue,
Suite 3400
Los Angeles, CA 90071
Attn: Jonathan
Ko, Esq.
Email: Jonathan.Ko@skadden.com
(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: |
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Title: |
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SILVER SPIKE ACQUISITION CORP. |
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By: |
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Name: |
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Title: |
[Signature Page to Investment Management Trust Agreement]
SCHEDULE
A
Fee
Item |
Time
and method of payment |
Amount |
| Initial acceptance fee |
Initial closing of Offering by wire transfer |
$3,500.00 |
| Trustee administration fee |
First year, initial closing of Offering by wire transfer; thereafter on the anniversary
of the effective date of the Offering by wire transfer or check |
$10,000.00 |
| Transaction processing fee for disbursements to Company under Sections 1(i),
1(j) and 1(k) |
Deduction by Trustee from accumulated income following disbursement made to Company under
Section 1 |
$250.00 |
| Paying Agent services as required pursuant to Sections 1(i)
and 1(k) |
Billed to Company upon delivery of service pursuant to Sections 1(i)
and 1(k) |
Prevailing rates |
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Sched. A-1
EXHIBIT
A
[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. Termination
Letter
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement
between Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [·], 2019 (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 Credit
Suisse Securities (USA) LLC (the “Representative”) (with respect to the Deferred Discount) and the Company
shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating
account at J.P. Morgan Chase Bank, N.A.awaiting distribution, neither the Company nor the Representative will earn any interest
or dividends.
On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the
“Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer
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 and the Representative with respect to
the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held
A-1
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,
Silver Spike Acquisition
Corp.
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By: |
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Name: |
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Title: |
cc: Credit Suisse Securities
(USA) LLC
A-2
EXHIBIT
B
[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. Termination
Letter
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement
between Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [·], 2019 (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,
Silver Spike Acquisition
Corp.
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By: |
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Name: |
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Title: |
cc: Credit Suisse Securities
(USA) LLC
B-1
EXHIBIT
C
[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. Tax
Payment Instruction
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement
between Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [·], 2019 (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,
Silver Spike Acquisition
Corp.
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By: |
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Name: |
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Title: |
cc: Credit Suisse Securities
(USA) LLC
C-1
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
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(k) of the Investment Management Trust Agreement
between Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [·], 2019 (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.
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Very truly yours,
Silver Spike Acquisition
Corp.
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By: |
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Name: |
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Title: |
cc: Credit Suisse Securities
(USA) LLC
D-1
Exhibit
10.4
REGISTRATION
RIGHTS AGREEMENT
THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of , 2019, is made and entered into by and among Silver
Spike Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Silver Spike Sponsor, LLC, a Delaware
limited liability company (the “Sponsor”, 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, a “Holder” and collectively the “Holders”).
RECITALS
WHEREAS,
the Sponsor and certain other Holders (if any) collectively own an aggregate of 7,187,500 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 937,500 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,
on , 2019, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement, pursuant to which the Sponsor
agreed to purchase 7,000,000 warrants (or up to 7,750,000 warrants if the over-allotment option in connection with the Company’s
initial public offering is exercised in full) (the “Private Placement Warrants”), in a private placement
transaction occurring simultaneously with the closing of the Company’s initial public offering, each Private Placement Warrant
entitling the holder thereof to purchase one Ordinary Share at a price of $11.50; 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 the Founder Shares (including the Ordinary Shares issued or issuable
upon conversion of any Founder Shares), the period ending on the earlier of (A) one year after the completion of the Company’s
initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last reported sale
price of Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances,
subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation,
merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s public
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 , 2019, 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.
“Piggyback
Registration” shall have the meaning given in subsection 2.2.1.
“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers
of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the
exercise or conversion of the Private Placement Warrants 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 Warrants (including any Ordinary Shares issued or issuable upon the exercise of
any such Private Placement Warrants), (c) 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, (d) 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 (e) any other equity security of the Company issued or issuable with respect to any such Ordinary Share by way of a share
dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable
Securities when: (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.
“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.
“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.
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 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 three (3) Registrations
pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided,
however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement
that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities
requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been
sold, in accordance with Section 3.1 of this Agreement.
2.1.2 Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the
Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided,
further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities
in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission,
federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be
deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) 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 stock 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 or the Private
Placement 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.
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: 1114 6th Ave, 41st Floor, New York, New York, 10036, 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 or the Private Placement Lock-up Period, as the case may be, no Holder
may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in
connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee, 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 5.1 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, 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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SILVER SPIKE ACQUISITION CORP., a Cayman Islands exempted company |
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HOLDERS:
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SILVER SPIKE SPONSOR, LLC,
a Delaware limited liability company |
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[Signature
Page - Registration Rights Agreement]
Exhibit
10.6
SPONSOR
WARRANTS PURCHASE AGREEMENT
THIS SPONSOR
WARRANTS PURCHASE AGREEMENT, dated as of ,
2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Silver Spike
Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Silver Spike Sponsor, LLC, a Delaware
limited liability company (the “Purchaser”).
WHEREAS:
The Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each
unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”),
and one-half of one warrant;
Each whole
warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and
The Purchaser
has agreed to purchase an aggregate of 7,000,000 warrants (or up to 7,750,000 warrants if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Sponsor Warrants”), each Sponsor Warrant entitling the
holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share.
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 Warrants.
(a) Authorization
of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.
(b) Purchase
and Sale of the Sponsor Warrants.
(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, 7,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of
$7,000,000 (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 Warrants 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 750,000 Sponsor Warrants, in the same proportion as the amount of the option that is then so
exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $750,000 (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 Sponsor Warrants purchased on such date duly registered in the Purchaser’s
name or effect such delivery in book-entry form.
(c) Terms
of the Sponsor Warrants.
(i) 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 closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights
agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration
rights to the Purchaser relating to the Sponsor Warrants and the Ordinary Shares underlying the Sponsor Warrants.
Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor
Warrants, 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 Warrants 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 the Warrant Agreement and this Agreement, the Sponsor
Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing
Date.
(ii) The
execution and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants,
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 (1) conflict with or result in a breach of
the terms, conditions or provisions of, (2) constitute a default under, (3) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s share capital or assets under, (4) result in a violation of, or (5) 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 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 Warrants 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 Warrants 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 Warrants 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 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 Warrants 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 January 31, 2020 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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SILVER SPIKE ACQUISITION CORP. |
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SILVER SPIKE SPONSOR, LLC |
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[Signature Page - Sponsor Warrants Purchase
Agreement]
Exhibit
10.7
FORM
OF INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT
(this “Agreement”) is made as of [•], 2019, by and between Silver Spike Acquisition Corp., a Cayman
Islands exempted company (the “Company”), and [_______] (“Indemnitee”).
RECITALS
WHEREAS, highly competent
persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they
are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of such corporations;
WHEREAS, the Board of
Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its Subsidiaries (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 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
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 corporation, partnership, limited liability company,
joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company
or a Subsidiary of the Company.
(b) The
terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings
set forth in Rule 13d-3 promulgated under the Exchange Act (as 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 Silver Spike 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 corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately
prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than
an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial
Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote
generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to
the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business
Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board 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 corporation, constituent 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 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 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, 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, 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, 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, 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, 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, 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, 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, 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 law, be unsecured and interest free. Advances shall, to
the fullest extent permitted by law, 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 law, be deemed to have been made and Indemnitee shall be entitled to such indemnification,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination
that any or all such indemnification is expressly prohibited under applicable law; 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, 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 law against all Expenses and, if requested
by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the
fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding
or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement
or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Amended and
Restated Memorandum and Articles of Association, or the Bylaws 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 law, 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 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 law; (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 law, enforce this Agreement by seeking, among other
things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm
and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining
any other relief to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest
extent permitted by law, 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 law.
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:
Silver Spike Acquisition Corp.
1114 6th Ave, 41st Floor
New York, New York, 10036
Attention: Chief Financial Officer
With a copy, which shall not
constitute notice, to
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attn: Derek Dostal, Esq.
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 law, 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
law, 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 law, 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 law, 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.
[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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INDEMNITEE |
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[Signature
page - Indemnity Agreement]
Exhibit 10.8
Silver Spike Acquisition Corp.
1114 6th Ave, 41st Floor
New York, New York 10036
_______________, 2019
Ladies and Gentlemen:
This letter will confirm our agreement that, commencing on the
effective date (the “Effective Date”) of the registration statement (the “Registration Statement”)
for the initial public offering (the “IPO”) of the securities of Silver Spike Acquisition Corp. (the
“Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business
combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date
hereinafter referred to as the “Termination Date”), Silver Spike Sponsor, LLC shall make available to
the Company certain office space and administrative and support services as may be required by the Company from time to time, at
1114 6th Ave, 41st Floor, New York, New York 10036. In exchange therefore, the Company shall pay Silver Spike Sponsor, LLC $20,000
per month on the Effective Date and continuing monthly thereafter until the Termination Date.
Silver Spike Sponsor, LLC hereby agrees that it does not have
any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account (the “Trust
Account”) that may be established upon the consummation of the IPO and will not seek recourse against the Trust Account
for any reason whatsoever.
This agreement may not be amended, modified or waived as to
any particular provision, except by a written instrument executed by the parties hereto.
No party hereto may assign this agreement or any rights, interests
or contracted obligations hereunder without the prior written approval of the other party. Any purported assignment in violation
of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported
assignee.
This agreement shall be governed by, construed in accordance
with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles.
| Very truly yours, |
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| Silver Spike Acquisition Corp. |
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AGREED TO AND ACCEPTED BY:
| Silver Spike Sponsor, LLC |
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[Signature page to Administrative Services Agreement]
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent
to the inclusion in this Registration Statement of Silver Spike Acquisition Corp. on Amendment No. 1 to Form S-1, File No. 333-232734,
of our report dated June 20, 2019, which includes an explanatory paragraph as to the Company’s ability to continue as a
going concern, with respect to our audit of the financial statements of Silver Spike Acquisition Corp. as of June 11, 2019 and
for the period from June 7, 2019 (inception) through June 11, 2019, which report appears in the Prospectus, which is part of this
Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
July 26, 2019
Exhibit 99.1
Consent to be Named as a Director Nominee
In connection with the filing by Silver Spike Acquisition Corp.
of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to
the board of directors of Silver Spike Acquisition Corp. in the Registration Statement and any and all amendments and supplements
thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
| Dated: July 22, 2019 |
/s/ Orrin Devinsky |
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Signature |
Exhibit 99.2
Consent to be Named as a Director Nominee
In connection with the filing by Silver Spike Acquisition Corp.
of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to
the board of directors of Silver Spike Acquisition Corp. in the Registration Statement and any and all amendments and supplements
thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
| Dated: July 22, 2019 |
/s/ Richard M. Goldman |
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Signature |
Exhibit 99.3
Consent to be Named as a Director Nominee
In connection with the filing by Silver Spike Acquisition Corp.
of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to
the board of directors of Silver Spike Acquisition Corp. in the Registration Statement and any and all amendments and supplements
thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
| Dated: July 22, 2019 |
/s/ Kenneth H. Landis |
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Signature |
