The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon shall jointly prepare, and PubCo and SPAC shall jointly file with the SEC, (i) in preliminary form, a proxy statement in connection with the transactions contemplated by this Agreement (as amended or supplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) providing the public shareholders of SPAC an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPAC’s Organizational Documents and the Prospectus, and (2) soliciting proxies from SPAC Shareholders to vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. (b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at the SPAC Special Meeting, in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, (ii) the replacement of the existing memorandum and articles of association of SPAC with the Amended PubCo Charter, (iii) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including the adoption and approval of the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time), and (iv) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”). If on the date for which SPAC Special Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below), whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of SPAC Special Meeting. (c) In connection with the Registration Statement, SPAC, DoubleDragon and PubCo will jointly file, with the Company Party’s reasonable cooperation, with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents and applicable Laws of the British Virgin Islands, applicable Laws of the Cayman Islands and the rules and regulations of the SEC and Nasdaq. SPAC (and its counsel), PubCo (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon shall provide such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents. (d) Each of SPAC, PubCo and DoubleDragon shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Proxy Statement. Each of SPAC, PubCo and DoubleDragon shall, and shall cause each of its Subsidiaries to make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragon, PubCo, SPAC and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents. (e) SPAC, PubCo and DoubleDragon shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (f) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, SPAC shall distribute the Proxy Statement to SPAC Shareholders, and, pursuant thereto, shall call SPAC Special Meeting in accordance with applicable Laws of the British Virgin Islands as promptly as practicable. SPAC shall take necessary actions to enforce Section 1 of the Letter Agreement, dated as of January 18, 2024, by and among SPAC, the Sponsor and certain directors and officers of SPAC, in order to obtain the Required SPAC Shareholder Approval.
Appears in 1 contract
Sources: Agreement and Plan of Merger (JVSPAC Acquisition Corp.)
The Registration Statement. (a) As promptly as reasonably practicable after The Parent shall prepare, with the assistance of the Company, and simultaneously with the execution of this Agreement (and on the date hereof), SPAC, PubCo and DoubleDragon shall jointly prepare, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Parent Common Shares to be issued under this Agreement as the Stock Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, of soliciting proxies from Parent stockholders for the matters to be acted upon at the Special Meeting (1as defined below) and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Parent’s Organizational Documents and the Prospectus, and IPO Prospectus to have their Parent Common Shares redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Parent Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Parent stockholders to vote, at a special meeting of Parent stockholders to be called and held for such purpose (the SPAC “Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to hereinherein by the Parent stockholders in accordance with the Parent’s Organizational Documents, the DGCL, and the rules and regulations of the SEC and Nasdaq, (ii) the replacement adoption and approval of a Second Amended and Restated Certificate of Incorporation of Parent (the “Amended Parent Charter”), which among other matters will increase the authorized capital stock of the existing memorandum Parent to enable Parent to issue the Total Consideration hereunder and articles the Parent Common Shares to be issued in the PIPE Investment, and Amended and Restated Bylaws of association of SPAC with the Amended PubCo CharterParent, each in form and substance reasonably acceptable to the Parent and the Company, (iii) the appointment and designation of the classes of, the members of the Post-Closing Parent Board, and appointment of the members of any committees thereof, in each case in accordance with Section 6.17 hereof and (iv) such other proposals that matters as the Parties agree are Company and Parent shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Mergers and the other transactions contemplated by this Agreement (including the adoption and approval of approvals described in foregoing clauses (i) through (iv), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Parent Stockholder Approval Matters”), and (ivv) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectivelyParent. The Proxy Statement shall include the Parent Recommendation, and the Registration Statement and Proxy Statement shall comply as to form in all material respects with the applicable requirements of the Securities Act, the “SPAC Shareholder Approval Matters”Exchange Act, the DGCL and Nasdaq rules. Prior to filing with the SEC, the Parent will make available to the Company drafts of the Registration Statement and any other related documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Registration Statement or such other related document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. The Parent shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). .
(b) If on the date for which SPAC the Special Meeting is scheduled, SPAC Parent has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Parent Stockholder Vote, whether or not a quorum is present, SPAC Parent may make one or more successive postponements or adjournments of SPAC the Special Meeting.
(c) ; provided, however, that the Special Meeting may not be postponed or adjourned to a date that is later than the Extension Date. In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Parent will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s the Parent Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (Parent shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Parent with such information concerning the Company Group Target Companies and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), ) business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(dc) Each of SPAC, PubCo and DoubleDragon Parent shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Parent and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoParent and, SPAC after the Closing, the Parent Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Parent shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersParent stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACParent’s Organizational Documents.
(ed) SPACParent, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Parent shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Parent or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fe) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Parent shall distribute the Proxy Registration Statement to SPAC Shareholders, Parent’s stockholders and the Company Securityholders and, pursuant thereto, shall call SPAC the Special Meeting in accordance with applicable Laws the DGCL for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicable. SPAC Registration Statement.
(f) Parent shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Parent’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Meeting and the Redemption.
(g) Within one (1) Business Day after the date of this Agreement, dated as Merger Sub I shall deliver to the Company a copy of January 18resolutions duly adopted by its stockholders by written consent approving and authorizing Merger Sub I’s execution, 2024delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby. Within one (1) Business Day after the date of this Agreement, Merger Sub II shall deliver to the Company a copy of resolutions duly adopted by the sole member of Merger Sub II by written consent approving and among SPACauthorizing Merger Sub II’s execution, delivery and performance of this Agreement and the Sponsor consummation of the Mergers and certain directors and officers of SPAC, in order to obtain the Required SPAC Shareholder Approvalother transactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement (Forum Merger Corp)
The Registration Statement. (ai) As promptly as reasonably practicable after the date hereof, SPAC, PubCo Parent and DoubleDragon the Company shall jointly prepare, and PubCo and SPAC Parent shall jointly file with the SEC, (i) in preliminary form, a proxy statement in connection with the transactions contemplated by this Agreement (as amended or supplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC Parent in advance of the an extraordinary general meeting of SPAC ShareholdersParent shareholders, as adjourned (the “SPAC Parent Special Meeting”), for the purpose of, among other things, (1A) providing the public shareholders of SPAC Parent an opportunity to redeem their SPAC Parent Class A Ordinary Share in accordance with SPACParent’s Organizational Documents and the Prospectus, and (2B) soliciting proxies from SPAC Shareholders Parent shareholders to vote at the SPAC Parent Special Meeting, as adjourned or postponed, on the SPAC Parent Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(bii) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Parent shareholders to vote, at the SPAC Parent Special Meeting, in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions Transactions contemplated hereby or referred to herein, (ii) the replacement adoption and approval of the existing amended and restated memorandum and articles of association of SPAC with the Parent following the consummation of the Merger substantially in the form set forth in Exhibit C (the “Amended PubCo Parent Charter”), (iii) the adoption and approval of a new equity incentive plan substantially in the form set forth in Exhibit D (the “2021 Equity Incentive Plan of Parent”), (iv) any other proposals that the Parties parties hereto agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including the adoption and approval of the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time)Agreement, and (ivv) the adjournment of the SPAC Parent Special Meeting, if necessary or desirable in the reasonable determination of SPAC Parent (collectively, the “SPAC Parent Shareholder Approval Matters”). If on the date for which SPAC Parent Special Meeting is scheduled, SPAC Parent has not received proxies representing a sufficient number of shares to obtain the Required SPAC Parent Shareholder Approval (as defined below), whether or not a quorum is present, SPAC Parent may make one or more successive postponements or adjournments of SPAC Parent Special Meeting.
(ciii) In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Parent will jointly file, with the Company PartyCompany’s reasonable cooperation, with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACParent’s Organizational Documents and applicable Laws of the British Virgin Islands, applicable Laws of the Cayman Islands and the rules and regulations of the SEC and Nasdaq. SPAC (and its counsel), PubCo Parent (and its counsel) and DoubleDragon the Company (and its counsel) shall provide each other Party party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Parent with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC If required by applicable SEC rules or regulations, such financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. Parent shall provide such information concerning SPAC Parent and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC Parent shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo Parent will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Acquisition Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documentshereby.
(div) Each of SPAC, PubCo Parent and DoubleDragon the Company shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Proxy Statement. Each of SPAC, PubCo Parent and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCo, SPAC Parent and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Parent shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC Parent shall cause the Proxy Statement to be disseminated to SPAC ShareholdersParent’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACParent’s Organizational Documents.
(ev) SPAC, PubCo Parent and DoubleDragon the Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fvi) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, SPAC Parent shall distribute the Proxy Statement to SPAC ShareholdersParent’s shareholders, and, pursuant thereto, shall call SPAC Parent Special Meeting in accordance with applicable Laws of the British Virgin Islands as promptly as practicable. SPAC The Company shall take necessary actions to enforce Section 1 of the Letter Agreement, dated as of January 18June 9, 20242021, by and among SPACthe Company, the Sponsor and certain directors and officers of SPACParent, in order to obtain the Required SPAC Parent Shareholder Approval.
Appears in 1 contract
Sources: Merger Agreement (Blue Safari Group Acquisition Corp)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 or F-4, as appropriate (ias amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Exchange Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Purchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their Purchaser Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Purchaser Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC, Nasdaq and the OTC Markets, (ii) the replacement adoption and approval of the existing memorandum Amended Purchaser Articles and articles Memorandum of association Association, including the change of SPAC with name of the Amended PubCo CharterPurchaser, (iii) any adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other proposals that matters as the Parties agree are Company and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger and the other transactions contemplated by this Agreement (including the adoption and approval of approvals described in foregoing clauses (i) through (v), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Purchaser Stockholder Approval Matters”), and (ivvi) the adjournment of the SPAC Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)Purchaser. If on the date for which SPAC the Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Purchaser Special Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Purchaser will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin IslandsSecurities Act, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC SEC, Nasdaq and Nasdaqthe OTC Markets. SPAC (Purchaser shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no Purchaser shall consider any such filing shall be comments timely made without the consent of SPAC and DoubleDragonin good faith. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition Any filing fees (financial or otherwise), business and operations that may be required similar fees) with respect to any regulatory or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC governmental approval shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided borne by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo and DoubleDragon Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Purchaser and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPurchaser and, SPAC after the Closing, the Purchaser Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Purchaser shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the Company.
(ec) SPACPurchaser, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including, to the extent permitted by the SEC, participation by the Company or its counsel in any discussions or meetings with the SEC, and the Purchaser shall consider any such comments timely made in good faith under the circumstances.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Purchaser shall distribute the Proxy Registration Statement to SPAC Purchaser’s stockholders and the Company Shareholders, and, pursuant thereto, shall call SPAC the Purchaser Special Meeting in accordance with applicable Laws the Securities Act for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicableRegistration Statement.
(e) Purchaser shall comply with all applicable Laws, any applicable rules and regulations of the OTC Markets, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Meeting and the Redemption. SPAC Purchaser shall apply for, and shall take necessary commercially reasonable actions to enforce Section 1 cause, the Purchaser Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq as of the Letter Agreement, dated as of January 18, 2024, by and among SPAC, the Sponsor and certain directors and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalClosing.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Arogo Capital Acquisition Corp.)
The Registration Statement. (a) As promptly as reasonably practicable after Following the date hereofof this Agreement, SPAC, PubCo Pubco and DoubleDragon Newco shall jointly prepareprepare and, and PubCo and SPAC shall jointly as promptly as practicable after completion of Newco’s audited financial statements described in Section 8.4(a), file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the shares of Pubco Stock to be issued under this Agreement to the holders of SPAC Class A Ordinary Shares and to the holders of Newco Interests at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the public shareholders of SPAC Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to redeem have their SPAC Class A Ordinary Share Shares redeemed (the “Redemption”) in accordance conjunction with SPAC’s Organizational Documents and the Prospectus, and (2) soliciting proxies from SPAC Shareholders to shareholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at a general meeting (whether annual or extraordinary) of SPAC Shareholders to be called and held for such purpose (the SPAC Special “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the transactions contemplated hereby or referred to hereinTransactions as a Business Combination, (ii) as a special resolution, the replacement approval of the existing memorandum SPAC Merger and articles authorization of association SPAC’s entry into the SPAC Plan of SPAC with the Amended PubCo CharterMerger, (iii) any other proposals that as an ordinary resolution (or if required by applicable Law or the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including SPAC Memorandum and Articles, as a special resolution) the adoption and approval of the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, such other matters as the memorandum Seller, Newco, Pubco and articles of SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the association of Transactions (the approvals described in foregoing clauses (i) through (iii), collectively, the “SPAC Surviving Sub at the SPAC Merger Effective TimeShareholder Approval Matters”), and (iv) as an ordinary resolution, the adjournment of the SPAC Special Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC (collectivelyMemorandum and Articles, the “SPAC Shareholder Approval Matters”)Cayman Act, and the rules and regulations of the SEC and Nasdaq. If on the date for which SPAC Special the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of SPAC Special Meeting.
(c) the Extraordinary General Meeting in accordance with Section 8.11(d). In connection with the Registration Statement, SPAC, DoubleDragon SPAC and PubCo Pubco will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents the SPAC Memorandum and applicable Laws of the British Virgin IslandsArticles, applicable Laws of the Cayman Islands Act and the rules and regulations of the SEC and Nasdaq. SPAC (and its counsel), PubCo Pubco shall cooperate and provide the Seller (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, . Newco and no such filing the Seller shall be made without the consent of provide SPAC and DoubleDragon. DoubleDragon shall provide Pubco with such information concerning Newco, the Company Group Seller and its equity holderstheir respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon Newco and the Seller shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo SPAC and DoubleDragon Pubco shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Extraordinary General Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Pubco and DoubleDragon Newco shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonNewco, PubCoPubco, SPAC SPAC, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Pubco shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC’s Organizational Documents, which consent shall not to be unreasonably withheld, conditioned or delayed.
(ec) SPACSPAC and Pubco, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party SPAC and Pubco shall provide the other Party Seller with copies of any written comments, and shall inform the other Party Seller of any material oral comments, that such Party SPAC, Pubco or its representatives their respective Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Extraordinary General Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Seller and its Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Seller or its counsel in discussions with the SEC.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Proxy Registration Statement to the SPAC Shareholders, Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement. SPAC Special Meeting shall, through the SPAC Board, subject to Section 8.11(d)(ii), recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties.
(i) Subject to Section 8.11(d)(ii), the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”).
(ii) Notwithstanding anything to the contrary contained in this Agreement, the SPAC Board may, at any time prior to, but not after, obtaining the Required Shareholder Approval, make a Modification in Recommendation in response to an Intervening Event (an “Intervening Event Change in Recommendation”) if the SPAC Board determines in good faith, based on the advice of its outside legal counsel, that the failure to take such action would be a breach of the fiduciary duties of the SPAC Board under applicable Law; provided that: (A) Newco shall have received written notice from SPAC of SPAC’s intention to make an Intervening Event Change in Recommendation at least five (5) Business Days prior to the taking of such action by SPAC (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail (including the facts and circumstances providing the basis for the determination by the SPAC Board to effect such Intervening Event Change in Recommendation), (B) during the Intervening Event Notice Period and prior to making an Intervening Event Change in Recommendation, if requested by Newco, SPAC and its Representatives shall have negotiated in good faith with Newco and its Representatives regarding any revisions or adjustments proposed by Newco to the terms and conditions of this Agreement as would enable the SPAC Board to proceed with its recommendation of this Agreement and the Transactions and not make such Intervening Event Change in Recommendation, (C) the SPAC and its Representatives shall have provided to Newco and its Representatives all applicable information with respect to such Intervening Event reasonably requested by Newco to permit Newco to propose revisions to the terms of this Agreement and (D) if Newco requested negotiations in accordance with applicable Laws the foregoing sub-clause (B), the SPAC Board may make an Intervening Event Change in Recommendation only if the SPAC Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that Newco shall have, prior to the expiration of the British Virgin Islands five (5) Business Day period, offered in writing in a manner that would form a binding contract if accepted by SPAC (and the other applicable Parties), continues to determine in good faith, based on the advice of outside counsel, that failure to make an Intervening Event Change in Recommendation would be a breach of its fiduciary duties to the SPAC Shareholders under applicable Law. An “Intervening Event” shall mean any material and negative event after the date of this Agreement that (i) was not known and was not reasonably foreseeable to the SPAC Board as promptly as practicable. SPAC shall take necessary actions to enforce Section 1 of the Letter Agreement, dated date of this Agreement (or the consequences or magnitude of which were not reasonably foreseeable to the SPAC Board as of January 18the date of this Agreement), 2024which becomes known to the SPAC Board prior to the Extraordinary General Meeting, and (ii) does not relate to and excludes, whether alone or in combination, (A) any Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (B) the Transactions and/or this Agreement or any Ancillary Document (or any actions taken pursuant to this Agreement or any Ancillary Document, including obtaining all Consents required to be obtained from any Governmental Authority or any other Person), (C) any change in the price or trading volume of SPAC Class A Ordinary Shares, (D) any Action filed or threatened against SPAC or any member of the SPAC Board arising out of or related to the Transactions by any Person and among SPAC(E) any change, event, circumstance, occurrence, effect, development or state of facts that is excluded in determining whether a Material Adverse Effect with respect to Newco has occurred or would reasonably be expected to occur pursuant to clauses (i), (ii), (iii) and (iv) of the Sponsor and certain directors and officers definition thereof. For the avoidance of SPACdoubt, an Intervening Event Change in order to obtain the Required SPAC Shareholder ApprovalRecommendation shall constitute a Modification in Recommendation.
Appears in 1 contract
Sources: Business Combination Agreement (Cantor Equity Partners I, Inc.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated registration under the Securities Act of all or a portion (as agreed by the Company and Purchaser in good faith) of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the public shareholders of SPAC Public Shareholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Purchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their Purchaser Ordinary Shares redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Purchaser Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Conversion (and, to the extent required, the issuance of any shares in connection with the PIPE Investment or the Company Equity Financing), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the BVI Act, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the replacement effecting of the existing memorandum and articles of association of SPAC with the Amended PubCo CharterConversion, (iii) any the change of name of the Purchaser and the adoption and approval of the Conversion Organizational Documents, (iv) adoption and approval of (A) a new equity incentive plan in substantially the form attached as Exhibit I hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including those for the Assumed Options) equal to five percent (5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption) and (B) the assumption of the Company Equity Plan by Purchaser as a new equity incentive plan of Purchaser for the Assumed Options (which will include the number of shares of Purchaser Common Stock that are subject to the Assumed Options), (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.18 hereof, (vi) such other proposals that matters as the Parties agree are Company and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger and the other transactions contemplated by this Agreement (including the adoption and approval of approvals described in foregoing clauses (i) through (vi), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Purchaser Shareholder Approval Matters”), and (ivvii) the adjournment of the SPAC Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)Purchaser. If on the date for which SPAC the Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Purchaser Shareholder Approval (as defined below)Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Purchaser Special Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Purchaser will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin IslandsBVI Act, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo and DoubleDragon Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Purchaser and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPurchaser and, SPAC after the Closing, the Purchaser Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Purchaser shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(ec) SPACPurchaser and the Company shall each provide to EGS and L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP representation letters containing such representations as shall be reasonably necessary or appropriate to enable each of EGS and L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to render such tax opinions as may be required to satisfy the requirements of Item 601 of Regulation S-K promulgated under the Securities Act (the “Tax Representation Letter”). The Tax Representation Letters shall be dated and executed as of the date the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the filing of the Registration Statement.
(d) Purchaser, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fe) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Purchaser shall distribute the Proxy Registration Statement to SPAC ShareholdersPurchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call SPAC the Purchaser Special Meeting in accordance with applicable Laws the BVI Act for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicable. SPAC Registration Statement.
(f) Purchaser shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter AgreementRegistration Statement, dated as any solicitation of January 18, 2024, by and among SPACproxies thereunder, the Sponsor calling and certain directors holding of the Purchaser Special Meeting and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalRedemption.
Appears in 1 contract
The Registration Statement. (a) As Following the date of this Agreement, SPAC and Pubco shall jointly prepare with the reasonable assistance of the Company, and, as promptly as reasonably practicable after completion of the date hereofCompany’s audited financial statements described in Section 7.4(a), SPAC, PubCo and DoubleDragon shall jointly prepare, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated registration under the Securities Act of the shares of Pubco Class A Stock to be issued upon exchange of the shares held by the SPAC Shareholders, the Sellers, the PIPE Investors and Ethena under this Agreement Agreement, in each case, to the extent such registration is permitted under the Securities Act, which Registration Statement will also contain a proxy statement of SPAC (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the public shareholders of SPAC Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles to redeem have their SPAC Class A Ordinary Share Shares redeemed (the “Redemption”) in accordance conjunction with SPAC’s Organizational Documents and the Prospectus, and (2) soliciting proxies from SPAC Shareholders to shareholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the SPAC Special “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the transactions contemplated hereby or referred to hereinTransactions as a Business Combination, (ii) as a special resolution, the replacement approval of the existing memorandum SPAC Merger and articles authorization of association SPAC’s entry into the SPAC Plan of SPAC with the Amended PubCo CharterMerger, and (iii) any other proposals that as an ordinary resolution (or if required by applicable Law or the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including SPAC Memorandum and Articles, as a special resolution) the adoption and approval of the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, such other matters as the memorandum Sellers, the Company, Pubco and articles of SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the association of Transactions (the approvals described in foregoing clauses (i) through (iii), collectively, the “SPAC Surviving Sub at the SPAC Merger Effective TimeShareholder Approval Matters”), and (iv) as an ordinary resolution, the adjournment of the SPAC Special Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC (collectivelyMemorandum and Articles, the “SPAC Shareholder Approval Matters”)Cayman Act, and the rules and regulations of the SEC and Nasdaq. If on the date for which SPAC Special the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of SPAC Special Meeting.
(c) the Extraordinary General Meeting in accordance with Section 7.11(d). In connection with the Registration Statement, SPAC, DoubleDragon SPAC and PubCo Pubco will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents the SPAC Memorandum and applicable Laws of the British Virgin IslandsArticles, applicable Laws of the Cayman Islands Act and the rules and regulations of the SEC and Nasdaq. SPAC and Pubco shall cooperate and provide the Sellers (and its counsel), PubCo (and its their counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, . The Company and no such filing the Sellers shall be made without the consent of provide SPAC and DoubleDragon. DoubleDragon shall provide Pubco with such information concerning the Company Group Company, the Sellers and its equity holderstheir respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company and any Seller shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo SPAC and DoubleDragon Pubco shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Extraordinary General Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Pubco and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPubco, SPAC SPAC, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Pubco shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC’s Organizational Documents, which consent shall not to be unreasonably withheld, conditioned or delayed.
(ec) SPACSPAC and Pubco, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party SPAC and Pubco shall provide the other Party Sellers with copies of any written comments, and shall inform the other Party Sellers of any material oral comments, that such Party SPAC, Pubco or its representatives their respective Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Extraordinary General Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Sellers and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Proxy Registration Statement to the SPAC Shareholders, Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement. SPAC Special Meeting shall, through the SPAC Board, subject to Section 7.11(d)(ii), recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties.
(i) Subject to Section 7.11(d)(ii), the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”).
(ii) Notwithstanding anything to the contrary contained in this Agreement, the SPAC Board may, at any time prior to, but not after, obtaining the Required Shareholder Approval, make a Modification in Recommendation in response to an Intervening Event (an “Intervening Event Change in Recommendation”) if the SPAC Board determines in good faith, based on the advice of its outside legal counsel, that the failure to take such action would be a breach of the fiduciary duties of the SPAC Board under applicable Law; provided that: (A) the Company shall have received written notice from SPAC of SPAC’s intention to make an Intervening Event Change in Recommendation at least five (5) Business Days prior to the taking of such action by SPAC (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail (including the facts and circumstances providing the basis for the determination by the SPAC Board to effect such Intervening Event Change in Recommendation), (B) during the Intervening Event Notice Period and prior to making an Intervening Event Change in Recommendation, if requested by the Company, SPAC and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the SPAC Board to proceed with its recommendation of this Agreement and the Transactions and not make such Intervening Event Change in Recommendation, (C) the SPAC and its Representatives shall have provided to the Company and its Representatives all applicable information with respect to such Intervening Event reasonably requested by the Company to permit the Company to propose revisions to the terms of this Agreement and (D) if the Company requested negotiations in accordance with applicable Laws the foregoing sub-clause (B), the SPAC Board may make an Intervening Event Change in Recommendation only if the SPAC Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the British Virgin Islands five (5) Business Day period, offered in writing in a manner that would form a binding contract if accepted by SPAC (and the other applicable Parties), continues to determine in good faith, based on the advice of outside counsel, that failure to make an Intervening Event Change in Recommendation would be a breach of its fiduciary duties to the SPAC Shareholders under applicable Law. An “Intervening Event” shall mean any material and negative event after the date of this Agreement that (i) was not known and was not reasonably foreseeable to the SPAC Board as promptly as practicable. SPAC shall take necessary actions to enforce Section 1 of the Letter Agreement, dated date of this Agreement (or the consequences or magnitude of which were not reasonably foreseeable to the SPAC Board as of January 18the date of this Agreement), 2024which becomes known to the SPAC Board prior to the Extraordinary General Meeting, and (ii) does not relate to and excludes, whether alone or in combination, (A) any Acquisition Proposal or Alternative Transaction (in each case, solely with respect to SPAC), (B) the Transactions and/or this Agreement or any Ancillary Document (or any actions taken pursuant to this Agreement or any Ancillary Document, including obtaining all Consents required to be obtained from any Governmental Authority or any other Person), (C) any change in the price or trading volume of SPAC Class A Ordinary Shares, (D) any Action filed or threatened against SPAC or any member of the SPAC Board arising out of or related to the Transactions by any Person and among SPAC(E) any change, event, circumstance, occurrence, effect, development or state of facts that is excluded in determining whether a Material Adverse Effect with respect to the Company has occurred or would reasonably be expected to occur pursuant to clauses (i), (ii), (iii) and (iv) of the definition thereof. For the avoidance of doubt, (x) an Intervening Event Change in Recommendation shall constitute a Modification in Recommendation, and (y) in the event that the SPAC Board does not make an Intervening Event Change in Recommendation, the Sponsor and certain directors and officers of SPACSPAC Board, in order furtherance of its fiduciary duty, shall still be permitted to obtain advise SPAC Shareholders of their right to redeem in the Required Redemption and provide the SPAC Shareholder ApprovalShareholders with a detailed explanation and rationale for such advice.
Appears in 1 contract
Sources: Business Combination Agreement (Tlgy Acquisition Corp)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Company shall jointly prepare, and PubCo and SPAC the Company shall jointly file (with ITAC’s assistance) with the SECSEC a registration statement on Form F-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Company’s Ordinary Shares and the Company Warrants to be issued under this Agreement to the holders of ITAC Common Stock and the Company Ordinary Shares issuable upon exercise or conversion of the Company Warrants outstanding prior to the Effective Time, which Registration Statement will also contain a proxy statement of ITAC (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from ITAC stockholders for the matters to be acted upon at the Special Meeting and providing the public shareholders of SPAC Public Shareholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACITAC’s Organizational Documents and the Prospectus, and IPO Prospectus to have their ITAC Class A Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder ITAC Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders ITAC stockholders to vote, at a special meeting of ITAC stockholders to be called and held for such purpose (the SPAC “ITAC Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to hereinTransactions, (ii) the replacement approval of the existing memorandum issuance of ITAC Securities in the PIPE Investment, by ITAC stockholders in accordance with ITAC’s Organizational Documents, the Delaware Law and articles the rules and regulations of association of SPAC with the Amended PubCo CharterSEC and Nasdaq, if applicable, (iii) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including the adoption and approval of the memorandum and articles of association of the Merger Sub 2Restated ITAC Certificate, as in effect immediately prior to the SPAC Merger Effective Time, (iv) such other matters as the memorandum Company and articles of ITAC shall hereafter mutually determine to be necessary or appropriate in order to effect the association of Transactions (the SPAC Surviving Sub at approvals described in foregoing clauses (i), (ii), (iii) and (iv)), collectively, the SPAC Merger Effective Time“ITAC Stockholder Approval Matters”), and (ivv) the adjournment of the SPAC ITAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)ITAC. If on the date for which SPAC Special Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below), whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of SPAC Special Meeting.
(c) In connection with the Registration Statement and the Merger, the Company shall (w) assist ITAC in obtaining Nasdaq approval of the Merger and the change of control resulting from the Merger, (x) file any listing application necessary for the listing of the Company on Nasdaq as successor issuer to ITAC, (y) file a registration statement (the “1934 Act Registration Statement, SPAC, DoubleDragon ”) pursuant to the Securities Exchange Act of 1934 and PubCo will jointly file, request effectiveness of the 1934 Act Registration Statement concurrently with the effectiveness of the Company’s listing of its securities on Nasdaq, and (z) the Company Party’s reasonable cooperationshall provide ITAC with evidence reasonably requested by ITAC that the Company qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act, with failing which the SEC financial Registration Statement shall be filed on a Form S-4.
(b) The Company shall obtain the Required Company Shareholder Approval in the manner required by the Existing Articles and other information about the transactions contemplated by Israeli Companies Law for (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Agreement, including the PIPE Investment), in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents and applicable Laws of the British Virgin Islands, applicable Laws of the Cayman Islands Existing Articles and the rules and Israeli Companies Law and, to the extent applicable, regulations of the SEC and Nasdaq. SPAC , (ii) the approval of the Restated Company Articles and its counselthe Recapitalization; (iii) the adoption and approval of a new Equity Incentive Plan for the Company in a substantially form to be agreed to prior to the filing of the Registration Statement (the “Equity Plan”), PubCo which will provide that the total awards under such Equity Plan will be a number of Company Ordinary Shares equal to the sum of (a) five percent (5%) of the aggregate number of Company Ordinary Shares issued and outstanding immediately after the Closing, plus (b) such number Company Ordinary Shares issuable pursuant to any outstanding equity incentives or Continuing Company Options which are outstanding immediately prior to the Recapitalization, (iv) the appointment of the members of the Post-Closing Company Board of Directors in accordance with Section 5.15 hereof, (v) the issuance of Company Ordinary Shares and Company Warrants pursuant to this Agreement, including (x) the Company Ordinary Shares issued in connection with the PIPE Investment, (y) the Company Ordinary Shares issuable pursuant to the Recapitalization, and (z) the Company Ordinary Shares issuable upon exercise of the Company Warrants, the Continuing Warrants and Continuing Company Options; and (vi) such other matters as the Company and ITAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Company Shareholder Approval Matters”), and (vii) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of the Company. The Company shall use its reasonable best efforts to solicit from the holders of Company Ordinary Shares and Company Preferred Shares proxies or written consents in favor of the Company Shareholder Approval Matters, and to take all other actions necessary or advisable to secure the Required Company Shareholder Approval, including enforcing the Voting Agreements.
(c) ITAC and the Company shall cooperate and provide the other Party (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing . The Registration Statement shall be made without the consent of SPAC and DoubleDragon. DoubleDragon shall provide include such information concerning the Company Group Target Companies and its their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause In connection with the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to Proxy Statement, the Company and ITAC will file with the SEC financial and other information about the Transactions in accordance with applicable Laws Law and subject to the terms applicable proxy solicitation and conditions of this Agreement and the SPACregistration statement rules, ITAC’s Organizational Documents, the Israeli Companies Law, the Delaware Law and the rules and regulations of the SEC and Nasdaq.
(d) Each of SPAC, PubCo ITAC and DoubleDragon the Company shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo ITAC and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time to the Company and location to DoubleDragon, PubCo, SPAC ITAC and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC ITAC and PubCo the Company shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersITAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACITAC’s Organizational Documents.
(e) SPACITAC and the Company, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party The Company shall provide the other Party ITAC with copies of any written comments, and shall inform the other Party ITAC of any material oral comments, that such Party the Company or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party ITAC a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(f) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by becoming effective, ITAC (with the SEC, SPAC reasonable cooperation of the Company) shall distribute the Proxy Statement to SPAC Shareholders, ITAC’s shareholders and, pursuant thereto, shall call SPAC the Special Meeting in accordance with applicable Laws the Delaware Law for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicableRegistration Statement. SPAC After the Registration Statement is declared effective under the Securities Act, ITAC shall take necessary actions solicit proxies from the ITAC stockholders to enforce Section 1 vote in favor of the Letter AgreementITAC Stockholder Approval Matters, dated as approved by the ITAC board of January 18directors, 2024which approval shall also be included in the Registration Statement.
(g) If on the date for which the ITAC Special Meeting is scheduled, by and among SPAC, the Sponsor and certain directors and officers ITAC has not received proxies representing a sufficient number of SPAC, in order shares to obtain the Required SPAC ITAC Shareholder Approval, whether or not a quorum is present, ITAC may make one or more successive postponements or adjournments of the Special Meeting. ITAC may also adjourn the ITAC Special Meeting to establish a quorum or if the ITAC stockholders have elected to redeem a number of shares of ITAC Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 6.2(f) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall ITAC adjourn the ITAC Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. Except as otherwise required by applicable Law, ITAC covenants that none of the ITAC board of directors (including any committee thereof) or ITAC shall withdraw, withhold or modify, or publicly propose a change to any recommendation in support of the Transactions.
(h) ITAC and the Company shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, ITAC’s Organizational Documents, the Existing Articles and this Agreement in the preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on Nasdaq, any solicitation of proxies thereunder, the calling and holding of the Special Meeting and the Redemption.
(i) The Company (with reasonable cooperation from ITAC) shall take such steps as are necessary for the listing of the Company Ordinary Shares and the Company Public Warrants on Nasdaq, as a successor issuer, and shall provide such information as is necessary to obtain Nasdaq approval of such listing.
Appears in 1 contract
Sources: Business Combination Agreement (Industrial Tech Acquisitions, Inc.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo KAVL and DoubleDragon Pubco shall jointly prepare, prepare with the assistance of Delta and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form F-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of KAVL Securities at the Effective Time, which Registration Statement will also contain a proxy statement of KAVL (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) providing the public shareholders of SPAC an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPAC’s Organizational Documents and the Prospectus, and (2) soliciting proxies from SPAC Shareholders KAVL stockholders for the matters to vote be acted upon at the SPAC Special Stockholder Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders KAVL stockholders to vote, at a special meeting of KAVL stockholders to be called and held for such purpose (the SPAC “Special Stockholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the transactions contemplated hereby or referred Transactions (including, to hereinthe extent required, the issuance of any securities in any Transaction Financing), by the holders of KAVL Stock in accordance with KAVL’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (iiB) the replacement of the existing memorandum and articles of association of SPAC with the Amended PubCo Charter, (iii) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including the adoption and approval of the memorandum a new Equity Incentive Plan for Pubco, in form and articles of association of the Merger Sub 2substance to be mutually agreed by Pubco, as in effect immediately Delta and KAVL prior to the SPAC Merger Effective TimeClosing (the “Pubco Equity Plan”), as which will provide that the memorandum and articles total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to fifteen percent (15%) of the association aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, and containing a customary “evergreen” provision equal to two percent (2%) of the SPAC Surviving Sub at outstanding Pubco Ordinary Shares on a fully diluted basis per annum, (C) the SPAC Merger Effective Timeappointment, and designation of classes, of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (D) such other matters as Delta, Pubco and KAVL shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) through (D), collectively, the “Stockholder Approval Matters”), and (ivE) the adjournment of the SPAC Special Stockholder Meeting, if necessary or desirable in the reasonable determination of SPAC KAVL.
(collectivelyc) If, on the “SPAC Shareholder Approval Matters”). If on date one (1) day immediately preceding the date for which SPAC the Special Stockholder Meeting is scheduled, SPAC has KAVL reasonably believes that it will not received receive proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)KAVL Stockholder Approval, whether or not a quorum is present, SPAC or KAVL will not have sufficient shares of KAVL Stock to constitute a quorum, KAVL may in its sole discretion make one or more successive postponements or adjournments of SPAC the Special Meeting.
Stockholder Meeting as long as such Special Stockholder Meeting is not postponed more than five (c5) days for each postponement or adjournment or an aggregate of ten (10) days for all such postponements or adjournments. In connection with the Registration Statement, SPAC, DoubleDragon KAVL and PubCo will jointly file, with the Company Party’s reasonable cooperation, Pubco shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACKAVL’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (KAVL and its counsel), PubCo Pubco shall cooperate and provide Delta (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon Delta shall provide KAVL with such information concerning the Company Group Delta Companies and its their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon Delta shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC .
(d) Pubco shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable best efforts to cause have the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the other transactions contemplated hereby subject hereby, which shall include reasonable best efforts to applicable Laws and subject cause to be delivered to consent from its independent auditors, in form reasonably satisfactory to the terms recipient and conditions of this Agreement customary in scope and substance for consents delivered by independent public accountants in connection with registration statements on Form F-4 under the SPAC’s Organizational Documents.
(d) Each of SPAC, PubCo and DoubleDragon Securities Act. Pubco shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Proxy StatementSpecial Stockholder Meeting, respectively. Each of SPACKAVL, PubCo Pubco and DoubleDragon Delta shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonDelta, PubCoPubco, SPAC KAVL and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Pubco shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC Shareholders, in each case as and KAVL’s stockholders to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACKAVL’s Organizational Documents.
(e) SPAC; provided, PubCo and DoubleDragon shall promptly respond to any SEC comments on however, Pubco may not amend the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any without KAVL’s written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such commentsconsent.
(f) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, SPAC shall distribute the Proxy Statement to SPAC Shareholders, and, pursuant thereto, shall call SPAC Special Meeting in accordance with applicable Laws of the British Virgin Islands as promptly as practicable. SPAC shall take necessary actions to enforce Section 1 of the Letter Agreement, dated as of January 18, 2024, by and among SPAC, the Sponsor and certain directors and officers of SPAC, in order to obtain the Required SPAC Shareholder Approval.
Appears in 1 contract
Sources: Merger and Share Exchange Agreement (Kaival Brands Innovations Group, Inc.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Special Meeting and providing the public shareholders of SPAC Public Shareholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Purchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their Purchaser Ordinary Shares redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the shareholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Purchaser Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Purchaser Shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the SPAC “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Conversion (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Companies Act, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the replacement effecting of the existing memorandum and articles of association of SPAC with the Amended PubCo CharterConversion, (iii) any the change of name of the Purchaser and the adoption and approval of the Conversion Organizational Documents, (iv) the adoption and approval of a new equity incentive plan, in a form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including those for the Assumed Options) equal twenty percent (20%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) adoption and approval of a new a new employee stock purchase plan in a form to be mutually agreed between Purchaser and the Company (the “ESPP””), which will provide for awards of purchase rights for a number of shares of Purchaser Common Stock, with an initial pool of five percent (5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption with an annual evergreen of two percent (2%) of the total number of shares of Purchaser Common Stock issued and outstanding, as of the day prior to such increase, (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vii) such other proposals that matters as the Parties agree are Company and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger and the other transactions contemplated by this Agreement (including the adoption and approval of approvals described in foregoing clauses (i) through (vii), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Purchaser Shareholder Approval Matters”), and (ivviii) the adjournment of the SPAC Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)Purchaser. If on the date for which SPAC the Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Purchaser Shareholder Approval (as defined below)Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Purchaser Special Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Purchaser will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin IslandsCompanies Act, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo and DoubleDragon Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Purchaser and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPurchaser and, SPAC after the Closing, the Purchaser Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Purchaser shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC Purchaser Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(ec) SPACPurchaser, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Purchaser shall distribute the Proxy Registration Statement to SPAC ShareholdersPurchaser’s shareholders and the Company Stockholders, and, pursuant thereto, shall call SPAC the Purchaser Special Meeting in accordance with applicable Laws the Companies Act for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicable. SPAC Registration Statement.
(e) Purchaser shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter AgreementRegistration Statement, dated as any solicitation of January 18, 2024, by and among SPACproxies thereunder, the Sponsor calling and certain directors holding of the Purchaser Special Meeting and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalRedemption.
Appears in 1 contract
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Purchaser Class A Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Purchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Purchaser Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and to the extent required, the issuance of any shares in connection with a PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the replacement adoption and approval of the existing memorandum Amended and articles Restated Certificate of association Incorporation in form and substance reasonably acceptable to the Company and the Purchaser, including the change of SPAC with the name of the Purchaser; provided, that if the Amended PubCo CharterCompany Charter and the Class B Share Exchange are not agreed to by the Company Special Committee or not approved by the High Vote Company Stockholder Approval, the Amended Purchaser Charter will not include any provisions regarding the Purchaser Class B Common Stock and will only provide for a single class of common stock, (iii) any adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including for the Assumed Options) equal to ten percent (10%) of (x) the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), plus (y) the number of Earnout Shares potentially issuable pursuant to the milestones set forth in Section 1.13 of this Agreement, which Incentive Plan shall have an annual “evergreen” increase as of January 1 of each calendar year, beginning with January 1, 2024 and continuing until (and including January 1, 2033, with such annual increase not to exceed two (2%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding as of the end of the day immediate prior to such increase, (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other proposals that matters as the Parties agree are Company and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger and the other transactions contemplated by this Agreement (including the adoption and approval of approvals described in foregoing clauses (i) through (v), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Purchaser Stockholder Approval Matters”), and (ivvi) the adjournment of the SPAC Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)Purchaser. If on the date for which SPAC the Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Purchaser Special Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon and PubCo the Purchaser will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (The Purchaser shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide the Purchaser with such information concerning the Company Group and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo and DoubleDragon The Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Purchaser and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPurchaser and, SPAC after the Closing, the Purchaser Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Purchaser shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(ec) SPACPurchaser, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by becoming effective, the SEC, SPAC Purchaser shall distribute the Proxy Registration Statement to SPAC Shareholdersthe Purchaser’s stockholders, and, pursuant thereto, shall call SPAC duly call, give notice of, convene and hold the Purchaser Special Meeting in accordance with the DGCL.
(e) Purchaser shall comply with all applicable Laws Laws, any applicable rules and regulations of Nasdaq, the Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the British Virgin Islands as promptly as practicable. SPAC shall take necessary actions to enforce Section 1 Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Letter Agreement, dated as of January 18, 2024, by Purchaser Special Meeting and among SPAC, the Sponsor and certain directors and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalRedemption.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Deep Medicine Acquisition Corp.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Purchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their shares of Purchaser Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Purchaser Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the Equity Line of Credit), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the replacement adoption and approval of the existing memorandum and articles of association of SPAC with the Amended PubCo Purchaser Charter, (iii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) the adoption and approval of the Purchaser Equity Incentive Plan and any equity grants, to the extent required, (v) such other proposals that matters as the Parties agree are Company and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger and the other transactions contemplated by this Agreement (including the adoption and approval of approvals described in foregoing clauses (i) through (v), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Purchaser Stockholder Approval Matters”), and (ivvi) the adjournment of the SPAC Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)Purchaser. If on the date for which SPAC the Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Purchaser Special Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Purchaser will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group and its equity holdersstockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo and DoubleDragon Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Purchaser and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPurchaser and, SPAC after the Closing, the Purchaser Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Purchaser shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(ec) SPACPurchaser, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Purchaser shall distribute the Proxy Registration Statement to SPAC ShareholdersPurchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call SPAC the Purchaser Special Meeting in accordance with applicable Laws the DGCL for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicable. SPAC Registration Statement.
(e) Purchaser shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter AgreementRegistration Statement, dated as any solicitation of January 18, 2024, by and among SPACproxies thereunder, the Sponsor calling and certain directors holding of the Purchaser Special Meeting and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalRedemption.
Appears in 1 contract
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo the Company shall prepare and DoubleDragon shall jointly prepare, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form F-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Company’s Ordinary Shares and the Company Warrants to be issued under this Agreement to the holders of VSAC Common Stock and the Company Ordinary Shares issuable upon exercise or conversion of the Company Warrants outstanding prior to the Effective Time, which Registration Statement will also contain a proxy statement of VSAC (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from VSAC stockholders for the matters to be acted upon at the VSAC Special Meeting and providing the public shareholders of SPAC Public Shareholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACVSAC’s Organizational Documents and the Prospectus, and IPO Prospectus to have their VSAC Class A Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder VSAC Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders VSAC stockholders to vote, at a special meeting of VSAC stockholders to be called and held for such purpose (the SPAC “VSAC Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to hereinTransactions, (ii) the replacement approval of the existing memorandum issuance of VSAC Securities in the PIPE Investment, by VSAC stockholders in accordance with VSAC’s Organizational Documents, the Delaware Law and articles the rules and regulations of association of SPAC with the Amended PubCo CharterSEC and Nasdaq, if applicable, (iii) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including the adoption and approval of the memorandum and articles of association of the Merger Sub 2Restated VSAC Certificate, as in effect immediately prior to the SPAC Merger Effective Time, (iv) such other matters as the memorandum Company and articles of VSAC shall hereafter mutually determine to be necessary or appropriate in order to effect the association of Transactions (the SPAC Surviving Sub at approvals described in foregoing clauses (i), (ii), (iii) and (iv)), collectively, the SPAC Merger Effective Time“VSAC Stockholder Approval Matters”), and (ivv) the adjournment of the SPAC VSAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC VSAC. In connection with the Registration Statement and the Merger, the Company shall (w) assist VSAC in obtaining Nasdaq approval of the Merger and the change of control resulting from the Merger, (x) file any listing application necessary for the listing of the Company on Nasdaq as successor issuer to VSAC, (y) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the effectiveness of the Company’s listing of its securities on Nasdaq, and (z) provide VSAC with evidence reasonably requested by VSAC that the Company qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act.
(b) The Company undertakes to obtain the Required Company Shareholder Approval in the manner required by the Existing Articles and the Israeli Companies Law for (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Agreement, including the PIPE Investment), in accordance with the Existing Articles and the Israeli Companies Law and, to the extent applicable, regulations of the SEC and Nasdaq, (ii) the approval of the Restated Company Articles and the Recapitalization; (iii) the adoption and approval of the Equity Plan (as defined in Section 5.17 below), which will provide that the total awards under such Equity Plan when combined with awards under the Company Equity Plan will be a number of Company Ordinary Shares equal to the sum of (a) five percent (5%) of the aggregate number of Company Ordinary Shares issued and outstanding immediately after the Closing, plus (b) such number of Company Ordinary Shares issuable pursuant to the Company Equity Plan after giving effect to the Recapitalization, (iv) the appointment of the members of the Post-Closing Company Board of Directors in accordance with Section 5.16 hereof, (v) the issuance of Company Ordinary Shares and the assumption by the Company of the VSAC Warrants pursuant to this Agreement and the Assignment, Assumption and Amendment to Warrant Agreement, including (x) the Company Ordinary Shares issued in connection with the PIPE Investment, (y) the Company Ordinary Shares issuable pursuant to the Recapitalization, and (z) the Company Ordinary Shares issuable upon exercise of the VSAC Warrants assumed by the Company and Continuing Company Options; and (vi) such other matters as the Company and VSAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Company Shareholder Approval Matters”). If on The Company shall solicit from the date for which SPAC Special Meeting is scheduledholders of all outstanding shares of the Company proxies or written consents in favor of the Company Shareholder Approval Matters, SPAC has not received proxies representing a sufficient number of shares and to obtain take all other actions necessary or advisable to secure the Required SPAC Company Shareholder Approval (as defined below)Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of SPAC Special Meetingincluding enforcing the Voting Agreements.
(c) In connection with the Registration Statement, SPAC, DoubleDragon VSAC and PubCo will jointly file, with the Company Party’s reasonable cooperation, with shall cooperate and provide the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents and applicable Laws of the British Virgin Islands, applicable Laws of the Cayman Islands and the rules and regulations of the SEC and Nasdaq. SPAC (and its counsel), PubCo Party (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing . The Registration Statement shall be made without the consent of SPAC and DoubleDragon. DoubleDragon shall provide include such information concerning the Company Group Target Companies and its their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause In connection with the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to Proxy Statement, the Company and VSAC will file with the SEC financial and other information about the Transactions in accordance with applicable Laws Law and subject to the terms applicable proxy solicitation and conditions of this Agreement and the SPACregistration statement rules, VSAC’s Organizational Documents, the Israeli Companies Law, the Delaware Law and the rules and regulations of the SEC and Nasdaq.
(d) Each of SPAC, PubCo VSAC and DoubleDragon the Company shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the VSAC Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo VSAC and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time to the Company and location to DoubleDragon, PubCo, SPAC VSAC and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC VSAC and PubCo the Company shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersVSAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACVSAC’s Organizational Documents.
(e) SPACVSAC and the Company, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party The Company shall promptly provide the other Party VSAC with copies of any written comments, and shall inform the other Party VSAC of any material oral comments, that such Party the Company or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the VSAC Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party VSAC a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(f) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by becoming effective, VSAC (with the SEC, SPAC reasonable cooperation of the Company) shall distribute the Proxy Statement to SPAC Shareholders, VSAC’s shareholders and, pursuant thereto, shall call SPAC the VSAC Special Meeting in accordance with applicable Laws the Delaware Law for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicableRegistration Statement. SPAC After the Registration Statement is declared effective under the Securities Act, VSAC shall take necessary actions solicit proxies from the VSAC stockholders to enforce Section 1 vote in favor of the Letter AgreementVSAC Stockholder Approval Matters, dated as approved by the VSAC board of January 18directors, 2024which approval shall also be included in the Registration Statement.
(g) If on the date for which the VSAC Special Meeting is scheduled, by and among SPAC, the Sponsor and certain directors and officers VSAC has not received proxies representing a sufficient number of SPAC, in order shares to obtain the Required SPAC VSAC Shareholder Approval, whether or not a quorum is present, VSAC may make one or more successive postponements or adjournments of the VSAC Special Meeting. VSAC may also adjourn the VSAC Special Meeting to establish a quorum or if the VSAC stockholders have elected to redeem a number of shares of VSAC Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 6.2(e) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall VSAC adjourn the VSAC Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. Except as otherwise required by applicable Law, VSAC covenants that none of the VSAC board of directors (including any committee thereof) or VSAC shall withdraw, withhold or modify, or publicly propose a change to any recommendation in support of the Transactions.
(h) VSAC and the Company shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, VSAC’s Organizational Documents, the Existing Articles and this Agreement in the preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on Nasdaq, any solicitation of proxies thereunder, the calling and holding of the VSAC Special Meeting and the Redemption.
(i) The Company (with reasonable cooperation from VSAC) shall take such steps as are necessary for the listing of the Company Ordinary Shares and the Company Public Warrants on Nasdaq, as a successor issuer, and shall provide such information as is necessary to obtain Nasdaq approval of such listing.
Appears in 1 contract
Sources: Business Combination Agreement (Vision Sensing Acquisition Corp.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo Purchaser and DoubleDragon Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities and the Company Security Holders pursuant to the Transactions (including the Earnout Shares,if permissible under the Form S-4), which Registration Statement will also contain a proxy statement of Purchaser (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from the Purchaser Stockholders for the matters to be acted upon at the Purchaser Special Stockholder Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACPurchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their Purchaser Class A Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser Stockholders to vote, at an special meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Purchaser Special Stockholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the transactions contemplated hereby or referred Transactions (including the Assumed Options regardless of whether the Pubco Equity Plan is approved in subsection (B) below and, to hereinthe extent required, the issuance of any PIPE Shares), by the holders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (iiB) the replacement of the existing memorandum and articles of association of SPAC with the Amended PubCo Charter, (iii) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including the adoption and approval of a new omnibus equity incentive plan for Pubco, in form and substance reasonably acceptable to Purchaser and the memorandum Company (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of shares of Pubco Class A Common Stock equal to the greater of (i) the number of shares of Pubco Common Stock that are subject to the Assumed Options, and articles of association (ii) ten percent (10%) of the Merger Sub 2aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing, as (C) the appointment of the members of the Post-Closing Pubco Board, in effect immediately prior each case in accordance with Section 8.14 hereof, (D) the approval of an amendment to the SPAC Merger Effective TimeInsider Letter, effective upon the Closing, to reduce the Founder Shares Lock-up Period set forth in clause (A) of Section 8(a) thereof from one year after the completion of the Business Combination and provide that (i) twenty five percent (25%) of the Founder Shares will be released upon the filing of Pubco’s first Form 10-Q or Form 10-K filing made six (6) months after the Closing and (ii) and an additional 25% of the Founder Shares will be released after each Form 10-Q or Form 10-K that is filed each quarter thereafter (in addition to the early release for stock price performance and a subsequent sale as set forth in the current Insider Letter lock-up) (the “Insider Letter Amendment Approval”); and (E) such other matters as the memorandum Company, Pubco and articles of Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the association of Transactions (the SPAC Surviving Sub at approvals described in foregoing clauses (A) through (E), collectively, the SPAC Merger Effective Time“Stockholder Approval Matters”), and (ivF) the adjournment of the SPAC Purchaser Special Stockholder Meeting, if necessary or desirable in the reasonable determination of SPAC Purchaser.
(collectively, the “SPAC Shareholder Approval Matters”). b) If on the date for which SPAC the Purchaser Special Stockholder Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Purchaser Special Stockholder Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon Purchaser and PubCo Pubco will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACPurchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser and its counsel), PubCo Pubco shall cooperate and provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(dc) Each of SPAC, PubCo Purchaser and DoubleDragon Pubco shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Special Stockholder Meeting and the Proxy StatementRedemption. Each of SPACPurchaser, PubCo Pubco and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPubco, SPAC Purchaser and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC Purchaser and PubCo Pubco shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(ed) SPACPurchaser and Pubco, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser and Pubco shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser, Pubco or its representatives their respective Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Special Stockholder Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fe) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, SPAC Purchaser and Pubco shall distribute the Proxy Registration Statement to SPAC Shareholders, Purchaser’s stockholders and, pursuant thereto, shall call SPAC the Purchaser Special Stockholder Meeting in accordance with the DGCL.
(f) Purchaser and Pubco shall comply with all applicable Laws Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the British Virgin Islands as promptly as practicable. SPAC shall take necessary actions to enforce Section 1 Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Letter Agreement, dated as of January 18, 2024, by Purchaser Special Stockholder Meeting and among SPAC, the Sponsor and certain directors and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalRedemption.
Appears in 1 contract
Sources: Business Combination Agreement (Healthwell Acquisition Corp. I)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPACMICT and BVI Pubco, PubCo shall prepare with the reasonable assistance of BI China and DoubleDragon shall jointly prepareParagonEx, and PubCo and SPAC shall jointly file with the SECSEC a Registration Statement on Form F-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the BVI Pubco Ordinary Shares to be issued under this Agreement to the holders of MICT Securities, the BI China Purchased Securities, the ParagonEx Purchased Securities, the ParagonEx Founders’ Additional Shares and the shares issuable to the PIPE Investors, which Registration Statement will also contain a proxy statement of MICT (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) providing the public shareholders of SPAC an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPAC’s Organizational Documents and the Prospectus, and (2) soliciting proxies from SPAC Shareholders MICT stockholders for the matters to vote be acted upon at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) . The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders MICT stockholders to vote, at a special meeting of MICT stockholders to be called and held for such purpose (the SPAC “Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to hereinTransactions requiring such approval by the holders of MICT Common Stock in accordance with MICT’s Organizational Documents, the Delaware Act and the rules and regulations of the SEC and Nasdaq and presenting the Merger (ii) the replacement of the existing memorandum such other matters as BNN, ParagonEx, MICT and articles of association of SPAC with the Amended PubCo Charter, (iii) any other proposals that the Parties agree are BVI Pubco shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the transactions contemplated by this Agreement Transactions (including the adoption approvals described in foregoing clauses (i) and approval of (ii), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“MICT Stockholder Approval Matters”), and (iviii) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC MICT. MICT agrees to use commercially reasonable efforts to include the following items in the Proxy Statement: (i) the adoption and approval of a new Equity Incentive Plan for BVI Pubco, in the form to be mutually agreed by the Parties (collectively, the “SPAC Shareholder Approval MattersGFH Equity Plan”), including the GFH Israeli Sub-Plan, which plan will provide that the aggregate awards under such plan shall be for a number of BVI Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of BVI Pubco Ordinary Shares issued and outstanding immediately after the Closing (which number of shares awarded for the avoidance of doubt shall not include the MICT Replacement Options), (ii) the appointment of the members of the Post-Closing BVI Pubco Board, and (iii) the amendment of the MICT Charter to effect a reverse stock split of the MICT Common Stock solely in order to comply with Section 12.1(i). For the avoidance of doubt, the proposals set forth in clauses (i), (ii) and (iii) of the preceding sentence shall not be deemed to be MICT Stockholder Approval Matters and such proposals shall not constitute conditions to the Closing. If as of the close of business on the Business Day prior to the date for which SPAC the Special Meeting is scheduled, SPAC MICT has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Stockholder Approval, whether or not a quorum is present, SPAC MICT may make one or more successive postponements or adjournments of SPAC the Special Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon and PubCo MICT will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACMICT’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands Delaware Act and the rules and regulations of the SEC and Nasdaq. SPAC MICT shall cooperate and provide BVI Pubco, BI China and ParagonEx (and its counsel), PubCo (and its their respective counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon BI China shall provide MICT and BVI Pubco, with such information concerning the Company Group BI China Target Companies and its equity holderstheir shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations and ParagonEx shall provide MICT and BVI Pubco, with such information concerning the ParagonEx Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations, that may be required or appropriate MICT and BVI Pubco, reasonably requests for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon BI China and ParagonEx, as applicable, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holdersNotwithstanding the foregoing, officersMICT makes no covenant, directors, employees, assets, liabilities, condition (financial representation or otherwise), business and operations that may be required or appropriate for inclusion warranty with respect to statements made in the Registration StatementStatement (and the letter to stockholders, or in any amendments or supplements thereto, which information provided by SPAC shall be true notice of meeting and correct and not contain any untrue statement form of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwiseproxy included therewith), business and operationsif any, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which based on information provided by the relevant Acquisition Entity BNN, BI China or ParagonEx or any of their Representatives for inclusion therein.
(b) MICT and BVI Pubco, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(d) Each of SPAC, PubCo and DoubleDragon shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Proxy StatementSpecial Meeting. Each of SPACBVI Pubco, PubCo MICT, BI China and DoubleDragon shallParagonEx shall use commercially reasonable efforts to, and shall cause each of its Subsidiaries (excluding any Subsidiaries of MICT that are to be spun off in connection with the Spin Off) to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time to BVI Pubco, MICT, BI China, ParagonEx and, after the Closing, BVI Pubco, BNN and location to DoubleDragonthe ParagonEx Seller Representative, PubCo, SPAC and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC BVI Pubco and PubCo MICT shall jointly amend or supplement the Registration Statement and shall use commercially reasonable efforts to cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersMICT’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACMICT’s Organizational Documents.
(ec) SPACMICT and BVI Pubco, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party MICT and BVI Pubco shall provide the other Party BI China and ParagonEx with copies of any written comments, and shall inform the other Party BI China and ParagonEx of any material oral comments, that such Party MICT, BVI Pubco, or its representatives their respective Representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement Special Meeting promptly after the receipt of such comments and shall give the other Party BI China and ParagonEx a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC becoming effective, MICT and being declared effective by the SEC, SPAC BVI Pubco shall distribute the Proxy Registration Statement to SPAC Shareholders, MICT’s stockholders and, pursuant thereto, shall call SPAC the Special Meeting in accordance with applicable Laws the Delaware Act for a date no later than sixty (60) days following the effectiveness of the British Virgin Islands as promptly as practicable. SPAC Registration Statement.
(e) MICT and BVI Pubco, shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, MICT’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter AgreementRegistration Statement, dated as any solicitation of January 18, 2024, by proxies thereunder and among SPAC, the Sponsor calling and certain directors and officers holding of SPAC, in order to obtain the Required SPAC Shareholder ApprovalSpecial Meeting.
Appears in 1 contract
Sources: Acquisition Agreement (MICT, Inc.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Purchaser Extraordinary General Meeting and providing the public shareholders of SPAC Public Shareholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Purchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their Purchaser Ordinary Shares redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Purchaser Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the SPAC Special “Purchaser Extraordinary General Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Reincorporation, by the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the Securities Act, the Cayman Islands Companies Law, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the replacement effecting of the existing memorandum and articles of association of SPAC with the Amended PubCo CharterReincorporation, (iii) any the change of name of the Purchaser and the adoption and approval of the Amended Organizational Documents, (iv) the adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vi) such other proposals that matters as the Parties agree are Company and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger and the other transactions contemplated by this Agreement (including the adoption and approval of approvals described in foregoing clauses (i) through (vi), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Purchaser Shareholder Approval Matters”), and (ivvii) the adjournment of the SPAC Special Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)Purchaser. If on the date for which SPAC Special the Purchaser Extraordinary General Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Purchaser Shareholder Approval (as defined below)Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC Special the Purchaser Extraordinary General Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Purchaser will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin IslandsSecurities Act, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no Purchaser shall consider any such filing shall be comments timely made without the consent of SPAC and DoubleDragonin good faith. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC If required by applicable SEC rules or regulations, such financial information provided by the Target Companies must be reviewed or audited by the Target Companies’ auditors. The Purchaser shall provide such cause any information concerning SPAC and the Purchaser or its equity holdersstockholders, officers, directors, employees, assets, liabilitiesLiabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion included in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall to be true and correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo and DoubleDragon Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Extraordinary General Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Purchaser and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPurchaser and, SPAC after the Closing, the Purchaser Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Purchaser shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances.
(ec) SPACPurchaser, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Extraordinary General Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Purchaser shall distribute the Proxy Registration Statement to SPAC ShareholdersPurchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call SPAC Special the Purchaser Extraordinary General Meeting in accordance with applicable Laws Cayman Islands Companies Law for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicableRegistration Statement.
(e) Purchaser shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Extraordinary General Meeting and the Redemption. SPAC Purchaser shall apply for, and shall take necessary commercially reasonable actions to enforce Section 1 cause, Purchaser Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq as of the Letter Agreement, dated as of January 18, 2024, by and among SPAC, the Sponsor and certain directors and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalClosing.
Appears in 1 contract
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Purchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their shares of Purchaser Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Purchaser Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectusMatters.
(b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Purchaser Special Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (iiand, to the extent required, the issuance of any shares in connection with any PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (B) the replacement adoption and approval of the existing memorandum and articles of association of SPAC with the Amended PubCo Purchaser Charter, (iiiC) any adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit G hereto (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (D) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.18 hereof, (E) such other proposals that matters as the Parties agree are Company and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger and the other transactions contemplated by this Agreement (including the adoption and approval of approvals described in foregoing clauses (A) through (E), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Purchaser Shareholder Approval Matters”), and (ivF) the adjournment of the SPAC Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC Purchaser.
(collectively, the “SPAC Shareholder Approval Matters”). c) If on the date for which SPAC the Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Purchaser Shareholder Approval (as defined below)Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Purchaser Special Meeting. Purchaser shall use its reasonable best efforts to solicit from the Purchaser stockholders proxies in favor of the Purchaser Shareholder Approval Matters prior to such Purchaser Special Meeting, and to take all other reasonable actions necessary or advisable to secure the Required Purchaser Shareholder Approval.
(cd) [RESERVED]
(e) In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Purchaser will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no Purchaser shall consider any such filing shall be made without the consent of SPAC and DoubleDragoncomments in good faith. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(df) Each of SPAC, PubCo and DoubleDragon Purchaser shall take any and all commercially exert reasonable and necessary actions required best efforts to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Purchaser and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPurchaser and, SPAC after the Closing, the Purchaser Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Purchaser shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC Shareholders, in each case Purchaser stockholders as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(eg) SPACPurchaser, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Special Meeting, and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such commentscomments (and Purchaser shall consider any such comments by the Company in good faith).
(fh) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Purchaser shall distribute the Registration Statement to the Company Stockholders and the Proxy Statement to SPAC ShareholdersPurchaser’s stockholders, and, pursuant thereto, shall call SPAC the Purchaser Special Meeting in accordance with applicable Laws the DGCL for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands Registration Statement.
(i) Purchaser shall apply for, and shall use reasonable best efforts to cause the Purchaser Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq as promptly as practicable. SPAC shall take necessary actions to enforce Section 1 of the Letter AgreementClosing Date and shall comply with all applicable Laws, dated as any applicable rules and regulations of January 18Nasdaq, 2024Purchaser’s Organizational Documents and this Agreement in the preparation, by filing and among SPACdistribution of the Registration Statement, any solicitation of proxies thereunder, the Sponsor calling and certain directors holding of the Purchaser Special Meeting and officers the Redemption.”
c. Section 5.20 of SPAC, the Original Agreement is hereby amended to delete clause (i) thereof in order to obtain its entirety and replace it with the Required SPAC Shareholder Approvalfollowing: “[RESERVED]”.
Section 6.1 (b) of the Original Agreement is hereby deleted in its entirety and replaced with the following: “[RESERVED]”.
Appears in 1 contract
Sources: Agreement and Plan of Merger (AMCI Acquisition Corp.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo Purchaser and DoubleDragon Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SEC, a registration statement on Form F-4 (ias amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Special Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACPurchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their Purchaser Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Special Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the transactions contemplated hereby or referred Transactions (including to hereinthe extent required, (ii) the replacement issuance of any shares in connection with the PIPE Investment), by the holders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents, the Delaware Act and the rules and regulations of the existing memorandum SEC and articles of association of SPAC with Nasdaq, and (B) such other matters as the Amended PubCo CharterCompany, (iii) any other proposals that the Parties agree are Pubco and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the transactions contemplated by this Agreement Transactions (including the adoption approvals described in foregoing clauses (A) and approval of (B), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Stockholder Approval Matters”), and (ivC) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”). If on the date for which SPAC Special Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below), whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of SPAC Special MeetingPurchaser.
(cb) In connection with the Registration Statement, SPAC, DoubleDragon Purchaser and PubCo Pubco will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACPurchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands Delaware Act and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser and its counsel), PubCo Pubco shall cooperate and provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SECSEC and shall give due consideration to comments provided by the Company (and its counsel). Neither the Registration Statement nor the Proxy Statement, and no such filing nor any amendment or supplement to the Registration Statement or the Proxy Statement, shall be made filed without the consent approval (not to be unreasonably withheld, delayed or conditioned) of SPAC both Purchaser and DoubleDragonthe Company. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(dc) Each of SPAC, PubCo Purchaser and DoubleDragon Pubco shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Special Meeting and the Proxy StatementRedemption. Each of SPACPurchaser, PubCo Pubco and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPubco, SPAC Purchaser and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC Purchaser and PubCo Pubco shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(ed) SPACPurchaser and Pubco, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to (i) “clear” comments from the SEC SEC, (ii) cause the Registration Statement to become effective and become effective(iii) keep the Registration Statement effective for as long as necessary to consummate the transactions contemplated hereby. Each Party Purchaser and Pubco shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser, Pubco or its representatives their respective Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. Purchaser and Pubco shall not file any comment response letters with the SEC without the approval (not to be unreasonably withheld, delayed or conditioned) of both Purchaser and the Company.
(fe) As soon as reasonably practicable following after the SEC declares the Registration Statement “clearing” comments from the SEC effective, Purchaser and being declared effective by the SEC, SPAC Pubco shall distribute the Proxy Statement contained in the Registration Statement to SPAC Shareholders, Purchaser’s stockholders and, pursuant thereto, shall call SPAC duly call, give notice of, convene and hold (subject to the last sentence of this Section 7.10(e)) the Special Meeting in accordance with applicable Laws the Delaware Act for a date no later than thirty (30) days following the date on which the SEC declared the Registration Statement effective and shall solicit proxies from the holders of Purchaser securities to vote in favor of the British Virgin Islands as promptly as practicableStockholder Approval Matters. SPAC Purchaser, acting through its board of directors, shall take necessary actions to enforce Section 1 include in the Proxy Statement the recommendation of its board of directors that the holders of Purchaser Common Stock vote in favor of the Letter Agreementadoption of this Agreement and the approval of the Transactions, dated as of January 18, 2024, by and among SPAC, the Sponsor and certain directors and officers of SPAC, in order shall otherwise use its best efforts to obtain the Required SPAC Shareholder Approval. Purchaser shall provide the Company with (i) updates with respect to the tabulated vote counts received by Purchaser, (ii) the right to demand postponement or adjournment of the Special Meeting if, based on the tabulated vote count, Purchaser will not receive the required approval of its stockholders to adopt this Agreement and approve the transactions contemplated hereby and the other Stockholder Approval Matters, and (iii) the right to review and comment on all communication sent to Purchaser’s stockholders, holders of Purchaser Warrants and/or proxy solicitation firms. Neither Purchaser’s board of directors nor any committee or agent or representative thereof shall (i) withdraw (or modify in any manner adverse to the Company), or propose to withdraw (or modify in any manner adverse to the Company), Purchaser board’s recommendation that Purchaser’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, (ii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Alternative Transaction, (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow Purchaser to execute or enter into, any agreement related to an Alternative Transaction, (iv) enter into any agreement, letter of intent, or agreement in principle requiring Purchaser to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (v) fail to recommend against any Alternative Transaction, (vi) fail to re-affirm the aforementioned Purchaser board recommendation at the written request of the Company within five (5) Business Days of such request or (vii) resolve or agree in writing to do any of the foregoing (any of the actions listed in sub-clauses (i) through (vii) of this sentence, a “Change of Recommendation”). If on the date for which the Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Meeting, and shall hold the Special Meeting as soon as reasonably practicable upon Purchaser’s determination that it has received a sufficient number of Purchaser Securities to obtain the Required Shareholder Approval.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s and Pubco’s Organizational Documents, respectively, and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Meeting and the Redemption.
(g) As promptly as practicable after the date the hereof, the Company shall provide to Purchaser and Pubco (collectively, the “Required Registration Statement Company Financials”): (i) consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Companies as of December 31, 2018, December 31, 2017, and December 31, 2016, and the related consolidated audited income statements, changes in shareholder equity and statements of cash flows for the years then ended, each audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor, and (ii) the Company prepared and auditor reviewed financial statements, consisting of the consolidated balance sheet of the Target Companies as of June 30, 2019 (or if required to be provided by applicable Law or the rules or practices of the SEC as of the date of the initial filing of the Registration Statement with the SEC in order for the SEC to accept and review such filing, September 30, 2019) and the related consolidated income statement, changes in shareholder equity and statement of cash flows for the six (6) months (or if applicable, nine (9) months) then ended.
Appears in 1 contract
Sources: Business Combination Agreement (Tiberius Acquisition Corp)
The Registration Statement. (a) As Following the date of this Agreement, SPAC and Pubco shall prepare with the reasonable assistance of the Company, and, as promptly as reasonably practicable after completion of the date hereofCompany’s audited financial statements described in Section 8.4(a), SPAC, PubCo and DoubleDragon shall jointly prepare, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the shares of Pubco Stock to be issued under this Agreement to the holders of SPAC Class A Ordinary Shares and to the holders of Company Units at the SPAC Merger Effective Time and the Company Merger Effective Time, respectively, which Registration Statement will also contain a proxy statement of SPAC (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the public shareholders of SPAC Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to redeem have their SPAC Class A Ordinary Share Shares redeemed (the “Redemption”) in accordance conjunction with SPAC’s Organizational Documents and the Prospectus, and (2) soliciting proxies from SPAC Shareholders to shareholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the SPAC Special “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the transactions contemplated hereby or referred to hereinTransactions as a Business Combination, (ii) as a special resolution, the replacement approval of the existing memorandum SPAC Merger and articles authorization of association SPAC’s entry into the SPAC Certificate of SPAC with the Amended PubCo CharterMerger, (iii) any other proposals that as an ordinary resolution (or if required by applicable Law or the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including SPAC Memorandum and Articles, as a special resolution) the adoption and approval of the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, such other matters as the memorandum Seller, the Company, Pubco and articles of SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the association of Transactions (the approvals described in foregoing clauses (i) through (iii), collectively, the “SPAC Surviving Sub at the SPAC Merger Effective TimeShareholder Approval Matters”), and (iv) as an ordinary resolution, the adjournment of the SPAC Special Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC (collectivelyMemorandum and Articles, the “SPAC Shareholder Approval Matters”)Cayman Act, and the rules and regulations of the SEC and Nasdaq. If on the date for which SPAC Special the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of SPAC Special Meeting.
(c) the Extraordinary General Meeting in accordance with Section 8.11(d). In connection with the Registration Statement, SPAC, DoubleDragon SPAC and PubCo Pubco will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents the SPAC Memorandum and applicable Laws of the British Virgin IslandsArticles, applicable Laws of the Cayman Islands Act and the rules and regulations of the SEC and Nasdaq. SPAC and Pubco shall cooperate and provide the Seller (and its counsel), PubCo (and its their counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, . The Company and no such filing the Seller shall be made without the consent of provide SPAC and DoubleDragon. DoubleDragon shall provide Pubco with such information concerning the Company Group Company, the Seller and its equity holderstheir respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company and the Seller shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo SPAC and DoubleDragon Pubco shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Extraordinary General Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Pubco and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPubco, SPAC SPAC, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Pubco shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC’s Organizational Documents, which consent shall not to be unreasonably withheld, conditioned or delayed.
(ec) SPACSPAC and Pubco, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party SPAC and Pubco shall provide the other Party Seller with copies of any written comments, and shall inform the other Party Seller of any material oral comments, that such Party SPAC, Pubco or its representatives their respective Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Extraordinary General Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Seller and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Seller or their counsel in discussions with the SEC.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Proxy Registration Statement to the SPAC Shareholders, Shareholders and, pursuant thereto, shall call SPAC Special and convene the Extraordinary General Meeting in accordance with applicable Laws for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicableRegistration Statement. SPAC shall take necessary actions shall, through the SPAC Board recommend to enforce Section 1 the SPAC Shareholders the approval of the Letter AgreementSPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, dated with such changes as may be mutually agreed by the Parties. The SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of January 18the SPAC Shareholder Approval Matters (a “Modification in Recommendation”).
(e) SPAC shall comply with all applicable Laws, 2024, by any applicable rules and among SPACregulations of Nasdaq, the Sponsor SPAC Memorandum and certain directors Articles and officers this Agreement in the preparation, filing and distribution of SPACthe Registration Statement, in order to obtain any solicitation of proxies thereunder, the Required SPAC Shareholder Approvalsetting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the Redemption.
Appears in 1 contract
Sources: Business Combination Agreement (Mountain Lake Acquisition Corp.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the shares of Purchaser Class A Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Purchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Purchaser Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the issuance of the Merger Consideration pursuant to this Agreement (and, to the extent required, the issuance of any shares in connection with the PIPE Offering or any other financing which involves the issuance of Purchaser Common Stock), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq; (ii) the replacement adoption and approval of the existing memorandum and articles of association of SPAC with the Amended PubCo Purchaser Charter, ; (iii) any adoption and approval of an equity incentive plan in form and substance mutually acceptable to the Company and the Purchaser (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Recapitalization, the Redemption and the PIPE Offering); (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, such appointment to be effective on the Closing Date; (v) such other proposals that matters as the Parties agree are Company and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger and the other transactions contemplated by this Agreement (including the adoption and approval of the memorandum and articles of association of the Merger Sub 2, as approvals described in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Timeforegoing clauses (i) through (v), collectively, the “Purchaser Stockholder Approval Matters”); and (ivvi) the adjournment of the SPAC Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)Purchaser. If on the date for which SPAC the Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Purchaser Special Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Purchaser will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo and DoubleDragon Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Special Meeting and the Proxy Redemption, and the Company shall assist in such efforts and shall provide such information concerning the Company, its financial statements and its management as is necessary for inclusion in the Registration Statement. Each of SPAC, PubCo Purchaser and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCo, SPAC Purchaser and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Purchaser shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(ec) SPACPurchaser, PubCo and DoubleDragon with the assistance of the Company, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Purchaser shall distribute the Proxy Registration Statement to SPAC ShareholdersPurchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call SPAC the Purchaser Special Meeting in accordance with applicable Laws the DGCL for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicable. SPAC Registration Statement.
(e) Purchaser shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter AgreementRegistration Statement, dated as any solicitation of January 18, 2024, by and among SPACproxies thereunder, the Sponsor calling and certain directors holding of the Purchaser Special Meeting and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalRedemption.
Appears in 1 contract
Sources: Merger Agreement (Industrial Tech Acquisitions II, Inc.)
The Registration Statement. (aA) As promptly The Registration Statement, as reasonably practicable after amended to cover the date hereofoffering, SPACissuance and sale by OEI of such number of shares of OEI Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to OEI (net of the Underwriter's discount or commissions) in at least the amount (the "MINIMUM CASH AMOUNT") sufficient when added to the funds, PubCo and DoubleDragon shall jointly prepareif any, available from other sources (the "OTHER FINANCING SOURCES"), if any, and PubCo as set forth in the Registration Statement when it becomes effective under the Securities Act to enable OEI to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the mergers or other acquisition transactions contemplated thereby, and SPAC (3) the total amount of Indebtedness of the Founding Companies and OEI which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by OEI from the IPO and the Other Financing Sources, shall jointly file with have been declared effective under the Securities Act by the SEC, ; (iB) in preliminary form, a proxy statement in connection with no stop order suspending the transactions contemplated by this Agreement (as amended or supplemented, the “Proxy Statement”) to be filed as part effectiveness of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) providing the public shareholders of SPAC an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPAC’s Organizational Documents and the Prospectus, and (2) soliciting proxies from SPAC Shareholders to vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at the SPAC Special Meeting, in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, (ii) the replacement of the existing memorandum and articles of association of SPAC with the Amended PubCo Charter, (iii) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated have been issued by this Agreement (including the adoption and approval of the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time), and (iv) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”). If on the date for which SPAC Special Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below), whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of SPAC Special Meeting.
(c) In connection with the Registration Statement, SPAC, DoubleDragon and PubCo will jointly file, with the Company Party’s reasonable cooperation, with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents and applicable Laws of the British Virgin Islands, applicable Laws of the Cayman Islands and the rules and regulations of the SEC and Nasdaq. SPAC (and its counsel), PubCo (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing the SEC shall be made without not have initiated or threatened to initiate Litigation for that purpose; (C) the consent of SPAC and DoubleDragon. DoubleDragon Underwriter shall provide such information concerning have agreed in writing (the Company Group and its equity holders"UNDERWRITING AGREEMENT," which term includes the related pricing agreement, officersif any) to purchase from OEI on a firm commitment basis for resale to the public initially at the IPO Price, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion subject to the conditions set forth in the Underwriting Agreement, such number of shares of OEI Common Stock covered by the Registration StatementStatement as, or in any amendments or supplements theretowhen multiplied by the price per share of OEI Common Stock to be paid by the Underwriter to OEI pursuant to the Underwriting Agreement, which information provided by DoubleDragon shall be true equal at least the Minimum Cash Amount; and correct and not (D) neither the Registration Statement nor the Final Prospectus shall contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made not materially misleading. SPAC shall provide such information concerning SPAC and its equity holderstherein, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(d) Each of SPAC, PubCo and DoubleDragon shall take any and all commercially reasonable and necessary actions required to satisfy the requirements light of the Securities Actcircumstances under which those statements are made, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Proxy Statement. Each of SPAC, PubCo and DoubleDragon shall, and shall cause each of its Subsidiaries to make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragon, PubCo, SPAC and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documentsnot misleading.
(e) SPAC, PubCo and DoubleDragon shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(f) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, SPAC shall distribute the Proxy Statement to SPAC Shareholders, and, pursuant thereto, shall call SPAC Special Meeting in accordance with applicable Laws of the British Virgin Islands as promptly as practicable. SPAC shall take necessary actions to enforce Section 1 of the Letter Agreement, dated as of January 18, 2024, by and among SPAC, the Sponsor and certain directors and officers of SPAC, in order to obtain the Required SPAC Shareholder Approval.
Appears in 1 contract
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo SPAC and DoubleDragon the Company shall jointly prepare, prepare and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of (x) the shares of SPAC Common Stock to be issued under this Agreement as the Merger Consideration Shares and (y) the SPAC Securities deemed reissued in the Domestication, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from SPAC shareholders for the matters to be acted upon at the SPAC Extraordinary General Meeting and providing the public shareholders of SPAC Public Shareholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPAC’s Organizational Documents and the Prospectus, and IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (2the “Closing Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the shareholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders shareholders to vote, at an extraordinary general meeting of SPAC shareholders to be called and held for such purpose (the “SPAC Special Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Domestication, (ii) to the replacement extent required by Nasdaq, SPAC’s Organizational Documents, the Companies Act or the NRS, as an ordinary resolution, the issuance of any shares in connection with the Transaction Financing, including approval of the existing memorandum and articles issuance of association more than twenty percent (20%) of SPAC with Class A Ordinary Shares (or SPAC Common Stock after the Amended PubCo CharterDomestication), (iii) any as a special resolution passed by the holders of the SPAC Class B Ordinary Shares entitled to vote thereon, the approval of the Domestication, including the adoption of the Domestication Organizational Documents, (iv) as a special resolution, the adoption and approval of the Amended SPAC Organizational Documents, (v) as an ordinary resolutions the adoption and approval of a new equity incentive plan in form and substance to be reasonably agreed by SPAC and the Company acting in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of SPAC Common Stock equal to fifteen percent (15%) of the aggregate number of shares of SPAC Common Stock issued and outstanding immediately after the Closing (for the avoidance of doubt, after giving effect to the Closing Redemption), (vi) as an ordinary resolution passed by the holders of the SPAC Class B Ordinary Shares entitled to vote thereon, the appointment of the members of the Post-Closing SPAC Board in accordance with Section 5.16 hereof, (vii) as an ordinary resolution (or if required by applicable Law or the SPAC Organizational Documents, as a special resolution) the adoption and approval of such other proposals that matters as the Parties agree are Company and SPAC shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger, the Domestication and the other transactions contemplated by this Agreement (including the adoption and approval of approvals described in foregoing clauses (i) through (vii), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the “SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective TimeShareholder Approval Matters”), and (ivviii) the adjournment of the SPAC Special Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC (collectivelySPAC, including for the “SPAC Shareholder Approval Matters”)solicitation of proxies hereunder in order to get sufficient votes hereunder. If on the date for which the SPAC Special Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below), whether or not a quorum is presentApproval, SPAC may make one or more successive postponements or or, with the consent of the SPAC Extraordinary General Meeting, adjournments of the SPAC Special Extraordinary General Meeting.
(c) , subject to applicable Law and the SPAC Organizational Documents; provided that when the SPAC Extraordinary General Meeting is postponed or adjourned for thirty days or more, notice of the postponed or adjourned meeting shall be given as in the case of an original meeting. In connection with the Registration Statement, SPAC, DoubleDragon and PubCo SPAC will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents and applicable Laws of Documents, the British Virgin IslandsCompanies Act, applicable Laws of the Cayman Islands NRS and the rules and regulations of the SEC and Nasdaq. Any filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement will be provided by SPAC (and its counsel), PubCo to the Company (and its counsel) for review, and DoubleDragon (SPAC shall give due consideration to any comments of the Company. SPAC and its counsel) shall provide the Company each other Party will advise the other, promptly after they receive notice thereof, of any supplement or amendment filed with a reasonable opportunity respect to review and comment on the Registration Statement or the Proxy Statement, of the suspension of the qualification of the SPAC Common Stock to be issued in connection with this Agreement for offering or sale in any jurisdiction or of any request by the SEC for amendment of the Registration Statement or the Proxy Statement or comments thereon and any amendment responses thereto or supplement thereto prior to filing requests by the same with the SEC, SEC for additional information and no such filing shall be made without the consent responses thereto. Each of SPAC and DoubleDragonthe Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect thereto and any amendments filed in response thereto. DoubleDragon The Company shall provide SPAC with such information concerning the Company Group Target Companies and its equity holderstheir respective stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo and DoubleDragon SPAC shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the SPAC Extraordinary General Meeting and the Proxy StatementClosing Redemption. Each of SPAC, PubCo SPAC and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragon, PubCothe Company, SPAC and, after the Closing, the SPAC Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC Shareholdersshareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(ec) SPAC, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party SPAC shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party SPAC or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the SPAC Extraordinary General Meeting and the Proxy Statement Closing Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC shall distribute the Proxy Registration Statement to SPAC ShareholdersSPAC’s shareholders and the Company Stockholders, and, pursuant thereto, shall call the SPAC Special Extraordinary General Meeting in accordance with applicable Laws the Companies Act for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicable. Registration Statement.
(e) SPAC shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter AgreementRegistration Statement, dated as any solicitation of January 18, 2024, by and among SPACproxies thereunder, the Sponsor calling and certain directors holding of the SPAC Extraordinary General Meeting and officers of SPAC, in order to obtain effecting the Required SPAC Shareholder ApprovalClosing Redemption.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Melar Acquisition Corp. I/Cayman)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the SPAC shall jointly prepare, with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (ithe “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of (x) the New PubCo Common Shares to be issued under this Agreement as the Common Amalgamation Consideration, (y) the Convertible Note Shares to be issued in respect of the Company Shares issued pursuant to conversion of the Company Convertible Notes and (z) the replacement New PubCo Securities to be issued in the SPAC Continuance, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) providing the public shareholders of SPAC an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPAC’s Organizational Documents and the Prospectus, and (2) soliciting proxies from the SPAC Shareholders for the matters to vote be acted upon at the SPAC Special MeetingMeeting and providing the SPAC Public Shareholders an opportunity, as adjourned or postponedin accordance with the SPAC’s Organizational Documents, to have their SPAC Shares redeemed (such rights to have their SPAC Shares redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC Shareholders to vote, at a special meeting of the SPAC Shareholders to be called and held for such purpose (the “SPAC Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to hereinherein by the SPAC Shareholders in accordance with the SPAC’s Organizational Documents, (ii) the replacement effecting of the existing memorandum and articles of association SPAC Continuance, including the conversion of SPAC with the Amended PubCo CharterClass A Shares and SPAC Class B Shares contemplated hereby, (iii) the issuance of New PubCo Common Shares, including any other proposals that New PubCo Common Shares to be issued in connection with the Parties agree are necessary or desirable to consummate Financing, as may be required under Nasdaq’s listing requirements, (iv) a non-binding advisory vote on the transactions contemplated by this Agreement adoption and approval of certain differences between the existing SPAC Charter and bylaws and the New PubCo Organizational Documents, (including v) the adoption and approval of the memorandum New PubCo Organizational Documents, (vi) the adoption and articles approval of association a new equity incentive plan, in a form reasonably acceptable to the Company and the SPAC, and which will provide for the reservation for future issuance of a number of New PubCo Common Shares equal to ten percent (10%) of the Merger Sub 2, as in aggregate number of New PubCo Common Shares issued and outstanding immediately after the Closing (calculated after giving effect immediately prior to the SPAC Merger Effective TimeRedemption, assuming full exercise of the Converted Options and the Converted Warrants and settlement of the Converted RSUs), (vii) such other matters as the memorandum Company and articles of the association of the SPAC Surviving Sub at shall hereafter mutually determine to be necessary or appropriate in order to effect the SPAC Merger Effective TimeArrangement, the Amalgamation and the other transactions contemplated by this Agreement, (the approvals described in foregoing clauses (i) through (vii), and collectively, the “SPAC Shareholder Approval Matters”), (ivviii) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC the SPAC, and (collectivelyix) any other proposals as the SEC or Nasdaq may indicate are necessary in its comments to the Registration Statement or correspondence related thereto.
(b) Notwithstanding anything to the contrary contained in this Agreement, the “SPAC may (and, in the case of the following clause (ii), at the request of the Company, shall) adjourn the SPAC Special Meeting for a period of no longer than fifteen (15) calendar days (in each case): (i) after consultation with the Company, to the extent necessary to ensure that any supplement or amendment to the Registration Statement that the SPAC Board has determined in good faith is required by applicable Law be provided to the SPAC Public Shareholders; (ii), in each case, for one (1) or more periods, (x) if as of the time for which the SPAC Special Meeting is originally scheduled (as set forth in the Registration Statement), there are insufficient voting equity interests of the SPAC represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the SPAC Special Meeting or (y) in order to solicit additional proxies from the SPAC Public Shareholders for purposes of obtaining the requisite approval with respect to the SPAC Shareholder Approval Matters”). If on ; (iii) to seek withdrawals of redemption requests from the date for which SPAC Public Shareholders or (iv) if the Company Meeting has been adjourned or delayed; provided, that, in the event of any such adjournment, the SPAC Special Meeting is scheduled, shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved. The SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below), whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of SPAC Special Meeting.
(c) In connection with the Registration Statement, SPAC, DoubleDragon and PubCo will jointly file, with the Company Party’s reasonable cooperation, with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law their respective counsel shall cooperate and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents and applicable Laws of the British Virgin Islands, applicable Laws of the Cayman Islands and the rules and regulations of the SEC and Nasdaq. SPAC (and its counsel), PubCo (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party one another with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing any comments timely made shall be made without considered in good faith. The Company and the consent of SPAC and DoubleDragon. DoubleDragon shall each provide the other with such information concerning the Company Group Company, the SPAC and its equity holderstheir respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company or the SPAC, as applicable, shall be true and correct in all material respects and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(dc) Each of SPAC, PubCo and DoubleDragon The SPAC shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the included Proxy Statement, the SPAC Special Meeting and the Redemption. Each of SPAC, PubCo the SPAC and DoubleDragon shall, and the Company shall cause each of its Subsidiaries to make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCo, the SPAC and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement and the included Proxy Statement, and responding shall respond in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement and the included Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The SPAC and PubCo shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents; provided, however, that the SPAC shall not amend or supplement the Proxy Statement without prior written consent of the Company, not to be unreasonably withheld, conditioned, or delayed.
(ed) The SPAC, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party The SPAC shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party the SPAC or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the SPAC Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the SPAC shall consider any such comments timely made in good faith under the circumstances.
(fe) As soon as reasonably practicable following the Registration Statement “clearing” comments from becoming effective, the SEC and being declared effective by the SEC, SPAC shall distribute the Proxy Statement to the SPAC Shareholders, and, and pursuant thereto, shall call the SPAC Special Meeting in accordance with the Securities Act and applicable Laws Delaware Law for a date no later than thirty (30) days following the commencement of mailing of the British Virgin Islands as promptly as practicable. Proxy Statement to the SPAC Shareholders or if later, the date on which the Company Meeting is contemplated to occur pursuant to Section 2.3.
(f) The SPAC shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter AgreementRegistration Statement, dated as any solicitation of January 18, 2024, by and among SPACproxies thereunder, the Sponsor calling and certain directors holding of the SPAC Special Meeting and officers the Redemption.
(g) All Expenses of, related to and incurred in connection with the preparation, filing, processing, and approval of SPACthe Registration Statement including, in order to obtain but not limited to, all auditing, accounting, legal, exchange listing fees, SEC and other filing fees, proxy fees, redemption fees, printing fees and mailing expenses shall constitute Expenses of the Required SPAC Shareholder ApprovalCompany and shall be promptly paid by the Company as and when due.
Appears in 1 contract
Sources: Business Combination Agreement (Focus Impact Acquisition Corp.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo Purchaser and DoubleDragon Pubco shall jointly prepare, and PubCo Pubco shall (at the sole cost and SPAC shall jointly expense of Purchaser with respect to any applicable SEC filing fees and/or registration fees) file with the SECSEC a registration statement on Form F-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies or votes from Purchaser shareholders for the matters to be acted upon at the Special Stockholder Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACPurchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their Purchaser Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Special Stockholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the transactions contemplated hereby or referred Transactions (including, to hereinthe extent required, the issuance of the Exchange Shares and the PIPE Shares), by the holders of Purchaser Common Stock in accordance with Purchaser’s Organizational Documents, the NRS and the rules and regulations of the SEC and Nasdaq, (iiB) to the replacement extent required by the Federal Securities Laws, Nevada Law or the BVI Act, the adoption of the existing memorandum and articles of association of SPAC with the Amended PubCo Pubco Charter, (iiiC) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including the adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the memorandum Company and articles Purchaser and which will provide that the total awards under such equity incentive plan will be a number of association Pubco Ordinary Shares equal to ten percent (10%) of the Merger Sub 2aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, as (D) the appointment of the members of the Post-Closing Pubco Board, in effect immediately prior to the SPAC Merger Effective Timeeach case in accordance with Section 8.14 hereof, (E) such other matters as the memorandum Company, Pubco and articles of Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the association of Transactions (the SPAC Surviving Sub at approvals described in foregoing clauses (A) through (E), collectively, the SPAC Merger Effective Time)“Stockholder Approval Matters”, and (ivF) the adjournment of the SPAC Special Stockholder Meeting, if necessary or desirable in the reasonable determination of SPAC Purchaser.
(collectivelyb) Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the “SPAC Shareholder Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its stockholders proxies or votes in favor of the approval of the Stockholder Approval Matters”), and (iii) take all other action necessary or advisable to secure the approval of the Stockholder Approval Matters. If on the date for which SPAC the Special Stockholder Meeting is scheduled, SPAC Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required SPAC Shareholder Stockholder Approval (as defined below)Matters, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Special Stockholder Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon Purchaser and PubCo Pubco will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACLaw, Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands NRS and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser and its counsel), PubCo Pubco shall cooperate and provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(d) Each of SPAC, PubCo and DoubleDragon shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Proxy Statement. Each of SPAC, PubCo and DoubleDragon shall, and shall cause each of its Subsidiaries to make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragon, PubCo, SPAC and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(e) SPAC, PubCo and DoubleDragon shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(f) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, SPAC shall distribute the Proxy Statement to SPAC Shareholders, and, pursuant thereto, shall call SPAC Special Meeting in accordance with applicable Laws of the British Virgin Islands as promptly as practicable. SPAC shall take necessary actions to enforce Section 1 of the Letter Agreement, dated as of January 18, 2024, by and among SPAC, the Sponsor and certain directors and officers of SPAC, in order to obtain the Required SPAC Shareholder Approval.
Appears in 1 contract
Sources: Business Combination Agreement (Proficient Alpha Acquisition Corp)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereofEffective Date, SPAC, PubCo DMAC and DoubleDragon Pubco shall jointly prepare, and PubCo Pubco shall (at the sole cost and SPAC shall jointly expense of DMAC with respect to any applicable SEC filing fees and/or registration fees) file with the SECSEC a registration statement on Form F-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of DMAC Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of DMAC (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies or votes from DMAC shareholders for the matters to be acted upon at the Special Stockholder Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACDMAC’s Organizational Documents and the Prospectus, and IPO Prospectus to have their DMAC Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders DMAC shareholders to vote, at a special meeting of DMAC stockholders to be called and held for such purpose (the SPAC “Special Stockholder Meeting”), in favor of resolutions approving (iA) the adoption and approval of this Agreement and the transactions contemplated hereby or referred Transactions (including, to hereinthe extent required, the issuance of the Exchange Shares and the PIPE Shares), by the holders of DMAC Common Stock in accordance with DMAC’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (iiB) to the replacement extent required by the Federal Securities Laws or the Laws of the existing memorandum and articles Cayman Islands, the adoption of association of SPAC with the Amended PubCo Pubco Charter, (iiiC) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including the adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the memorandum Company and articles DMAC and which will provide that the total awards under such equity incentive plan will be a number of association Pubco Ordinary Shares equal to five percent (5%) of the Merger Sub 2aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, as (D) the appointment of the members of the Post-Closing Pubco Board, in effect immediately prior to the SPAC Merger Effective Timeeach case in accordance with Section 8.15 hereof, (E) such other matters as the memorandum Company, Pubco and articles of DMAC shall hereafter mutually determine to be necessary or appropriate in order to effect the association of Transactions (the SPAC Surviving Sub at approvals described in foregoing clauses (A) through (E), collectively, the SPAC Merger Effective Time)“Stockholder Approval Matters”, and (ivF) the adjournment of the SPAC Special Stockholder Meeting, if necessary or desirable in the reasonable determination of SPAC DMAC.
(collectivelyb) Subject to the provisions of Section 8.11(f), DMAC, acting through the “SPAC Shareholder DMAC Board (or a committee thereof), shall (i) make the DMAC Recommendation and include such DMAC Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its stockholders proxies or votes in favor of the approval of the Stockholder Approval Matters”), and (iii) take all other action necessary or advisable to secure the approval of the Stockholder Approval Matters. If on the date for which SPAC the Special Stockholder Meeting is scheduled, SPAC DMAC has not received proxies and votes representing a sufficient number of shares to obtain the Required SPAC Shareholder Stockholder Approval (as defined below)Matters, whether or not a quorum is present, SPAC DMAC may make one or more successive postponements or adjournments of SPAC the Special Stockholder Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon DMAC and PubCo Pubco will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACLaw, DMAC’s Organizational Documents and applicable Laws of Documents, Pubco’s Organizational Documents, the British Virgin Islands, applicable Laws of the Cayman Islands Islands, the DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (DMAC and its counsel), PubCo Pubco shall cooperate and provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company Entities shall provide DMAC with such information concerning the Company Group Entities and its the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company Parties shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(dc) Each of SPAC, PubCo DMAC and DoubleDragon Pubco shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Special Stockholder Meeting and the Proxy StatementRedemption. Each of SPACDMAC, PubCo Pubco and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragon, PubCo, SPAC the Company Parties and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have has become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC DMAC and PubCo Pubco shall jointly amend or supplement the Registration Statement and cause Pubco shall (at the sole cost and expense of DMAC) file the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersDMAC’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACDMAC’s Organizational Documents.
(ed) SPACDMAC and Pubco, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party DMAC and Pubco shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party DMAC, Pubco or its representatives their respective Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Special Stockholder Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fe) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC DMAC and Pubco shall distribute the Proxy Registration Statement to SPAC Shareholders, DMAC’s shareholders and, pursuant thereto, DMAC shall call SPAC the Special Stockholder Meeting in accordance with applicable Laws the DGCL for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicable. SPAC Registration Statement.
(f) DMAC and Pubco shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, DMAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter AgreementRegistration Statement, dated as any solicitation of January 18, 2024, by and among SPACproxies thereunder, the Sponsor calling and certain directors holding of the Special Stockholder Meeting and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalRedemption.
Appears in 1 contract
Sources: Business Combination Agreement (Deep Medicine Acquisition Corp.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Purchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their shares of Purchaser Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Purchaser Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the replacement change of the existing memorandum name of the Purchaser and articles the adoption and approval of association of SPAC with the Amended PubCo Purchaser Charter, (iii) any other proposals that the adoption and approval of a new equity incentive plan in substantially the form agreed upon by the Parties agree are prior to the Closing (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Class A Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger and the other transactions contemplated by this Agreement (including the adoption and approval of approvals described in foregoing clauses (i) through (v), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Purchaser Stockholder Approval Matters”), and (ivvi) the adjournment of the SPAC Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)Purchaser. If on the date for which SPAC the Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Purchaser Special Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Purchaser will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo and DoubleDragon Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Purchaser and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPurchaser and, SPAC after the Closing, the Purchaser Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Purchaser shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(ec) SPACPurchaser, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Purchaser shall distribute the Proxy Registration Statement to SPAC ShareholdersPurchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call SPAC the Purchaser Special Meeting in accordance with applicable Laws the DGCL for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicable. SPAC Registration Statement.
(e) Purchaser shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter AgreementRegistration Statement, dated as any solicitation of January 18, 2024, by and among SPACproxies thereunder, the Sponsor calling and certain directors holding of the Purchaser Special Meeting and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalRedemption.
Appears in 1 contract
Sources: Merger Agreement (Artemis Strategic Investment Corp)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Purchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their shares of Purchaser Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Purchaser Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq, (ii) the replacement adoption and approval of the existing memorandum and articles of association of SPAC with the Amended PubCo Purchaser Charter, (iii) any the adoption and approval of a new equity incentive plan in the form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including those for the Assumed Options and Exchanged RSUs) equal to seven and one-half percent (7.5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption, and less the number of shares of Purchaser Common Stock related to the Assumed Options and Exchanged RSUs), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other proposals that matters as the Parties agree are Company and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger and the other transactions contemplated by this Agreement (including the adoption and approval of approvals described in foregoing clauses (i) through (v), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Purchaser Stockholder Approval Matters”), and (ivvi) the adjournment of the SPAC Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)Purchaser. If on the date for which SPAC the Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Purchaser Special Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Purchaser will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo and DoubleDragon Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Purchaser and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPurchaser and, SPAC after the Closing, the Purchaser Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Purchaser shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(ec) SPACPurchaser, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Purchaser shall distribute the Proxy Registration Statement to SPAC ShareholdersPurchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call SPAC the Purchaser Special Meeting in accordance with applicable Laws the DGCL for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicable. SPAC Registration Statement.
(e) Purchaser shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter AgreementRegistration Statement, dated as any solicitation of January 18, 2024, by and among SPACproxies thereunder, the Sponsor calling and certain directors holding of the Purchaser Special Meeting and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalRedemption.
Appears in 1 contract
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo Purchaser and DoubleDragon Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form F-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the Pubco Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser shareholders for the matters to be acted upon at the Special Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACPurchaser’s Organizational Documents and the ProspectusIPO Prospectus to have their Purchaser Class A Common Stock (or if after the Effective Time, and their Pubco Ordinary Shares) redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Purchaser Shareholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser stockholders to be called and held for such purpose (the SPAC “Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred Transactions (including, to hereinthe extent required, the issuance of any PIPE Shares) by the holders of Purchaser Common Shares in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq, (ii) the replacement adoption and approval of three equity incentive plans for Pubco in substantially the forms attached as Exhibit E hereto (collectively, the “Pubco Equity Plans”): (A) one of which (the “Assumed Plan”) will cover the Assumed Options and provide that the Assumed Options continue to be subject to the same terms as the Company Equity Plan, as adjusted in accordance with Section 2.1(b) for the revised terms of the existing memorandum Assumed Options, (B) another of which (the “Management Performance Plan”) will provide for up to a total of 1,500,000 Pubco Ordinary Shares (as equitably adjusted for share splits, share dividends, combinations, recapitalizations and articles the like after the Closing) (the “Management Earnout Shares”) to be issued to participating management of association Pubco and its Subsidiaries if Pubco attains certain consolidated revenue and stock price targets in the calendar years 2019 and 2020, and (C) the last of SPAC with which (the Amended PubCo Charter“Omnibus Equity Incentive Plan”) will cover any other future equity incentive grants made by Pubco after the Closing Date (other than the Assumed Options or the Management Earnout Shares), and will provide that the total awards under the Omnibus Equity Incentive Plan (excluding, for the avoidance of doubt, Assumed Options and the Management Earnout Shares) will be for a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (iii) any the appointment, and designation of classes, of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.15 hereof, (iv) such other proposals that matters as the Parties agree are Company and Purchaser shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the transactions contemplated by this Agreement Transactions (including the adoption and approval of approvals described in foregoing clauses (i) through (iv), collectively, the memorandum and articles of association of the Merger Sub 2, as in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Time“Purchaser Shareholder Approval Matters”), and (ivv) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)Purchaser. If on the date for which SPAC the Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Special Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon Purchaser and PubCo Pubco will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands Delaware Act and the rules and regulations of the SEC and Nasdaq. SPAC (Purchaser and its counsel), PubCo Pubco shall cooperate and provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Purchaser and Pubco with such information concerning the Company Group Target Companies and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo Purchaser and DoubleDragon Pubco shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Special Meeting and the Proxy StatementRedemption. Each of SPACPurchaser, PubCo Pubco and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPubco, SPAC Purchaser and, after the Closing, the Purchaser Representative and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC Purchaser and PubCo Pubco shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(ec) SPACPurchaser and Pubco, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser and Pubco shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser, Pubco or its representatives their respective Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Purchaser and Pubco shall distribute the Proxy Registration Statement to SPAC Shareholders, Purchaser’s shareholders and, pursuant thereto, shall call SPAC the Special Meeting in accordance with applicable Laws the Delaware Act for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicable. SPAC Registration Statement.
(e) Purchaser and Pubco shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Letter AgreementRegistration Statement, dated as any solicitation of January 18, 2024, by and among SPACproxies thereunder, the Sponsor calling and certain directors holding of the Special Meeting and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalRedemption.
Appears in 1 contract
Sources: Business Combination Agreement (Draper Oakwood Technology Acquisition Inc.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, SPAC, PubCo and DoubleDragon the Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and PubCo and SPAC shall jointly file with the SECSEC a registration statement on Form S-4 (as amended or supplemented from time to time, (iand including the Proxy Statement contained therein, the “Registration Statement”) in preliminary form, a proxy statement in connection with the transactions contemplated by registration under the Securities Act of the shares of Purchaser Class A Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended or supplementedamended, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the public shareholders of SPAC Public Stockholders an opportunity to redeem their SPAC Class A Ordinary Share in accordance with SPACthe Purchaser’s Organizational Documents and the Prospectus, and IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (2the “Redemption”) soliciting proxies from SPAC Shareholders to in conjunction with the stockholder vote at the SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Purchaser Stockholder Approval Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders Purchaser stockholders to vote, at a special meeting of the SPAC Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any securities in connection with the Financing and any other applicable securities), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and the NYSE; (ii) the replacement adoption and approval of the existing memorandum and articles of association of SPAC with the Amended PubCo Purchaser Charter, ; (iii) any the adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption); (iv) the adoption and approval of a new earnout incentive plan in substantially the form attached as Exhibit G hereto (the “Management Contingent Share Plan”), pursuant to which the Purchaser will issue at the Closing ten million (10,000,000) shares of Purchaser Class A Common Stock (the “Management Contingent Shares”) to certain members of Target Company management and certain strategic partners of the Target Companies as set forth in the Management Contingent Share Plan, in each case, subject to transfer restrictions and forfeiture by the applicable participants should certain milestones provided therein not be met within the period of time after the Closing as set forth in the Management Contingent Share Plan; (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (vi) the approval of amendment to the Insider Letter, effective upon the Closing, to reduce the Founder Shares Lock-up Period set forth in clause (A) of Section 7(a) thereof from one year after the completion of the Business Combination to six months after the completion of the Business Combination (the “Insider Letter Amendment Approval”); (vii) such other proposals that matters as the Parties agree are Purchaser, in consultation with the Company, shall hereafter mutually determine to be necessary or desirable appropriate in order to consummate effect the Merger and the other transactions contemplated by this Agreement (including the adoption and approval of the memorandum and articles of association of the Merger Sub 2, as approvals described in effect immediately prior to the SPAC Merger Effective Time, as the memorandum and articles of the association of the SPAC Surviving Sub at the SPAC Merger Effective Timeforegoing clauses (i) through (vii), collectively, the “Purchaser Stockholder Approval Matters”); and (ivviii) the adjournment of the SPAC Purchaser Special Meeting, if necessary or desirable in the reasonable determination of SPAC (collectively, the “SPAC Shareholder Approval Matters”)Purchaser. If on the date for which SPAC the Purchaser Special Meeting is scheduled, SPAC Purchaser has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval (as defined below)Purchaser Stockholder Approval, whether or not a quorum is present, SPAC Purchaser may make one or more successive postponements or adjournments of SPAC the Purchaser Special Meeting.
(c) . In connection with the Registration Statement, SPAC, DoubleDragon and PubCo Purchaser will jointly file, with the Company Party’s reasonable cooperation, file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPACthe Purchaser’s Organizational Documents and applicable Laws of Documents, the British Virgin Islands, applicable Laws of the Cayman Islands DGCL and the rules and regulations of the SEC and Nasdaqthe NYSE. SPAC (Purchaser shall cooperate and its counsel), PubCo provide the Company (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon The Company shall provide Purchaser with such information concerning the Company Group Target Companies and its equity holderstheir stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made made, in light of the circumstances under which they were made, not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(db) Each of SPAC, PubCo and DoubleDragon Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement Statement, the Purchaser Special Meeting and the Proxy StatementRedemption. Each of SPAC, PubCo Purchaser and DoubleDragon the Company shall, and shall cause each of its Subsidiaries to to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to DoubleDragonthe Company, PubCoPurchaser and, SPAC after the Closing, the Purchaser Representative, and their respective representatives Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and PubCo Purchaser shall jointly amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to SPAC ShareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPACPurchaser’s Organizational Documents.
(ec) SPACPurchaser, PubCo and DoubleDragon with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party Purchaser shall provide the other Party Company with copies of any written comments, and shall inform the other Party Company of any material oral comments, that such Party Purchaser or its representatives Representatives receive from the SEC or its staff with respect to the Registration Statement Statement, the Purchaser Special Meeting and the Proxy Statement Redemption promptly after the receipt of such comments and shall give the other Party Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(fd) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SECbecoming effective, SPAC Purchaser shall distribute the Proxy Registration Statement to SPAC ShareholdersPurchaser’s stockholders and the Company Stockholders, and, pursuant thereto, shall call SPAC the Purchaser Special Meeting in accordance with applicable Laws the DGCL for a date no later than thirty (30) days following the effectiveness of the British Virgin Islands as promptly as practicable. SPAC Registration Statement.
(e) Purchaser shall take necessary actions to enforce Section 1 comply with all applicable Laws, any applicable rules and regulations of the Letter AgreementNYSE, dated as Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of January 18the Registration Statement, 2024, by and among SPACany solicitation of proxies thereunder, the Sponsor calling and certain directors holding of the Purchaser Special Meeting and officers of SPAC, in order to obtain the Required SPAC Shareholder ApprovalRedemption.
Appears in 1 contract
Sources: Merger Agreement (Delwinds Insurance Acquisition Corp.)