As filed with the U.S. Securities and Exchange Commission on January 16, 2026.
Registration No. 333-291569
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Praetorian Acquisition Corp.
(Exact name of registrant as specified in its charter)
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| Cayman Islands | | 6770 | | N/A |
| (State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification Number) |
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131
Telephone: (754) 217-7160
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
––––––––––––––––––––––––––
Justin Di Rezze
Chief Executive Officer
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131
Telephone: (754) 217-7160
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
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Lynwood E. Reinhardt
Constantine Karides
Yuta N. Delarck
Reed Smith LLP
2850 N. Harwood Street, Suite 1500
Dallas, TX 75201
(469) 680-4200
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Andrew Barker
Walkers (Cayman) LLP
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands
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Stephen P. Alicanti
Thomas S. Levato
DLA Piper LLP (US)
1251 Avenue of the Americas 27th Floor
New York, NY 10020
(212) 335-4500
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | | | Emerging growth company | | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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PRELIMINARY PROSPECTUS
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SUBJECT TO COMPLETION, DATED JANUARY 16, 2026
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$220,000,000
Praetorian Acquisition Corp.
22,000,000 Units
Praetorian Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we currently intend to focus on target businesses in traditional sectors that can be transformed through the application of automation and artificial intelligence, we may pursue an acquisition opportunity in any business, industry, sector or geographical location.
This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,300,000 units to cover over-allotments, if any.
We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The proceeds placed in the trust account and the interest earned thereon will not be used to pay for possible excise tax or any other fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by our company. See “Summary — The Offering — Redemption rights for public shareholders upon completion of our initial business combination” and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initial business combination” for more information.
Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. See “Summary — The Offering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion of certain limitations on redemption rights.
Our sponsor, Praetorian Sponsor LLC, has committed to purchase an aggregate of 4,670,000 private warrants (or 5,000,000 private warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant for an aggregate purchase price of $4,670,000 (or $5,000,000 if the over-allotment option is exercised in full). Each private warrant will be identical to the warrants underlying the units sold in this offering, except as described in this prospectus. The private warrants will be sold in a private placement that will close simultaneously with the closing of this offering, including the over-allotment option, as applicable.
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On October 14, 2025, our sponsor purchased, and the Company issued to the sponsor, 8,433,333 Class B ordinary shares for an aggregate purchase price of $25,000 (up to 1,100,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised). The sponsor purchased the founder shares for $0.003 per share. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. Because our sponsor acquired the Class B ordinary shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately 24.9% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. As a result, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.
Prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to the completion of our initial business combination; and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. See “Summary — Sponsor Information”, “Summary — The Offering — Founder Shares”, “Summary — The Offering — Transfer Restrictions on Founder Shares”, and “Summary — The Offering — Founder Shares Conversion and Anti-Dilution Rights” and “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.” for further discussion of our sponsor’s and our affiliates’ securities and compensation.
The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 24 months (or 27 months if we have executed a letter of intent for an initial business combination within 24 months from the closing of this offering) from the closing of this offering (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination), or by such earlier liquidation date as our board of directors may approve, the founder shares and private warrants will expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Our public shareholders may experience material dilution from the exercise of the 4,670,000 private warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share (or up to 5,000,000 private warrants each exercisable to purchase one Class A ordinary share at $11.50 per share
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if the underwriters’ over-allotment option is exercised in full). Additionally, our public shareholders may experience material dilution if up to $1,500,000 in working capital loans are fully advanced by the sponsor and the sponsor elects to convert the working capital loans into private warrants at $1.00 per warrant, resulting in the sponsor receiving up to an additional 1,500,000 private warrants exercisable into up to 1,500,000 private Class A ordinary shares at $11.50 per share (each whole warrant entitling the holder thereof to purchase one private Class A ordinary share at such a price). The private warrants are exercisable on a cashless basis and, if exercised on such cashless basis, may result in material dilution to our public shareholders. Upon consummation of this offering or thereafter, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses, and we will begin paying an affiliate of our sponsor $25,000 per month (the “Administrative Services Fee”) for office space, utilities and secretarial and administrative support. In the event that following this offering we obtain working capital loans from our sponsor or any of its affiliates or from our officers or directors to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into private warrants of the post-business combination entity at a price of $1.00 per warrant at the option of our sponsor.
If we agree to pay our sponsor, officers or directors, advisors, or our or their affiliates a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. We may also engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. Any such salary or fee would be paid using available working capital funds (including proceeds from any promissory notes issued by us and funds released from the trust account upon completion of our initial business combination), but would not in any event be paid out of the Administrative Services Fee. As of the date of this prospectus, no arrangements are currently in place with respect to the payment of any finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, or with respect to the payment of a salary or other fee to our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination or any other transaction. Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on the one hand, and purchasers in this offering on the other. In addition to the foregoing, our officers and directors will receive indirect interests in the founder shares held by the sponsor as compensation for their services as officers and directors of the Company. Our Chief Executive Officer, Dr. Di Rezze, will receive an indirect interest in 3,883,345 founder shares through membership interests in our sponsor, and our Chief Financial Officer, Peter Ondishin, will receive an indirect interest in 186,398 founder shares through membership interests in our sponsor. In addition, our independent directors will receive for their services as a director an indirect interest in the founder shares through membership interests in our sponsor. Nicole Seligman will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor, Erica Dorfman will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor, and Alex Elias will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor. Additionally, certain third-party investors will hold membership interests in our sponsor. As a result of their indirect interest in the founder shares through membership interests in our sponsor, our management team may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand. See the sections titled “Summary — Sponsor Information”, “Summary — Conflicts of Interest”, “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — Since our sponsor, officers and directors, and any other holders of our founder shares may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination” and “Management — Conflicts of Interest” for more information.
We have until the date that is 24 months (or 27 months if we have executed a letter of intent for an initial business combination within 24 months from the closing of this offering) from the closing of this offering (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our board
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of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or 27-month period, as applicable), we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon and not previously released to us for permitted withdrawals, divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon and not previously released to us for permitted withdrawals and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein.
Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the Global Market tier of The Nasdaq Stock Market LLC, or Nasdaq, under the symbol “PTORU,” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Clear Street, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “PTOR” and “PTORW”, respectively.
We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 46 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities.
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Per Unit
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Total
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Public offering price
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$
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10.00
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$
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220,000,000
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Underwriting discounts and commissions(1)
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$
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0.375
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$
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8,250,000
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Proceeds, before expenses, to us
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$
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9.625
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$
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211,750,000
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Of the proceeds we receive from this offering and the sale of the private warrants described in this prospectus, $220,000,000, or $253,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be placed in a U.S.-based trust account with Odyssey Transfer and Trust Company acting as trustee.
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The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (“NTBV”), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. See the section titled “Dilution” for more information.
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As of October 24, 2025
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Offering
Price of
$10.00
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25% of Maximum
Redemption
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50% of Maximum
Redemption
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75% of Maximum
Redemption
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100% of Maximum
Redemption
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NTBV
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NTBV
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Difference
between
NTBV and
Offering
Price
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NTBV
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Difference
between
NTBV and
Offering
Price
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|
NTBV
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Difference
between
NTBV and
Offering
Price
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NTBV
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Difference
between
NTBV and
Offering
Price
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Assuming Full Exercise of Over-Allotment Option
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$
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7.31
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$
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6.76
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$
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3.24
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$
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5.88
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$
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4.12
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$
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4.27
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$
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5.73
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$
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0.28
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$
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9.72
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Assuming No Full Exercise of Over-Allotment Option
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$
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7.31
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$
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6.76
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$
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3.24
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$
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5.89
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$
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4.11
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$
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4.27
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$
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5.73
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$
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0.29
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$
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9.71
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Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. As a result, there may be actual or potential material conflicts of interest between our sponsor and our management team and their respective affiliates on the one hand, and purchasers in this offering on the other. See the sections titled “Summary — Conflicts of Interest”, “Proposed Business — Sourcing of Potential Business Combination Targets” and “Management — Conflicts of Interest” for more information.
The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2026.
Sole Book-Running Manager
Clear Street
, 2026
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We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is different from or inconsistent with that contained in this prospectus. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.
Trademarks
This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
i
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Summary
This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.
Unless otherwise stated in this prospectus or the context otherwise requires, references to:
• “we,” “us,” “company” or “our company” refers to Praetorian Acquisition Corp., a Cayman Islands exempted company;
• “amended and restated memorandum and articles of association” refers to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering;
• “Clear Street” refers to Clear Street LLC, the sole book-running manager for the offering;
• “Class A ordinary shares” refers to our Class A ordinary shares in the capital of the company with a par value of $0.0001 per share;
• “Class B ordinary shares” refers to our Class B ordinary shares in the capital of the company with a par value of $0.0001 per share;
• “Companies Act” refers to the Companies Act (as amended) of the Cayman Islands;
• “completion window” refers to (i) the period ending on the date that is 24 months from the closing of this offering (or 27 months if we have executed a letter of intent for an initial business combination within 24 months from the closing of this offering), or such earlier liquidation date as our board of directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association. Our shareholders can also vote at any time to amend our amended and restated memorandum and articles of association to modify the amount of time we will have to complete an initial business combination, in which case our public shareholders will be offered an opportunity to redeem their public shares;
• “Excise Tax” refers to the U.S. federal excise tax on stock repurchases under Section 4501 of the U.S. Internal Revenue Code of 1986, as amended, enacted by the Inflation Reduction Act of 2022;
• “founder shares” refers to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holders thereof as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);
• “initial shareholders” refers to our sponsor and any other holders of our founder shares immediately prior to this offering;
• “Investment Company Act” refers to the Investment Company Act of 1940, as amended;
• “management” or our “management team” refers to our officers and directors;
• “ordinary resolution” refers to a resolution of the company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);
• “ordinary shares” refers to our Class A ordinary shares and our Class B ordinary shares;
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• “over-allotment option” refers to the underwriters’ 45-day option to purchase up to an additional 3,300,000 units to cover over-allotments, if any;
• “permitted withdrawals” refers to the amounts withdrawn or eligible to be withdrawn to fund our working capital requirements, subject to an annual limit of $300,000 (plus the rollover of unused amounts from prior years), and/or to pay our taxes (any withdrawals to pay for our taxes (which shall exclude the Excise Tax if any is imposed on us) shall not count toward the $300,000 annual limitation described in the foregoing); such withdrawals can only be made from interest and not from the principal held in the trust account;
• “private warrants” refers to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering;
• “public shares” refers to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), and does not include any founder shares or representative shares;
• “public shareholders” refers to the holders of our public shares, including our initial shareholders or our management team to the extent our initial shareholders or members of our management team purchase public shares, provided that each initial shareholder’s or member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
• “public warrants” refers to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
• “representative shares” refers to the 165,000 Class A ordinary shares (or 189,750 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) to be issued to the underwriters, or their designees, in connection with this offering; the holders of such representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination, (ii) to waive their redemption rights with respect to such shares, (iii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering;
• “special resolution” refers to a resolution of the company passed by at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the company’s amended and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter. The amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution;
• “SPACs” refers to special purpose acquisition companies;
• “sponsor” refers to Praetorian Sponsor LLC, a Delaware limited liability company, which was recently formed to invest in our company, as further discussed under “Our Sponsor”, below; Justin Di Rezze is the managing member of the sponsor;
• “taxes payable” refers to any taxes applicable to us, provided, however, that the proceeds placed in the trust account and the interest earned thereon will not be used to pay for possible excise tax or any other similar fees or taxes that may be levied on us pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by our company;
• “trust account” refers to a trust account maintained by Odyssey Transfer and Trust Company, as trustee, in the U.S. for the benefits of the public shareholders;
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• “warrants” refers to our public warrants, private warrants and working capital warrants, if any;
• “warrant exercise date” refers to the date on which the warrants will become exercisable, which is 30 days after the completion of our initial business combination;
• “warrant expiration date” refers to the date on which the warrants expire, which is five years after the completion of our initial business combination or earlier upon redemption or liquidation; and
• “working capital warrants” refers to the warrants that are components of the units issuable upon conversion of working capital loans; and
Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.
Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law (that is, an issuance of shares from share premium).
Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.
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OUR COMPANY
We are a blank check company incorporated on September 29, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
Although we currently intend to focus on target businesses in traditional sectors that can be transformed through the application of automation and artificial intelligence, we may pursue an acquisition opportunity in any business, industry, sector or geographical location. We intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business.
We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Our team has broad sector knowledge though their collective involvement across a variety of industries, as well as extensive global capital markets experience, with local and cross-border capabilities allowing access to different sectors of the capital markets.
Our Management Team
Our management team is led by Justin Di Rezze, our Chief Executive Officer and Peter Ondishin, our Chief Financial Officer.
Justin Di Rezze, 38, has served as our Chief Executive Officer and as a director of our Company since our incorporation on September 29, 2025 and is the managing member of our sponsor, Praetorian Sponsor LLC. Dr. Di Rezze is the founder and former Chief Executive Officer of Theoria Medical, a national physician services and healthcare technology organization operating across skilled nursing facilities, assisted living centers, and telehealth networks that is one of the largest providers of post-acute care in the United States. From May 2019 to August 2025, Dr. Di Rezze achieved significant growth in revenue and increased provider footprint and quality outcomes through his extensive experience in healthcare operations, financial oversight, and corporate governance. His background combines clinical training with deep strategic and operational expertise across both healthcare delivery and technology innovation. Dr. Di Rezze holds a Bachelor of Arts from the University of Detroit Mercy and a Doctor of Medicine from Wayne State University School of Medicine. We believe Dr. Di Rezze is well qualified to serve as Chief Executive Officer and as a member of our board of directors due to his proven record of building scalable healthcare enterprises, his leadership in implementing robust governance frameworks, and his comprehensive understanding of healthcare, finance, and technology convergence.
Peter Ondishin, 38, has served as the Chief Financial Officer since November 2025 and is expected to serve as a director of our Company. He has also served as chief financial officer of Inflection Point Acquisition Corp. III, a special purpose acquisition company, since November 2024. Mr. Ondishin served as chief financial officer of Inflection Point Acquisition Corp. II, a special purpose acquisition company, from March 2023 to March 2025, and he was previously an employee of Inflection Point Acquisition Corp., a special purpose acquisition company. Mr. Ondishin has been the chief financial officer of The Venture Collective since June 2023. He was previously the chief financial officer of Kingstown Capital Management from August 2020 to December 2023 and the Controller of Kingstown from April 2019 to August 2020. Mr. Ondishin was the Assistant Controller for Atlantic Investment Management from January 2016 to March 2019. Before that, Mr. Ondishin worked as an accountant for Fir Tree Partners from January 2014 to January 2016. Mr. Ondishin began his career in assurance at PwC. Mr. Ondishin holds a B.A. and an M.B.A. from Rutgers University, and he is also a Certified Public Accountant. We believe Mr. Ondishin is well qualified to serve as a member of our board of directors due to his extensive management, financial, and SPAC experience.
Our Board of Directors
Our Board of Directors will include five (5) members upon the commencement of trading of the units on Nasdaq. The board will be led by our Chairman, Justin Di Rezze, and will consist of industry leaders and experienced investors. Each brings diversity of experience, perspective and industry contacts that when combined create a distinguished Board of Directors. In addition to Dr. Di Rezze and Mr. Ondishin, our Board of Directors will be comprised of:
Alex Elias, 38, is expected to serve as a director of our Company. Since 2011, Mr. Elias has served as the founder and Chief Executive Officer of Qloo Inc., an artificial intelligence (“AI”) software company focused on developing and licensing privacy-centric application programming interfaces (“APIs”) across a wide range of industries. Through his
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role as Chief Executive Officer, Mr. Elias has gained extensive experience in risk assessment, data governance, and compliance frameworks. Mr. Elias earned a Bachelor of Arts degree in Economics from the University of Southern California and a Juris Doctor from the NYU School of Law. We believe Mr. Elias is well qualified to serve as a member of our board of directors due to his extensive AI, board governance, and leadership experience.
Nicole Seligman, 69, is expected to serve as a director of our Company. Ms. Seligman is a globally recognized corporate leader and a lawyer. Ms. Seligman currently serves as a member of the board of directors of Intuitive Machines, Inc., a space technology, infrastructure, and services company since 2023, and MeiraGTx Holdings PLC, a clinical-stage gene therapy company since 2019. In addition, she serves on the board of directors of OpenAI Foundation (“OpenAI”), a non-profit organization with a mission to ensure that artificial general intelligence benefits all of humanity, since 2024, as well as on the board of directors of OpenAI Group PBC, which is a for profit public benefit corporation controlled by OpenAI, since 2025. She also serves on the board of directors of several additional organizations, including as Co-Chair of the Board of Trustees of the Schwarzman Animal Medical Center (New York), the world’s largest non-profit animal hospital, and Chair of the Board of The Doe Fund, a NYC nonprofit that transitions homeless and formerly incarcerated individuals to independent lives among other non-profit organizations. Ms. Seligman served as a member of the board of directors of Paramount Global (formerly known as Viacom Inc. and subsequently ViacomCBS Inc.) from 2016 to 2024. She also served on the board of Far Peak Acquisition Corporation from 2021 to 2023 and WPP PLC from 2014 to 2023. Ms. Seligman held various senior executive roles at Sony Corporation from 2001 to 2016, including serving as Executive Vice President and Global General Counsel of Sony Corporation from 2005 to 2014 and as President of Sony Entertainment, Inc., from 2014 to 2016. Prior to joining Sony, Ms. Seligman was a partner in the litigation practice at Williams & Connolly LLP working on complex civil and criminal matters including for President Bill Clinton and Hillary Clinton. Ms. Seligman holds a B.A. magna cum laude from Harvard College and a J.D. magna cum laude from Harvard Law School, where she won the Sears Prize. She clerked for Justice Thurgood Marshall on the U.S. Supreme Court (1984-85) and for Judge Harry T. Edwards on the U.S. Court of Appeals for the D.C. Circuit (1983-84). We believe Ms. Seligman is well qualified to serve as a member of our board of directors due to her extensive legal, board governance, and leadership experience.
Erica Dorfman, 36, is expected to serve as a director of our Company. Ms. Dorfman currently serves as the Senior Vice President of Global Financial Products for Brex Inc., a financial management platform, since 2019. Prior to her time at Brex Inc., Ms. Dorfman served as the president of Brex Cash from 2019 to 2022. Additionally, Ms. Dorfman served as a member of the board of directors of Inflection Point Acquisition Corp. II, a special purpose acquisition company from May 2023 to March 2025. Ms. Dorfman earned a Bachelor of Arts from Columbia University. We believe Ms. Dorfman is well qualified to serve as a member of our board of directors due to her extensive finance, board governance, and leadership experience.
With respect to the above, past performance of our management team or any of their respective affiliates is not a guarantee of (i) success with respect to a business combination that may be consummated, (ii) the ability to successfully identify and execute a transaction or (iii) the ability to assess the risk of potential transactions. You should not rely on the historical performance record of our management team or their affiliates as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under “Management — Conflicts of Interest.”
Competitive Strengths
Alternative Path to Becoming Public
We believe our structure will make us an attractive business combination partner to prospective target businesses that desire to become a publicly listed company. A merger with us will offer a target business an alternative process to a public listing rather than the traditional initial public offering process. We believe that target businesses may favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the traditional initial public offering. Furthermore, once a proposed business combination is approved by our shareholders and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could
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prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders’ interests than it would as a private company. A public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management. With public company corporate governance standards, a target business may become attractive to the public investors.
Strong and Stable Financial Position with Flexibility.
With funds in the trust account of $220,000,000 (or $253,000,000 if the over-allotment option is exercised in full) available to use for a business combination, we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, since we have no specific business combination under consideration, we have not taken any steps to secure third party financing and there can be no assurance that it will be available to us.
Prior SPAC Experience
Below are the SPAC business combinations in which members of our management and board of directors have participated, along with certain other information:
IPAX (Inflection Point Acquisition Corp.), LUNR (Intuitive Machines, Inc.). IPAX completed its initial public offering in September 2021, in which it sold 32,975,000 units, each consisting of one Class A ordinary share of IPAX and one-half of one warrant to purchase one Class A ordinary share of IPAX, for an offering price of $10.00 per unit, generating aggregate proceeds of $329,600,000. On September 16, 2022, IPAX announced its business combination with Intuitive Machines, Inc. (“LUNR”), a diversified space exploration, infrastructure, and services company with marquee contracts supporting NASA’s $93 billion Artemis program. Prior to the extraordinary general meeting of IPAX shareholders to approve the business combination with LUNR, holders of 27,481,818 of IPAX Class A ordinary shares, or 83.34% of the outstanding IPAX Class A ordinary shares and 89.37% of the outstanding IPAX Class A ordinary shares not held by affiliates of IPAX, exercised their right to redeem those shares for cash at a price of approximately $10.1843 per share, for an aggregate of $279,884,313.81. The transaction with LUNR closed on February 13, 2023, and began trading on Nasdaq on February 14, 2023 under the ticker “LUNR.” On January 15, 2026, the closing price of shares of the Class A common stock of LUNR was $19.50 per share. Peter Ondishin previously served as an employee of IPAX.
IPXX (Inflection Point Acquisition Corp. II), USARE (USA Rare Earth, Inc.). IPXX completed its initial public offering in May 2023, in which it sold 25,000,000 units, each consisting of one Class A ordinary share of IPXX and one-half of one warrant to purchase one Class A ordinary share of IPXX, for an offering price of $10.00 per unit, generating aggregate proceeds of $250,000,000. On August 21, 2024, IPXX entered into a business combination with USA Rare Earth, LLC (“USARE”), a company whose mission is to establish a vertically integrated, domestic rare earth magnet supply chain that supports the future state of energy, mobility, and national security in the United States. USARE is developing a NdFeB magnet manufacturing plant in the United States, and establishing domestic rare earth and critical minerals supply, extraction, and processing capabilities to supply its magnet manufacturing plant and market surplus materials to third-parties. IPXX held a vote on November 18, 2024 to extend the date by which IPXX must complete an initial business combination from November 30, 2024 to August 21, 2025. In connection with such extension, holders of 22,794,651 Class A ordinary shares of IPXX, or 91.18% of the outstanding IPXX public shares, exercised their right to redeem those shares for cash at a price of approximately $10.83 per share, for an aggregate of $246.9 million. Prior to the extraordinary general meeting of IPXX shareholders to approve the business combination with USARE, holders of 128,140 IPXX Class A ordinary shares, or 5.8% of the outstanding IPAX Class A ordinary shares, exercised their right to redeem those shares for cash at a price of approximately $11.00 per share, for an aggregate of $1,409,139.27. The transaction with USARE closed on March 13, 2025 and began trading on March 14, 2025 under the ticker “USAR.” On January 15, 2026, the closing price of shares of the Class A common stock of USARE was $16.79 per share. Peter Ondishin served as chief financial officer for IPXX from May 2023 to March 2025, and Erica Dorfman served as a director for IPXX from May 2023 to March 2025.
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IPCX (Inflection Point Acquisition Corp. III). IPCX completed its initial public offering in April 2025, in which it sold 25,300,000 units, each consisting of one Class A ordinary share of IPXX and one right to receive one-tenth (1/10) of one Class A ordinary share of IPCX, for an offering price of $10.00 per unit, generating aggregate proceeds of $253,000,000. On January 15, 2026, the closing price of the Class A ordinary shares of IPCX was $10.16 per share. Peter Ondishin has served as chief financial officer for IPCX since November 2024.
FPAC (Far Peak Acquisition Corporation). FPAC completed its initial public offering in December 2020, in which it sold 60,000,000 units, each consisting of one Class A ordinary share of FPAC and one-third of one warrant to purchase one Class A ordinary share of FPAC, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $600,000,000. FPAC did not complete an initial business combination within the period required by its charter and liquidated its trust account as of March 13, 2023. Nicole Seligman served as a director for FPAC.
In recent years, stock prices of a number of target businesses have underperformed post-business combination with a SPAC. As a result, we cannot assure you that we will properly ascertain or assess all of the significant risk factors associated with a target business or that the price of the shares of the combined entity post-business combination will increase.
Our Acquisition Process
In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about the target and its industry which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.
Initial Business Combination
We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.
We have until the date that is 24 months (or 27 months if we have executed a letter of intent for an initial business combination within 24 months from the closing of this offering) from the closing of this offering (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the
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date by which we must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or 27-month period, as applicable), we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon and not previously released to us for permitted withdrawals, divided by the number of then issued and outstanding public shares, subject to applicable law.
If we are unable to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon and not previously released to us for permitted withdrawals (less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.
If we do not complete our initial business combination within the completion window, while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect that it will be necessary to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private warrants will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account.
Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we
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issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
Members of our management team and our independent directors will directly or indirectly own founder shares and/or private warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, the founder shares and private warrants will expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. See the section titled “Management — Conflicts of Interest” for more information. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.
In addition, our sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. Other than Inflection Point Acquisition Corp. III of which Mr. Ondishin is the Chief Financial Officer, the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations. In order to minimize potential conflicts of interest which may arise from
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multiple affiliations with SPACs, unless a business combination opportunity is expressly offered to us or to one of our directors or officers solely in his or her capacity as our director and/or officer and such opportunity is one we are permitted to undertake and would otherwise be reasonable for us to pursue, subject to their other legal obligations, we expect that our officers and directors who are also officers and/or directors of other SPACs will present suitable target businesses to us and the other applicable SPACs based on which SPAC went public first and taking into account any contractual restrictions applicable to each such SPAC and other reasonable considerations (including but not limited to the relative sizes of the SPACs and the amount in trust compared to the sizes of the targets, the need or desire for additional financings, the amount of time required to complete a business combination and the relevant experience of the directors and officers involved with a particular blank check company).
Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Competition
In identifying, evaluating and selecting a target business for our initial business combination, we may encounter significant competition from other entities having a business objective similar to ours (including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions), which competition may impact the attractiveness of the acquisition terms that we will be able to negotiate. Many of these entities are well-established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess financial, technical, human and other resources that are similar to or greater than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with the exercise of redemption rights by our public shareholders may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either or both of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. See “Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.”
Potential Additional Financings
We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such
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financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Sponsor Information
Our sponsor is a Delaware limited liability company, which was recently formed in September 2025 to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Justin Di Rezze is the managing member of our sponsor, Praetorian Sponsor LLC, and holds voting and investment discretion with respect to the securities held by the sponsor. As of the date of this prospectus, other than Justin Di Rezze, no other person has a direct or indirect material interest in our sponsor. Our Chairman and Chief Executive Officer, Dr. Di Rezze, will receive an indirect interest in 3,883,345 founder shares through membership interests in our sponsor, and our Chief Financial Officer, Peter Ondishin, will receive an indirect interest in 186,398 founder shares through membership interests in our sponsor. In addition, our independent directors will receive for their services as a director an indirect interest in the founder shares through membership interests in our sponsor. Nicole Seligman will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor, Erica Dorfman will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor, and Alex Elias will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor. Additionally, certain third-party investors will hold membership interests in our sponsor. Other than members of our management team who are members of our sponsor, none of the other members of our sponsor will participate in our company’s activities.
The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:
|
Entity/Individual
|
|
Amount of Compensation
to be Received or Securities
Issued or to be Issued
|
|
Consideration Paid or to be Paid
|
|
Praetorian Sponsor LLC
|
|
$25,000 per month (the “Administrative Services Fee”)
|
|
Office space, utilities and secretarial and administrative support
|
| |
|
8,433,333 Class B ordinary shares(1)
|
|
$25,000
|
| |
|
4,670,000 private warrants to be purchased simultaneously with the closing of this offering (or 5,000,000 private warrants if the over-allotment option is exercised in full)
|
|
$4,670,000 (or $5,000,000 if the over-allotment option is exercised in full)
|
| |
|
Up to $300,000 in loans
|
|
Repayment of loans made to us to cover offering related and organizational expenses
|
| |
|
Up to $1,500,000 in working capital loans, which loans may be convertible into private warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender
|
|
Working capital loans to finance transaction costs in connection with an initial business combination
|
| |
|
Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination
|
|
Services in connection with identifying, investigating and completing an initial business combination
|
|
Holders of Class B ordinary shares
|
|
Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio
|
|
Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion
|
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|
Entity/Individual
|
|
Amount of Compensation
to be Received or Securities
Issued or to be Issued
|
|
Consideration Paid or to be Paid
|
|
Praetorian Sponsor LLC, our officers, directors, advisors or our or their affiliates
|
|
Finder’s fees, advisory fees, consulting fees or success fees(3)
|
|
Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account
|
|
Praetorian Sponsor LLC, or its affiliates
|
|
Salary or fee in an amount that constitutes a market standard for comparable transactions(4)
|
|
Any services provided as an advisor or otherwise in connection with our initial business combination and certain other transactions
|
Because our sponsor acquired the founder shares at a nominal price ($0.003 per share), our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Additionally, our public shareholders may experience dilution from the exercise of the 4,670,000 private warrants (5,000,000 private warrants if the underwriters’ over-allotment option is exercised in full) to be purchased by our sponsor simultaneously with the closing of this offering as well as conversion of any working capital loans into warrants, if elected by the sponsor or by another person or entity who made such working capital loans. The exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. See the sections titled “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline” and “Dilution.”
The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, approximately 24.9% of sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.
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If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution. This dilution would increase to the extent that the anti-dilution provision of the founder shares result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition, the cashless exercise of the private warrants would further increase the dilution to our public shareholders.
Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private warrants, as summarized in the table below.
| Subject Securities | | Expiration Date | | Natural Persons and
Entities Subject to
Restrictions | | Exceptions to Transfer
Restrictions |
| Founder Shares | | The earlier of (A) six months after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | | Praetorian Sponsor LLC Justin Di Rezze Peter Ondishin Erica Dorfman Alex Elias Nicole Seligman | | Transfers permitted (a) to our officers, directors, advisors or consultants, any affiliate or family member of any of our officers, directors, advisors or consultants, any members or partners of the sponsor or their respective affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) pro rata distributions from our sponsor to its respective members, partners or shareholders pursuant to our sponsor’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the State |
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| Subject Securities | | Expiration Date | | Natural Persons and
Entities Subject to
Restrictions | | Exceptions to Transfer
Restrictions |
| | | | | | | of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. |
| Private warrants | | 30 days after the completion of our initial business combination | | Praetorian Sponsor LLC Justin Di Rezze Peter Ondishin Erica Dorfman Alex Elias Nicole Seligman | | Same as above. |
| Any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants | | 180 days | | Praetorian Sponsor LLC Justin Di Rezze Peter Ondishin Erica Dorfman Alex Elias Nicole Seligman | | The 180 day lock-up period is pursuant to the underwriting agreement and can be waived with the prior written consent of Clear Street. See “Underwriting — Lock-up.” Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private warrants pursuant to the letter agreement described in the immediately preceding paragraphs. |
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Up to 1,100,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private warrants or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein.
Corporate Information
Our executive offices are located at 2 S Biscayne Blvd, PMB 1004 Suite #3200, Miami, FL 33131, and our telephone number is (754) 217-7160. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30.
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In addition, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
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The offering
In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors.”
|
Securities offered:
|
|
22,000,000 units, at $10.00 per unit (or 25,300,000 units if the underwriters’ option to purchase additional units is exercised in full), each unit consisting of:
|
| |
|
• one Class A ordinary share; and
|
| |
|
• one-third of one redeemable warrant.
|
|
Proposed Nasdaq symbols:
|
|
Units: “PTORU”
|
| |
|
Class A ordinary shares: “PTOR”
|
| |
|
Warrants: “PTORW”
|
|
Trading commencement and separation of
Class A ordinary shares and warrants:
|
|
The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Clear Street informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant.
|
|
Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K:
|
|
In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated information to reflect the exercise of the over-allotment option.
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Units:
|
|
|
|
Number outstanding before this offering
|
|
0
|
|
Number outstanding after this offering(1)
|
|
22,000,000
|
|
Ordinary shares:
|
|
|
|
Number outstanding before this offering(2)
|
|
8,433,333
|
|
Number outstanding after this offering(1)(3)(4)
|
|
29,498,333
|
|
Warrants:
|
|
|
|
Number of warrants sold in a private placement simultaneously with this offering(1)
|
|
4,670,000
|
|
Number of warrants to be outstanding after this offering and the private placement(1)(5)
|
|
12,003,333
|
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Exercisability:
|
|
Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
|
| |
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We have structured each unit to contain one-third of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar SPACs which contain whole warrants exercisable for one share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for target businesses.
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Exercise price:
|
|
$11.50 per share, subject to adjustments as described herein.
|
| |
|
In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and this offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
|
|
Exercise period:
|
|
The warrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
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| |
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We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement.
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If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement.
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The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
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|
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00
|
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We may redeem the outstanding warrants:
• in whole and not in part;
• at a price of $0.01 per warrant;
• upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and
• if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of our initial business combination and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
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We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the measurement period. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering.
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Founder shares:
|
|
On October 14, 2025, our sponsor purchased, and the Company issued to the sponsor, 8,433,333 Class B ordinary shares for an aggregate purchase price of $25,000 (up to 1,100,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised). The sponsor purchased the founder shares for $0.003 per share.
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Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 25,300,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent approximately 24.9% of the outstanding shares after this offering. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Up to 1,100,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders, on an as-converted basis, at approximately 24.9% of our issued and outstanding ordinary shares upon the consummation of this offering. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption and cancellation of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.
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The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that:
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|
• prior to the closing of our initial business combination, only holders of our Class B ordinary shares have the right to vote on the appointment or removal of directors and on continuing the company in a jurisdiction outside the Cayman Islands (as further described herein), prior to the consummation of our initial business combination;
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• the founder shares are subject to certain transfer restrictions, as described in more detail below;
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• the founder shares are entitled to registration rights;
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• the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights”; and
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• our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).
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The interests of the members of the sponsor are denominated in two classes of membership interest units: (i) class Y membership units representing interests in the founder shares and (ii) class X membership units that will represent an interest in the private warrants. All members of the sponsor, including the managing member of the sponsor, will hold both classes of membership units representing their proportional interest in the founder shares and private warrants, respectively. Pursuant to an agreement of all members of the sponsor and subject to certain exceptions, the management and control of the sponsor is vested exclusively with the managing member.
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Transfer restrictions on founder shares
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Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) six months after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as
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described herein under “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Warrants.” Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.
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Except in certain limited circumstances, no member of the sponsor may sell, transfer, assign, pledge, mortgage, charge, hypothecate, exchange or otherwise dispose, directly or indirectly, (a “Transfer”) all or any portion of its membership interests in the sponsor. For more information, see “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Warrants”.
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Founder shares conversion and anti-dilution rights:
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The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately 24.9% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
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Appointment and removal of directors and continuing the company outside of the Cayman Islands; Voting Rights:
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Except as set forth below, holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in our amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by our shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, (noting that the amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll, and in accordance with section 60(4) of the Companies Act regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution) and pursuant to our amended and restated memorandum and articles of association, such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of our ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of our initial business combination, only holders of our Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares.
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With respect to any other matter submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association,
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which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such meeting will be present if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy.
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In such case, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). As a result, in addition to our founder shares and representative shares, we would need 7,250,835 public shares, or approximately 33.0% of the 22,000,000 public shares sold in this offering, to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we would need 2,334,445 public shares, or 10.6% of the 22,000,000 public shares sold in this offering, in addition to our founder shares and representative shares, to be voted in favor of an initial business combination in order to approve an initial business combination.
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Private warrants:
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Our sponsor, Praetorian Sponsor LLC, has committed to purchase 4,670,000 private warrants (or 5,000,000 private warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $4,670,000 (or $5,000,000 if the over-allotment option is exercised in full). A portion of the purchase price of the private warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $220,000,000 (or $253,000,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. The private warrants will be identical to the units sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private warrants (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (ii) will be entitled to registration rights. If we do not complete our initial business combination within the completion window, the private warrants will expire worthless.
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Transfer restrictions on private warrants:
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The private warrants will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination, except as described herein under “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Warrants.”
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Proceeds to be held in trust account:
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Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private warrants described in this prospectus, $220,000,000, or $253,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated U.S. based trust account with Odyssey Transfer and Trust Company acting as trustee, and initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.
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Except with respect to interest earned on the funds held in the trust account that may be released to us as permitted withdrawals, if any, the proceeds from this offering and the sale of the private warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.
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Ability to extend time to complete business combination
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We have until the date that is 24 months (or 27 months if we have executed a letter of intent for an initial business combination within 24 months from the closing of this offering) from the closing of this offering (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or 27-month period, as applicable), we may seek shareholder approval
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to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon and not previously released to us for permitted withdrawals, divided by the number of then issued and outstanding public shares, subject to applicable law.
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If we are unable to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon and not previously released to us for permitted withdrawals (less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein.
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Anticipated expenses and funding sources:
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Unless and until we complete our initial business combination, no proceeds held in the trust account (including the interest thereon) will be available for our use, except the withdrawal of interest as permitted withdrawals, and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account as permitted withdrawals and the following funding sources:
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• the net proceeds of this offering and the sale of the private warrants not held in the trust account, which initially will be approximately $2,420,000 in working capital after the payment of approximately $600,000 (or $682,500 if the over-allotment option is exercised in full) in expenses relating to this offering, and does not include a potential payment by us to the underwriters in an amount up to $100,000, to reimburse the underwriters for all actual and reasonable expenses incurred in connection with the offering; and
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• any loans or additional investments from our sponsor, members of our management team or their respective affiliates or other third parties, although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private warrants, at a price of $1.00 per warrant, at the option of the applicable lender.
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Conditions to completing our initial business combination:
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Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.
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If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the aggregate value of all of the target businesses will be taken into account for purposes of the 80% fair market value test and we will treat the transactions together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable.
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Permitted purchases of public shares and public warrants by our affiliates:
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If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers or their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial shareholders, directors, officers or their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. There is no limit on the number of shares our initial shareholders, directors, officers or their respective affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases of Our Securities,” for a description of how our sponsor, initial shareholders, directors, officers or any of their affiliates will select which shareholders to purchase securities from in any private transaction. Our sponsor, directors, officers or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
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Additionally, in the event our sponsor, initial shareholders, directors, officers or their respective affiliates were to purchase shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:
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• our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers or their respective affiliates may purchase shares, rights or warrants from public shareholders outside the redemption process, along with the purpose of such purchases;
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• if our sponsor, initial shareholders, directors, officers or their respective affiliates were to purchase shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process;
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• our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders, directors, officers, advisor or their respective affiliates would not be voted in favor of approving the business combination transaction;
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• our sponsor, initial shareholders, directors, officers or their respective affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and
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• we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:
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• the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers or their respective affiliates, along with the purchase price;
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• the purpose of the purchases by our sponsor, initial shareholders, directors, officers or their respective affiliates;
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• the impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers or their respective affiliates on the likelihood that the business combination transaction will be approved;
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• the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers or their respective affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers or their respective affiliates; and
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• the number of our securities for which we have received redemption requests pursuant to our redemption offer.
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Please see “Proposed Business — Permitted Purchases of Our Securities” for a description of how such persons will determine from which shareholders to seek to acquire securities.
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The purpose of any such transaction could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.
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Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. To the extent such securities are purchased, such public securities will not be voted as required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC. In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Please see “Risk Factors — If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers or their respective affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our securities.”
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Redemption rights for public shareholders upon completion of our initial business combination:
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We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination.
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Manner of conducting redemptions:
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We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
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The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued and outstanding shares entitled to vote on such matter. Any special resolution required to be passed pursuant to the amended and restated memorandum and articles of association or the Companies Act will be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass such special resolution.
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If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will:
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• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
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• file proxy materials with the SEC.
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If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such meeting will be present if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
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As a result, in addition to our founder shares and representative shares, we would need 7,250,835 public shares, or approximately 33.0% of the 22,000,000 public shares sold in this offering, to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we would need 2,334,445 public shares, or 10.6% of the 22,000,000 public shares sold in this offering, in addition to our founder shares and representative shares, to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation of the company with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued and outstanding shares entitled to vote on such matter. Any special resolution required to be passed pursuant to the amended and restated memorandum and articles of association or the Companies Act will be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass such special resolution. In addition, prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to appoint and remove directors prior to, or in connection with, the completion of our initial business combination; and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
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If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
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• conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
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• file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
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Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
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We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates (if any) to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements.
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We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.
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Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
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Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote:
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Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.
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Release of funds in trust account on closing of our initial business combination:
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On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions as further described under the heading “Underwriting”, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
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Redemption of public shares and distribution and liquidation if no initial business combination:
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Our amended and restated memorandum and articles of association provide that we will have only the completion window to complete our initial business combination. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (which interest shall be less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.
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Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the trust account. However, if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window.
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Our sponsor, officers and directors have agreed, pursuant to a letter agreement, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment.
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Limited payments to insiders:
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We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account (except as noted with respect to permitted withdrawals):
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• Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
• Permitted withdrawals of up to $300,000 from interest earned on the trust account for working capital purposes per year (plus the rollover of unused amounts from prior years);
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• Reimbursement for office space, utilities and secretarial and administrative support made available to us by our sponsor or an affiliate thereof, in an amount equal to $25,000 per month;
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• Payment of consulting, success or finder fees to our sponsor, officers or directors, advisors, or our or their affiliates in connection with the consummation of our initial business combination;
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• We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
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• Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
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• Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the applicable lender. Such warrants would be identical to the private warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
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Audit committee:
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We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by the rules of Nasdaq and Rule 10A of the Exchange Act. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management — Committees of the Board of Directors — Audit Committee.”
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Conflicts of Interest:
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Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.
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Our sponsor, officers or directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect
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our ability to complete our initial business combination. Other than Inflection Point Acquisition Corp. III of which Mr. Ondishin is the Chief Financial Officer, the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations. In order to minimize potential conflicts of interest which may arise from multiple affiliations with SPACs, unless a business combination opportunity is expressly offered to us or to one of our directors or officers solely in his or her capacity as our director and/or officer and such opportunity is one we are permitted to undertake and would otherwise be reasonable for us to pursue, subject to their other legal obligations, we expect that our officers and directors who are also officers and/or directors of other SPACs will present suitable target businesses to us and the other applicable SPACs based on which SPAC went public first and taking into account any contractual restrictions applicable to each such SPAC and other reasonable considerations (including but not limited to the relative sizes of the SPACs and the amount in trust compared to the sizes of the targets, the need or desire for additional financings, the amount of time required to complete a business combination and the relevant experience of the directors and officers involved with a particular blank check company).
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Our executive officers and our directors may have interests that differ from you in connection with the business combination, including the fact that they may lose their entire investment in us if our initial business combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account, and accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
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Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination, including the fact that they may lose their entire investment in us if our initial business combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account. Upon the closing of this offering, our sponsor will have invested in us an aggregate of $4,695,000 ($5,025,000 if the underwriters’ over-allotment option is exercised in full), comprised of the $25,000 purchase price for the founder shares (or approximately $0.003 per share) and the $4,670,000 purchase price (or $5,000,000 if the underwriters’ over-allotment option is exercised in full) for the private warrants (or $1.00 per private warrant). Accordingly, our management team may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares in this offering, as our sponsor and members of our management team would likely not receive any financial benefit unless we consummated such business combination. These interests of our executive officers and directors may affect the consideration paid, terms, conditions and timing relating to a business combination in a way that conflicts with the interests of our public shareholders.
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Additionally, the personal and financial interests of our directors and executive officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and executive officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. For example, if two targets are being evaluated by our management team, and one is more stable and has a better risk or stability profile for our public shareholders, but may take a longer time to diligence and go through the business combination process, while the other has a less favorable risk or stability profile for our public shareholders, but would be easier, quicker and more certain to guide through the business combination process, our management team may decide to choose what they believe to be the quicker and more certain path despite its less favorable risk or stability profile for our public shareholders, as our management team would likely not receive any financial benefit unless we consummated a business combination. Additionally, if members of our management team form other SPACs similar to ours or pursue other business or investment ventures during the period in which we are seeking an initial business combination, the consideration paid, terms, conditions and timing relating to the business combinations of such other SPACs or ventures, and the level of attention paid to by members of our management team to them versus the level of attention paid to us may conflict in a way that is unfavorable to us. Consequently, our directors’ and executive officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest, which could negatively impact the timing for a business combination.
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In addition to the above, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See “Risk Factors — Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.”
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Additionally, our sponsor and executive officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our sponsor and executive officers and directors have agreed to waive their redemption rights with respect to any founder shares held by them if we are unable to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or by such earlier liquidation date as our board of directors may approve. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private warrants held in the trust account will be used to fund the redemption of our public shares, and the private warrants will expire worthless. With certain limited exceptions, the founder
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shares will not be transferable, assignable or salable by our sponsor or its permitted transferees until six months after the completion of our initial business combination. With certain limited exceptions, the private warrants will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and executive officers and directors may directly or indirectly own ordinary shares and warrants following this offering, our executive officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or by such earlier liquidation date as our board of directors may approve.
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Upon consummation of this offering or thereafter, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses, and we will begin paying an affiliate of our sponsor $25,000 per month for office space, utilities and secretarial and administrative support. In the event that following this offering we obtain working capital loans from our sponsor or any of its affiliates or from our officers or directors to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into private warrants of the post-business combination entity at a price of $1.00 per warrant at the option of our sponsor. In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.
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Similarly, if we agree to pay our sponsor, officers or directors, advisors, or our or their affiliates a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.
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We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.
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Indemnity by the sponsor in the event of
liquidation without a business combination:
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Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the Company’s independent auditors), reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.
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Summary financial data
The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
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October 24, 2025
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Actual
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As Adjusted
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Balance Sheet Data:
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Working capital (deficiency)(1)
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$
|
(25,141
|
)
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$
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2,184,576
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|
|
Total assets(2)
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|
$
|
57,317
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|
|
$
|
222,427,176
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Total liabilities(3)
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|
$
|
50,141
|
|
|
$
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6,842,600
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Value of ordinary shares subject to possible redemption(4)
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|
$
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—
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|
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$
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220,000,000
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Shareholders’ equity (deficit)(5)
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|
$
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7,176
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|
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$
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(4,415,424
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)
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Risks
We are a recently incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419” for additional information concerning how Rule 419 blank check offerings differ from this offering. You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” in this prospectus.
Summary of Risk Factors
An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:
• We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
• Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
• Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
• Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”.
• Our sponsor will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
• If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote and, under certain circumstances, we may not need any public shares in addition to the founder shares to approve an initial business combination.
• The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
• The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting commissions may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.
• The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
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• If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
• You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
• Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
• The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.
• The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Class A ordinary shares at such time is substantially less than the $10.00 per share initially placed into the trust account.
• You will not be entitled to protections normally afforded to investors of many other blank check companies.
• Past performance by our management team and its affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.
• We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
• To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we would likely receive less interest on the funds held in the trust account, which would likely reduce the dollar amount our public shareholders would receive upon any redemption or liquidation;
• If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
• Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
• Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.
• An investment in this offering may result in uncertain U.S. federal income tax consequences.
• The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus.
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Risk factors
An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination, we may not need any public shares sold to other investors in this offering to be voted in favor of the initial business combination for it to be completed.
We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval, and we may not need any public shares sold to other investors in this offering to be voted in favor of the initial business combination. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination we complete. Please see the section entitled “Proposed Business — Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.
If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote and, under certain circumstances, we may not need any public shares in addition to the founder shares to approve an initial business combination.
Our initial shareholders (assuming they do not purchase any units in this offering) will own approximately 24.9% of our issued and outstanding ordinary shares immediately following the completion of this offering.
Our initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provides that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. As a result, in addition to our founder shares and representative shares, we would need 7,250,835 public shares, or 33.0% of the 22,000,000 public shares sold in this offering, to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their ordinary shares at a general meeting of the company, we would need 2,334,445 public shares, or 10.6% of the 22,000,000 public shares sold in this offering, in addition to our founder shares and representative shares, to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation of the company with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued and outstanding shares entitled to vote on such matter. Any special resolution required to be passed pursuant
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to the amended and restated memorandum and articles of association or the Companies Act will be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass such special resolution. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that an ordinary resolution will be passed, being the requisite shareholder approval for such initial business combination (subject to the business combination now being undertaken by statutory merger or consolidation of the company with another company under Cayman Islands law which will require a special resolution).
Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions payable to Clear Street.
Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”.
As of October 24, 2025, we had no cash and a working capital deficit of $25,141. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.
The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
We may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Consequently, if accepting all properly submitted redemption requests would not allow us to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions. See the section entitled “Underwriting” for more information.
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting commissions may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.
At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount
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of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the amount of the deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. As a result, our obligations to redeem public shares for which redemption is requested and to pay the deferred underwriting commissions may not allow us to complete the most desirable business combination or optimize our capital structure.
In addition, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure and may result in substantial dilution from your purchase of our Class A ordinary shares. The effect of this dilution will be greater for shareholders who do not redeem. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions. We may not be able to generate sufficient value from the completion of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment. Please see “— Risks Relating to Our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.”
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.
The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within the completion window. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. The length of time it may take us
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to complete our diligence and negotiate a business combination may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated initial business combination.
We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination.
We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, including, for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60 days from the date of this prospectus, unless such payment would not be deemed underwriters’ compensation in connection with this offering.
The underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.
We may not be able to complete our initial business combination within the completion window, in which case we would redeem our public shares.
We may not be able to find a suitable target business and complete our initial business combination within the completion window after the closing of this offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (which interest shall be less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share, or possibly less, and our warrants will expire without value to the holder. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors described in this “Risk Factors” section.
We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares, and the warrants would be worthless.
We have until the date that is 24 months (or 27 months if we have executed a letter of intent for an initial business combination within 24 months from the closing of this offering) from the closing of this offering (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which
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we must consummate our initial business combination. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initial business combination, and we are unable to consummate our initial business combination within the applicable time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (which interest shall be less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants would be worthless.
If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers and their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, initial shareholders, directors, officers, advisor and their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by sponsor, initial shareholders, directors, officers and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.
Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial shareholders, directors, officers and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares, rights or warrants in such transactions.
The purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.
To the extent that any public shares are purchased such purchases will be in compliance with all of the requirements set forth in Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC, including that such public shares will not be voted. In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our sponsor, initial shareholders,
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directors, officers and their affiliates were to purchase public shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:
• our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers and their affiliates may purchase public shares or warrants from public shareholders outside the redemption process, along with the purpose of such purchases;
• if our sponsor, initial shareholders, directors, officers and their affiliates were to purchase public shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process;
• our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders, directors, officers and their affiliates would not be voted in favor of approving the business combination transaction;
• our sponsor, initial shareholders, directors, officers and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and
• we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:
• the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers and their affiliates, along with the purchase price;
• the purpose of the purchases by our sponsor, initial shareholders, directors, officers and their affiliates;
• the impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers and their affiliates on the likelihood that the business combination transaction will be approved;
• the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers and their affiliates; and
• the number of our securities for which we have received redemption requests pursuant to our redemption offer.
Please see “Proposed Business — Permitted Purchases of Our Securities” for a description of how such persons will determine from which shareholders to seek to acquire securities.
If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.
We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates (if any) to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public
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shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this prospectus entitled “Proposed Business — Delivering Share Certificates in Connection with the Exercise of Redemption Rights.”
You will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities Act.
Since the net proceeds of this offering and the sale of the private warrants are intended to be used to complete one or more initial business combinations with a target business or businesses that have not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the completion of this offering and the sale of the private warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our respective business combinations than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us or in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”
If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you may lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess technical, human and other resources that are similar to or greater than ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation
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gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
If the net proceeds of this offering and the sale of the private warrants not being held in the trust account, plus permitted withdrawals, are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
Of the net proceeds of this offering, only $2,420,000 will be available to us initially outside the trust account to fund our working capital requirements, including a payment we have agreed to reimburse the underwriters for all actual and reasonable expenses incurred in connection with the offering, up to an amount equal to $100,000 at the closing of this offering, which amount is payable regardless of whether or not this offering closes. We believe that, upon closing of this offering, the funds available to us outside of the trust account together with permitted withdrawals will be sufficient to allow us to operate for at least the duration of the completion window; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.
In the event that our offering expenses exceed our estimate of $600,000 (or $682,500 if the over-allotment option is exercised in full), we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. Conversely, in the event that the offering expenses are less than our estimate of $600,000 (or $682,500 if the over-allotment option is exercised in full), the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate.
Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account, from permitted withdrawals, or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the applicable lender. Such units would be identical to the private warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than the $10.00 per share initially placed into the trust account.
Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies
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held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of this offering will not execute agreements with us waiving such claims to the monies held in the trust account.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the Company’s independent auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.
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We may not have sufficient funds to satisfy indemnification claims of our directors and officers.
We have agreed to indemnify our officers and directors to the fullest extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a liquidator or a bankruptcy or other court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to us or our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or a bankruptcy or other court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to us or our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
On January 24, 2024, the SEC adopted a series of new rules relating to SPACs (the “SPAC Rules”) requiring, among other items, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public
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offerings and de-SPAC transactions; (iii) the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and (iv) both the SPAC and the target company’s status as co-registrants on de-SPAC registration statements.
In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.
Compliance with the SPAC Rules and related guidance may increase the costs of, and the time needed to negotiate and complete an initial business combination and may constrain the circumstances under which we could complete an initial business combination.
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
As described in the risk factor above entitled “Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.”, the SEC’s adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company.
If we are deemed to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. Our activities may be restricted, including:
• restrictions on the nature of our investments; and
• restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
We may also have imposed upon us burdensome requirements, including:
• registration as an investment company;
• adoption of a specific form of corporate structure; and
• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SEC’s investment company definition and guidance and intend to identify and complete an initial business combination with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold.
We do not believe that our anticipated activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.
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Pursuant to the trust agreement, the trustee is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended solely as a temporary depository for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window; or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, from the closing of this offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.
We are aware of litigation claiming that certain SPACs should be considered to be investment companies. Although we believe that these claims were without merit, we cannot guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our winding down our operations and our liquidation. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless, and our public shareholders would also lose the possibility of an investment opportunity in a target company as well as any potential price appreciation in the combined company following a business combination.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest bearing demand deposit account at a bank until the earlier of the consummation of an initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we will likely receive less interest on the funds held in the trust account than we would have had the trust account remained as initially invested, such that our public shareholders would receive less upon any redemption or liquidation of the Company than what they would have received had the investments not been liquidated.
The funds to be held in the trust account will, following this offering, be initially held only in U.S. government treasury obligations with a maturity of 185 days or less, in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act and in cash or cash like items (including demand deposit accounts) at a bank. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct Odyssey Transfer and Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. Following such liquidation, we will likely receive less interest on the funds held in the trust account than we would earn if the trust account remained invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, interest previously earned on the funds held in the trust account still may be released to us for permitted withdrawals and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the trust account and thereafter to hold all funds in the trust account in an interest-bearing demand deposit at a bank could reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company as compared to what they would have received had the investments not been so liquidated.
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Notwithstanding the measures set forth above, we may still be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. As disclosed above, we may determine, in our discretion, to liquidate the securities held in the trust account at any time and instead hold all funds in the trust account in an interest bearing demand deposit account or as cash or cash items at a bank, which could further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company as compared to what they would have received had the investments not been so liquidated. Were we to liquidate the Company, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could have consummated an initial business combination. In addition, upon moving the funds from the trust account to a deposit account, we will maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the FDIC. While we intend to place our deposits in high-quality banks, only a small portion of the funds in our trust account will be guaranteed by the FDIC.
Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East and Southwest Asia.
United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination.
The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or other matters of global concern continue for an extended period of time, our ability to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely affected.
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Military or other conflicts in Ukraine, the Middle East and Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.
Military or other conflicts in Ukraine, the Middle East, Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination target and consummate an initial business combination on acceptable commercial terms, or at all.
If we are unable to consummate our initial business combination within the completion window, our public shareholders may be forced to wait beyond 24 months (or 27 months as applicable) before redemption from our trust account.
If we are unable to consummate our initial business combination within the completion window, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the end of the completion window before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.
Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.
We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our public shareholders to discuss company affairs with management, and the holders of our Class A ordinary shares will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with management. Our board of directors will be divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a
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three-year term. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination.
Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors. Our amended and restated memorandum and articles of association prohibits us from effectuating a business combination solely with another blank check company or similar company with nominal operations.
Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. In recent years, stock prices of a number of target businesses have underperformed post-business combination. There are no assurances that the target business with which we consummate our initial business combination will perform as anticipated. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.
We will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.
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Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
We are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.
We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles of association authorizes the issuance of up to 300,000,000 Class A ordinary shares, par value $0.0001 per share, 30,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. Immediately after this offering, there will be 278,000,000 and 22,666,667 (assuming in each case that the underwriters have not exercised their over-allotment option and 1,100,000 Class B ordinary shares are forfeited) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination. Immediately after this offering, there will be no preference shares issued and outstanding.
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We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, except in connection with the conversion of Class B ordinary shares into Class A ordinary shares where the holders of such shares have waived any rights to receive funds from the trust account, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with public shares on any initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:
• may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
• may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
• could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
• may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
• may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
• may not result in adjustment to the exercise price of our warrants.
Unlike some other similarly structured SPACs, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.
The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately 24.9% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
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We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time.
In connection with our initial business combination, we may issue ordinary or preference shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per share or lower, at a price that approximates the per-share amounts in our trust account at such time. The purpose of such issuances will be to enable us to provide sufficient liquidity and capital to the post-business combination entity and to complete the business combination. Such arrangements result in costs particular to the business combination process that would not generally be incurred in a traditional IPO. Such agreements may be structured in a way intended to ensure a return on investment to the investor in return for funds that would be used to facilitate the completion of the business combination. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. Any such issuances of equity securities could dilute the interests of our existing shareholders and could result in dilution to our existing shareholders. If we are not able to secure such financing and there are significant redemptions from our trust account, it is possible that we might not be able to complete an initial business combination.
Since only holders of our Class B ordinary shares will have the right to vote on the appointment of directors, upon the listing of our shares on Nasdaq, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
After completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors. As a result, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:
• we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; and
• we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
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We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors, or their respective affiliates or existing holders which may raise potential conflicts of interest.
In light of the involvement of our sponsor, its managing member, and our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with or competitive with our sponsor, officers, directors, or their respective affiliates or existing holders. Our directors also serve as officers and/or board members for other entities, including, without limitation, those described under “Management — Conflicts of Interest.” Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in “Proposed Business — Effecting our initial business combination — Selection of a target business and structuring of our initial business combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors, or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.
Since our sponsor, officers and directors, and any other holders of our founder shares, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
On October 14, 2025, our sponsor purchased, and the Company issued to the sponsor, 8,433,333 Class B ordinary shares for an aggregate purchase price of $25,000 (up to 1,100,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised). The sponsor purchased the founder shares for $0.003 per share. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 25,300,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent approximately 24.9% of the outstanding shares after this offering. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Up to 1,100,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. The founder shares will be worthless if we do not complete an initial business combination, except to the extent they receive liquidating distributions from assets outside of the trust account. In addition, our sponsor has committed to purchase an aggregate of 4,670,000 private warrants (5,000,000 if the underwriters’ over-allotment option is exercised in full) for a purchase price of $4,670,000 ($5,000,000 if the underwriters’ over-allotment option is exercised in full), or $1.00 per private warrant. Each private warrant will be identical to the warrants sold in this offering, except as described in this prospectus. The private warrants will be sold in a private placement that will close simultaneously with the closing of this offering, including the over-allotment option, as applicable.
Except in certain limited circumstances, no member of the sponsor may transfer all or any portion of its membership units in the sponsor. The private warrants will be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the end of the completion window nears, which is the deadline for our completion of an initial business combination.
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We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. The incurrence of debt could have a variety of negative effects, including:
• default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
• acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
• our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
• our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;
• limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
We may only be able to complete one business combination with the proceeds of this offering and the sale of the private warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. The net proceeds from this offering and the private placement of warrants will provide us with $213,400,000 (or $245,410,000 if the underwriters’ over-allotment option is exercised in full) that we may use to complete our initial business combination (after taking into account the $6,600,000 of deferred underwriting commissions, or $7,590,000 if the underwriters’ over-allotment option is exercised in full, being held in the trust account).
The net proceeds from this offering and the sale of the private placement units will provide us with up to $213,400,000 (or $245,410,000 if the underwriters’ over-allotment option is exercised in full) that we may use to complete our initial business combination (after taking into account the $6,600,000, or $7,590,000 if the over-allotment option is exercised in full, of deferred underwriting commissions payable to Clear Street (see the section entitled “Underwriting”) and estimated expenses of this offering).
We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to
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diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:
• solely dependent upon the performance of a single business, property or asset, or
• dependent upon the development or market acceptance of a single or limited number of products, processes or services.
This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.
Our amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold. Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
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In order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
In order to effectuate a business combination, SPACs have, in the recent past, amended various provisions of their articles of association and governing instruments, including their warrant agreements. For example, SPACs have extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds (or, in the scenarios described below, 90%) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued and outstanding shares entitled to vote on such matter. Any special resolution required to be passed pursuant to the amended and restated memorandum and articles of association or the Companies Act will be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass such special resolution. Amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private warrants or any provision of the warrant agreement with respect to the private warrants (including, for the avoidance of doubt, the forfeiture or cancellation of any private warrants), 50% of the then outstanding private warrants. In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.
The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, which is a lower amendment threshold than that of some other SPACs. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.
Our amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein), and other than amendments relating to the provisions regulating the appointment and removal of directors and continuing the company in a jurisdiction outside the Cayman Islands, which require a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares may be amended if approved by special resolution, under Cayman Islands law. Except as specified above with respect to matters requiring a 90% majority, a special resolution requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued and outstanding shares entitled to vote on such matter. Any special resolution required to be passed pursuant to the amended and restated memorandum and articles of association or the Companies Act will be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number
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of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass such special resolution. Corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. Our sponsor, who (assuming it does not purchase any units in this offering) will own approximately 24.9% of our ordinary shares upon the closing of this offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other SPACs, and this may increase our ability to complete a business combination with which you do not agree.
Our sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private warrants. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.
Our sponsor will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
Upon closing of this offering, our sponsor (assuming it does not purchase any units in this offering) will own approximately 24.9% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. This potential concentration of influence
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could be disadvantageous to other shareholders with interests different from those of our sponsor. In addition, the founder shares, all of which are held by our sponsor, will entitle the holders to appoint all of our directors prior to the consummation of our initial business combination. Holders of our public shares will have no right to vote on the appointment or removal of directors during such time. Further, prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares. As a result, you will not have any influence over the appointment or removal of directors prior to our initial business combination or any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.
If our sponsor purchases any units in this offering or if our sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were appointed by our sponsor, is and will be divided into three classes, each of which will generally serve for a term for three years with only one class of directors being appointed in each year. We may not hold an annual or extraordinary general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for appointment and our sponsor, because of its ownership position, will have considerable influence regarding the outcome. In addition, since only holders of our Class B ordinary shares will have the right to vote on directors prior to our initial business combination, our initial shareholders will continue to exert control at least until the completion of our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination.
We may not be able to complete an initial business combination because such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.
Our initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. Our sponsor is a limited liability company formed in Delaware and is not controlled by, nor does it have substantial ties with, a non-U.S. person. Nevertheless, investments that result in “control” of a U.S. business by a foreign person are always subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.”
If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect to such initial business combination or request the President of the United States to order us to divest all or a portion of the U.S. target business of our initial business combination that we acquired without first obtaining
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CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other SPACs which do not have any foreign ownership issues. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership.
The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required under our amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial business combination, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (which interest shall be less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders would miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, our warrants would be worthless.
As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
In recent years, the number of SPACs that have been formed has increased substantially. Many potential targets for SPACs have already entered into an initial business combination, and there are still many SPACs preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination.
In addition, because there are more SPACs seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.
Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.
The funds in our operating account and our trust account will initially be held in banks or other financial institutions and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest-bearing demand deposit account at a bank. Our cash held in these accounts may exceed any applicable Federal Deposit Insurance Corporation
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(“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, the value of the assets in our trust account could be impaired, which could have a material impact on our operating results, liquidity, financial condition and prospects. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. We cannot guarantee that the banks or other financial institutions that will hold our funds will not experience similar issues.
Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
The federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2026. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
Risks Relating to the Post-Business Combination Company
Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause
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us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.
We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
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We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.
To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.
The share price of the combined company may decline after our initial business combination below the initial value of the units sold in this offering.
Each unit in this offering, which has an offering price of $10.00, consists of one Class A ordinary share and one-third of one redeemable warrant. Of the proceeds we receive from this offering and from the sale of the private warrants described in this prospectus, $220,000,000, or $253,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be placed in our trust account. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in connection with the completion of our initial business combination, and potentially upon the occurrence of certain other events prior to our initial business combination. We expect that the pro rata redemption price in any redemption will be approximately $10.00 per public share, without taking into account any interest or other income earned on such funds (less any withdrawals from such interest or income for taxes paid), although the per shares redemption price may be less in certain circumstances. As a result, public shareholders who purchase units in this offering can anticipate receiving at least $10.00 per share (without taking into account interest or income earned on the amounts held in the trust account, less any withdrawals from such interest or income for taxes paid) at the time of redemption for each share that they choose to redeem.
After our initial business combination, however, there can be no assurance that shareholders would be able to sell their shares for $10.00 per share. The target business with which we consummate our initial business combination will likely be subject to many material risks. Since we have not yet identified a target, the exact nature of those risks is not clear at this time. However, if any of those risks materialize, or for other reasons, that target business may not perform as anticipated, and the share price of the combined company may decline as a result. Even if the financial performance of the target business is not less than anticipated, the share price of the combined company may decline anyway due to market conditions or other factors. In recent years, the share prices of many companies have fallen following a business combination. As a result, if you continue to hold our shares through our initial business combination without redeeming such shares, we cannot assure you that the sale price following our initial business combination will be greater than the initial value of the units sold in this offering.
Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and/or uncertain.
Although we will attempt to structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our initial business combination and subject to any requisite shareholder approval and applicable law, we may: structure our business combination in a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes; effect a business combination with a target company in another jurisdiction; reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located), or transfer by way of continuation. We
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do not intend to make any cash distributions to shareholders or warrant holders to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares or warrants received. In addition, shareholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.
In addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.
Risks Relating to Acquiring and Operating a Business in Foreign Countries
If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
If we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:
• costs and difficulties inherent in managing cross-border business operations;
• rules and regulations regarding currency redemption;
• complex corporate withholding taxes on individuals;
• laws governing the manner in which future business combinations may be effected;
• exchange listing and/or delisting requirements;
• tariffs and trade barriers;
• regulations related to customs and import/export matters;
• local or regional economic policies and market conditions;
• unexpected changes in regulatory requirements;
• challenges in managing and staffing international operations;
• longer payment cycles;
• tax issues, such as tax law changes and variations in tax laws as compared to the United States;
• currency fluctuations and exchange controls;
• rates of inflation;
• challenges in collecting accounts receivable;
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• cultural and language differences;
• employment regulations;
• underdeveloped or unpredictable legal or regulatory systems;
• corruption;
• protection of intellectual property;
• social unrest, crime, strikes, riots and civil disturbances;
• regime changes and political upheaval;
• terrorist attacks, natural disasters, widespread health emergencies and wars; and
• deterioration of political relations with the United States.
We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
We may reincorporate in, or transfer by way of continuation to, another jurisdiction, which may result in taxes imposed on shareholders or warrant holders.
We may, in connection with our initial business combination or otherwise and, to the extent applicable, subject to requisite shareholder approval by special resolution under the Companies Act (with respect to which only holders of Class B ordinary shares will be entitled to vote prior to our initial business combination), and requirements of the Cayman Islands’ Registrar of Companies, reincorporate in, or transfer by way of continuation to, the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of our Class A ordinary shares or warrants after the reincorporation, or transfer by way of continuation.
We may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.
In connection with our initial business combination, and subject to obtaining requisite shareholder approval under the Companies Act, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
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Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.
If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.
Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.
After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.
Risks Relating to our Management Team
We are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our ability to operate.
Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.
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The ownership interest of our sponsor may change, and our sponsor may divest its ownership interest in us before identifying a business combination, which could deprive us of key personnel and advisors.
Our sponsor is a limited liability company of which Justin Di Rezze is the managing member and holds voting and investment discretion with respect to the founder shares held of record by the sponsor, and all our officers and directors own individual economic interests in our sponsor. However, this may change as there is no contractual restriction on the sponsor or the managing members’ ability to share, sell or otherwise dispose of part or all of the interests in our sponsor or held by our sponsor. As a result, there is a risk that our sponsor (or the managing members) may divest its (or their or our officers’ and directors’) ownership or economic interests in us or in the sponsor before a business combination target is identified, which would likely result in the Company’s loss of certain key personnel, including Justin Di Rezze and Peter Ondishin. In addition, there can be no assurance that any replacement sponsor, key personnel or advisors would successfully identify a business combination target for us or, even if one is one so identified, successfully complete such business combination.
Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.
Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. Any such companies, businesses or investments may present
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additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’ other business affairs, please see “Management — Officers, Directors and Director Nominees.”
Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented.
Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our sponsor, its managing member, and our officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business. We do not have employment contracts with our officers and directors that will limit their ability to work at other businesses. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. Our sponsor, officers and directors have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue a business combination and the order in which they pursue business combinations for any of their existing or future blank check companies. In order to minimize potential conflicts of interest which may arise from multiple affiliations with SPACs, unless a business combination opportunity is expressly offered to us or to one of our directors or officers solely in his or her capacity as our director and/or officer and such opportunity is one we are permitted to undertake and would otherwise be reasonable for us to pursue, subject to their other legal obligations, we expect that our officers and directors who are also officers and/or directors of other SPACs will present suitable target businesses to us and the other applicable SPACs based on which SPAC went public first and taking into account any contractual restrictions applicable to each such SPAC and other reasonable considerations (including but not limited to the relative sizes of the SPACs and the amount in trust compared to the sizes of the targets, the need or desire for additional financings, the amount of time required to complete a business combination and the relevant experience of the directors and officers involved with a particular blank check company). As a result, our sponsor, officers and directors may pursue business combinations for blank check companies that it has sponsored in any order, which could result in its more recent blank check companies completing business combinations prior to its blank check companies that were launched earlier. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.
For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Management — Officers, Directors and Director Nominees,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”
Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target
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business that is affiliated with our sponsor or one or more of our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination.
The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. See the section titled “Description of Securities — Certain Differences in Corporate Law — Shareholder Suits” for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against them for such reason.
Members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.
During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. As a result of their involvement and positions in these companies, certain of those persons have been, may be or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Individual members of our management team and board of directors also may become involved in litigation, investigations or other proceedings involving claims or allegations related to or as a result of their personal conduct, either in their capacity as a corporate officer or director or otherwise, and may be personally named in such actions and potentially subject to personal liability. Any liability from such proceedings may or may not be covered by insurance and/or indemnification, depending on the facts and circumstances. The defense or prosecution of these matters could be time-consuming. Any litigation, investigations or other proceedings and the potential outcomes of such actions may divert the attention and resources of our management team and board of directors away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.
Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.
Members of our management team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result, members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities.
Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval.
Our letter agreement with our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for 185 days following the date of this prospectus will require the prior written consent of the underwriters). While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in
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exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.
Risks Relating to our Securities
You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We intend to apply to have our units listed on Nasdaq. We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. Following the date that the Class A ordinary shares and warrants are eligible to trade separately, we anticipate that the Class A ordinary shares and warrants will be separately listed on Nasdaq. We cannot guarantee that our securities will be approved for listing on Nasdaq. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market value of listed securities (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, unless we decide to list on a different Nasdaq tier such as the Nasdaq Capital Market which has different initial listing requirements, our share price would generally be required to be at least $4.00 per share and we would be required to have a minimum of 400 round lot holders of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.
If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
• a limited availability of market quotations for our securities;
• reduced liquidity for our securities;
• a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
• a limited amount of news and analyst coverage; and
• a decreased ability to issue additional securities or obtain additional financing in the future.
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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our Class A ordinary shares and warrants will be listed on Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
Our initial shareholders paid an aggregate of $25,000, or approximately $0.003 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares.
The difference between the public offering price per share (allocating all of the unit purchase price to the Class A ordinary share and none to the warrant included in the unit) and the pro forma net tangible book value per Class A ordinary shares after this offering constitutes the dilution to you and the other investors in this offering. Our initial shareholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and substantial dilution of approximately 97.10% (or $9.71 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share after this offering of $0.29 (assuming a maximum redemption scenario) and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.
The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.
We are offering our units at an offering price of $10.00 per unit and the amount in our trust account is initially anticipated to be $10.00 per public share, implying an initial value of $10.00 per public share. However, prior to this offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.003 per share. As a result, the value of your public shares may be significantly diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares.
The following table shows the public shareholders’ and our sponsor’s investment per share and how these compare to the implied value of one Class A ordinary share upon the completion of our initial business combination. The following table assumes that (i) our valuation is $213,400,000 (which is the amount we would have in the trust account for our initial business combination assuming the underwriters’ over-allotment option is not exercised and following payment of the deferred underwriting commissions), (ii) no interest is earned on the funds held in the trust account, (iii) no public shares are redeemed in connection with our initial business combination and (iv) all founder shares are held by our initial shareholders upon completion of our initial business combination, and does not take into account other potential impacts on our valuation at the time of the initial business combination, such as (i) the value of our
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public and private warrants, (ii) the trading price of our Class A ordinary shares, (iii) the initial business combination transaction costs (other than the payment of $6,600,000 of deferred underwriting commissions or $7,590,000 if the underwriters’ over-allotment option is exercised in full), (iv) any equity issued or cash paid to the target’s sellers, (v) any equity issued to other third party investors or (vi) the target’s business itself.
|
Public shares
|
|
|
22,000,000
|
|
Founder shares
|
|
|
7,333,333
|
|
Representative shares
|
|
|
165,000
|
|
Total shares (not including shares issuable upon exercise of private warrants and including representative shares)
|
|
|
29,498,333
|
|
Total funds in trust available for initial business combination(1)
|
|
$
|
213,400,000
|
|
Public shareholders’ investment per Class A ordinary share(2)
|
|
$
|
10.00
|
|
Sponsor’s investment per Class B ordinary share(3)
|
|
$
|
0.003
|
|
Initial implied value per public share(4)
|
|
$
|
10.00
|
|
Implied value per share upon consummation of initial business combination(5)
|
|
$
|
7.23
|
Based on these assumptions, each Class A ordinary share would have an implied value of $7.23 per share upon completion of our initial business combination, representing an approximately 27.7% decrease from the initial implied value of $10.00 per public share. While the implied value of $7.23 per Class A ordinary share upon completion of our initial business combination would represent a dilution to our public shareholders, this would represent a significant increase in value for our sponsor relative to the price it paid for each founder share. At $10.00 per Class A ordinary share, the 7,333,333 Class A ordinary shares that the sponsor would own upon completion of our initial business combination (after automatic conversion of the 7,333,333 founder shares) would have an aggregate implied value of $73,333,330. As a result, even if the trading price of our Class A ordinary share significantly declines, the value of the founder shares held by our sponsor will be significantly greater than the amount our sponsor paid to purchase such shares. In addition, our sponsor could potentially recoup its entire investment in our company even if the trading price of our Class A ordinary shares after the initial business combination is as low as $0.64 per share. As a result, our sponsor is likely to earn a substantial profit on its investment in us upon disposition of its Class A ordinary shares even if the trading price of our Class A ordinary shares declines after we complete our initial business combination. Our sponsor may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.
This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that public shareholders seek redemptions from the trust for their public shares. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.
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The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per public share.
Upon the closing of this offering and assuming no exercise of the over-allotment option, our sponsor will have invested in us an aggregate of $4,695,000 ($5,025,000 if the underwriters’ over-allotment option is exercised in full), comprised of the $25,000 purchase price for the founder shares and the $4,670,000 purchase price (or $5,000,000 if the underwriters’ over-allotment option is exercised in full) for the private warrants (or $1.00 per private warrant). Assuming a trading price of $10.00 per public share (the amount per share initially placed in trust) upon consummation of our initial business combination, the 7,333,333 founder shares (8,433,333 founder shares if the over-allotment is exercised in full) would have an aggregate implied value of $73,333,330 ($84,333,330 if the over-allotment is exercised in full). Even if the trading price of our ordinary shares were as low as $0.64 per share, assuming no exercise of the underwriters’ over-allotment option, the value of the founder shares would be equal to our sponsor’s aggregate initial investment in us (without ascribing value to the private warrants). As a result, our sponsor is likely to be able to make a substantial profit on its investment in us at a time when our public shares have lost significant value. Accordingly, members of our management team, who own interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.
The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational meetings with the representative of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the Class A ordinary shares and warrants underlying the units, include:
• the history and prospects of companies whose principal business is the acquisition of other companies;
• prior offerings of those companies;
• our prospects for acquiring an operating business at attractive values;
• a review of debt to equity ratios in leveraged transactions;
• our capital structure;
• an assessment of our management and their experience in identifying operating companies;
• general conditions of the securities markets at the time of this offering; and
• other factors as were deemed relevant.
Although these factors were considered, the determination of our offering size, price and terms of the Units is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results.
There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities. Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of geopolitical events like the conflicts in Ukraine, the Middle East and Southwest Asia, and economic impacts such as inflation or the COVID-19 pandemic. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
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Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.
We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.
The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.
Shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
We have been advised by Walkers (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.
After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.
It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.
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If our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof), it is possible a U.S. federal excise tax could be imposed on us in connection with any redemptions of our ordinary shares after or in connection with such initial business combination.
The Inflation Reduction Act of 2022, which, among other things, imposes a 1% U.S. federal excise tax on certain repurchases (including redemptions) of shares by publicly traded U.S. corporations after December 31, 2022 (the “Excise Tax”), subject to certain exceptions. If applicable, the amount of the Excise Tax is generally 1% of the aggregate fair market value of any shares repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new share issuances by the repurchasing corporation during the same taxable year. The Biden administration has proposed increasing the Excise Tax rate from 1% to 4%; however, it is unclear whether such a change will be enacted and, if enacted, how soon it could take effect.
As a Cayman Islands exempted company, the Excise Tax is currently not expected to apply to redemptions of our ordinary shares (absent any regulations or other additional guidance that may be issued in the future).
However, in connection with an initial business combination involving a company organized under the laws of a state of the United States, it is possible that we domesticate and continue as a corporation organized under the laws of a state of the United States prior to certain redemptions. Because we expect that, following such a domestication, our securities would continue to trade on a national securities exchange, in such a case, we could be subject to the Excise Tax with respect to any subsequent redemptions (including redemptions in connection with an extension vote or the initial business combination). Whether and to what extent we would be subject to the Excise Tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension vote or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of final regulations and other additional guidance from the U.S. Department of the Treasury. On June 28, 2024, the Treasury finalized certain of the proposed regulations (those relating to procedures for reporting and paying the excise tax). The remaining regulations (largely relating to the computation of the excise tax) remain in proposed form. The Treasury intends to finalize these proposed regulations at a later date and, until such time, taxpayers may continue to rely on the proposed regulations.
Any Excise Tax that becomes payable as a result of any redemptions of our ordinary shares (or other shares into which such ordinary shares may be converted) would be payable by us and not by the redeeming holder. However, we will not use the proceeds placed in the trust account, or the interest earned on the proceeds placed in the trust account, to pay for possible excise tax or any other fees or taxes that may be levied on the Company on any redemptions or share buybacks by the Company pursuant to any current, pending or further rules or laws, including without limitation any Excise Tax, prior to release of such funds from the trust account following our initial business combination. To the extent the Excise Tax is applicable, the amount of cash available to transfer to the target business in connection with our initial business combination may be reduced, which could result in our inability to meet conditions in the agreement relating to our initial business combination related to a minimum cash requirement, if any, or otherwise result in the shareholders of the combined company (including any of our shareholders who do not exercise their redemption rights in connection with the initial business combination) to economically bear the impact of the Excise Tax. Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets. Finally, subject to certain exceptions, the Excise Tax should not apply in the event of our complete liquidation.
Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
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Our amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.
Our amended and restated memorandum and articles of association provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former directors, officers or other employees to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and articles of association, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in our amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim.
Our amended and restated memorandum and articles of association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.
This choice of forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance.
An investment in this offering may result in uncertain U.S. federal income tax consequences.
An investment in this offering may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units we are issuing in this offering, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary share and the one-third of a warrant to purchase one Class A ordinary share included in each unit could be challenged by the U.S. Internal Revenue Service (“IRS”) or courts. In addition, the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we are issuing in this offering is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our Class A ordinary shares suspend the running of a U.S. Holder’s (as defined in section titled “Taxation — U.S. Federal Income Tax Considerations — U.S. Holders”) holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividend income” for U.S. federal income tax purposes. See the section titled “Taxation — U.S. Federal Income Tax Considerations” for a summary of the U.S. federal income tax considerations of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences applicable to their specific circumstances when acquiring, owning or disposing of our securities.
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Whether a redemption of Class A ordinary shares will be treated as a sale of such Class A ordinary shares for U.S. federal income tax purposes will depend on a shareholder’s specific facts.
The U.S. federal income tax treatment of a redemption of Class A ordinary shares will depend on whether the redemption qualifies as a sale of such Class A ordinary shares under Section 302(a) of the Internal Revenue Code of 1986, as amended (the “Code”), which will depend largely on the total number of our shares treated as held by the shareholder electing to redeem Class A ordinary shares (including any shares constructively owned by the holder as a result of owning warrants) relative to all of our shares outstanding both before and after the redemption. If such redemption is not treated as a sale of Class A ordinary shares for U.S. federal income tax purposes, the redemption will instead be treated as a corporate distribution of cash from us. For more information about the U.S. federal income tax treatment of the redemption of Class A ordinary shares, see the section entitled “Taxation — U.S. Federal Income Tax Considerations”.
We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants will be issued in registered form under a warrant agreement between Odyssey Transfer and Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, (ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. With respect to any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder, we note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of
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New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
If (i) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (iii) the Market Value of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Description of Securities — Warrants — Public Warrants — Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem outstanding warrants at any time prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing at least 30 days after completion of our initial business combination and ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are met. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the measurement period. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
We will be issuing public warrants to purchase 7,333,333 of our Class A ordinary shares (or up to 8,433,333 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 4,670,000 private warrants (5,000,000 private warrants if the underwriters’ over-allotment option is exercised in full), each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per Class A ordinary share. In addition, if the sponsor makes any working capital loans, it may convert those loans into up to an additional 1,500,000 private warrants, at the price of $1.00 per warrant. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such
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warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
Because each unit contains one-third of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other SPACs.
Each unit contains one-third of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a whole warrant to purchase one share.
Holders of Class A ordinary shares will not be entitled to vote on continuing the company in a jurisdiction outside of the Cayman Islands.
As holders of our Class A ordinary shares, our public shareholders will not have the right to vote on continuing the company in a jurisdiction outside of the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside of the Cayman Islands).
You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.
If the issuance of the Class A ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units.
We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.
If the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.
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In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.
If our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws.
In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws.
You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.
The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption.
If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of our Class A ordinary shares (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.
The grant of registration rights to our sponsor may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor and its permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private warrants and their permitted transferees can demand that we register the warrants or holders of securities that may be issued upon conversion of working capital loans and their permitted transferees may demand that we register such warrants or the Class A ordinary shares issuable upon exercise of the warrants and any other securities of the company acquired by them prior to the consummation of our initial business combination. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private warrants or holders of our working capital loans or their respective permitted transferees are registered.
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General Risk Factors
We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a blank check company incorporated on September 29, 2025 under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.
Past performance by our management team and its affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.
Information regarding our management team and its affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team and its affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team and its affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team or its affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.
Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.
We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Taxation — U.S. Federal Income Tax Considerations — U.S. Holders”) of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on the status of an acquired company pursuant to a business combination and whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned “Taxation — U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules”). Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. In addition, our U.S. counsel expresses no opinion with respect to our PFIC status for any taxable year.
Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that
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we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Taxation — U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules.”
We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30th before that time, in which case we would no longer be an emerging growth company as of the following December 31st. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
The market for directors and officers liability insurance for SPACs has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.
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The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.
In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
Recent increases in inflation in the United States and elsewhere could make it more difficult for us to complete our initial business combination.
Recent increases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business combination.
Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial business combination target or the performance or business prospects of a post-business combination company.
There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial business combination.
Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.
Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial business combination targets, or lead to material adverse effects on a post-business combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a business combination could change even after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical for us to terminate that business combination agreement. These factors could affect our selection of a business combination target.
We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete an initial business combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an initial business combination. If we complete an initial business combination with such a target, the post-business combination company’s operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post-business combination company to decline.
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Cautionary note regarding forward-looking statements
Some of the statements contained in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements in this prospectus may include, for example, statements about:
• our ability to select an appropriate target business or businesses;
• our ability to complete our initial business combination;
• our expectations around the performance of the prospective target business or businesses;
• our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
• our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
• our potential ability to obtain additional financing to complete our initial business combination;
• our pool of prospective target businesses;
• the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases) on our ability to consummate an initial business combination;
• the ability of our officers and directors to generate a number of potential business combination opportunities;
• our public securities’ potential liquidity and trading;
• the lack of a market for our securities;
• the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
• the trust account not being subject to claims of third parties; or
• our financial performance following this offering.
The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
In addition, statements that contain “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. Although we believe that this information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
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Use of proceeds
We are offering 22,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private warrants will be used as set forth in the following table.
|
|
|
Without
Over-allotment
Option
|
|
Over-allotment
Option
Exercised
|
|
Gross proceeds
|
|
|
|
|
|
|
|
|
|
Gross proceeds from units offered to public(1)
|
|
$
|
220,000,000
|
|
|
$
|
253,000,000
|
|
|
Gross proceeds from private warrants offered in the private placement
|
|
$
|
4,670,000
|
|
|
$
|
5,000,000
|
|
|
Total gross proceeds
|
|
$
|
224,670,000
|
|
|
$
|
258,000,000
|
|
| |
|
|
|
|
|
|
|
|
|
Offering expenses(2)
|
|
|
|
|
|
|
|
|
|
Underwriting commissions (0.75% of gross proceeds from units offered to public)(3)
|
|
$
|
1,650,000
|
|
|
$
|
1,897,500
|
|
|
Legal fees and expenses
|
|
|
250,000
|
|
|
|
250,000
|
|
|
Printing and engraving expenses
|
|
|
40,000
|
|
|
|
40,000
|
|
|
Trustee fees and expenses
|
|
|
40,000
|
|
|
|
40,000
|
|
|
Accounting fees and expenses
|
|
|
50,000
|
|
|
|
50,000
|
|
|
SEC/FINRA expenses
|
|
|
106,579
|
|
|
|
106,579
|
|
|
Nasdaq listing fees
|
|
|
80,000
|
|
|
|
80,000
|
|
|
Miscellaneous
|
|
|
33,421
|
|
|
|
115,921
|
|
|
Total offering expenses (other than underwriting commissions)
|
|
$
|
600,000
|
|
|
$
|
682,500
|
|
|
Proceeds after offering expenses
|
|
$
|
222,420,000
|
|
|
$
|
255,420,000
|
|
|
Held in trust account
|
|
$
|
220,000,000
|
|
|
$
|
253,000,000
|
|
|
% of public offering size
|
|
|
100
|
%
|
|
|
100
|
%
|
|
Not held in trust account(3)
|
|
$
|
2,420,000
|
|
|
$
|
2,420,000
|
|
The following table shows the use of the approximately $2,420,000 of net proceeds not held in the trust account(4)
|
|
|
Amount
|
|
% of
Total
|
|
Accounting, due diligence, travel, and other expenses in connection with any business combination
|
|
$
|
350,000
|
|
14.5
|
%
|
|
Legal and accounting fees related to regulatory reporting obligations
|
|
|
150,000
|
|
6.2
|
%
|
|
Nasdaq and other regulatory fees
|
|
|
85,000
|
|
3.5
|
%
|
|
Reimbursement for office space and administrative support for 24 months
|
|
|
600,000
|
|
24.8
|
%
|
|
Directors’ and officers’ liability insurance
|
|
|
270,000
|
|
11.2
|
%
|
|
Working capital to cover miscellaneous
|
|
|
965,000
|
|
39.9
|
%
|
|
Total
|
|
$
|
2,420,000
|
|
100
|
%
|
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Table of Contents
Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private warrants be deposited in a trust account. Of the $224,670,000 in gross proceeds we receive from this offering and the sale of the private warrants described in this prospectus, or $258,000,000 if the underwriters’ over-allotment option is exercised in full, $220,000,000 ($10.00 per unit), or $253,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account in the United States with Odyssey Transfer and Trust Company acting as trustee, after deducting $1,650,000 (or up to $1,897,500 if the underwriters’ over-allotment option is exercised in full) in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $3,020,000 (or $3,102,500 if the over-allotment option is exercised in full) to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Further, we have agreed to reimburse the underwriters for all actual and reasonable expenses incurred in connection with the offering, up to an amount equal to $100,000 at the closing of this offering (which amount is payable regardless of whether or not this offering closes). This reimbursement will have the effect of increasing the proceeds available to us outside of the trust account. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. We expect that the interest earned on the trust account will be sufficient to pay taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest with respect to permitted withdrawals and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, subject to applicable law.
The net proceeds released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination as well as paying our expenses, including the deferred underwriting commissions owed to Clear Street upon consummation of our initial business combination, as described under the section titled “Underwriting”. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering. However, our amended and restated memorandum and articles of association provides that, following this offering and
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prior to the consummation of our initial business combination, except in connection with the conversion of Class B ordinary shares into Class A ordinary shares where the holders of such shares have waived any rights to receive funds from the trust account, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with public shares on any initial business combination.
We believe that amounts not held in trust, including the $100,000 that we have agreed to reimburse the underwriters for all actual and reasonable expenses incurred in connection with the offering, will be sufficient to pay the costs and expenses to which such proceeds are allocated that are payable prior to the closing of our initial business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination that are payable is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor, members of our management team or any of their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.
We will reimburse our sponsor or an affiliate thereof in an amount equal to $25,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlier of the date on which the closing of this offering occurs or the date on which we determine not to conduct an initial public offering. The loan will be repaid upon the closing of this offering out of the $600,000 (or $682,500 if the over-allotment option is exercised in full) of offering proceeds that has been allocated to the payment of offering expenses.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use amounts held outside the trust account or funds released to us as permitted withdrawals to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into private warrants of the post business combination entity at a price of $1.00 per warrant at the option of the applicable lender. Such warrants would be identical to the private warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We have until the date that is 24 months (or 27 months, as applicable) from the closing of this offering (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or 27-month period, as applicable), we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon and not previously released to us for permitted withdrawals, divided by the number of then issued and outstanding public shares, subject to applicable law.
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Dividend policy
We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. A Cayman Islands company may pay a dividend on its shares out of either profit, retained earnings and/or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business. Subject to applicable law, the payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any other share dividends in the foreseeable future, except if we increase the size of this offering, in which case we will effect a share dividend or other appropriate mechanism immediately prior to the consummation of this offering in an amount necessary to maintain the number of founder shares at approximately 24.9% of our issued and outstanding ordinary shares upon the consummation of this offering. Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
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Dilution
The difference between the public offering price per unit and the net tangible book value (NTBV) per Class A ordinary share after this offering constitutes the dilution to investors in this offering. NTBV per share is determined by dividing our NTBV, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares that may be redeemed for cash), by the number of issued and outstanding Class A ordinary shares. See the section “Dilution.”
The below calculations (A) assume that (i) no ordinary shares are issued to shareholders of a potential business combination target as consideration or issuable by a post-business combination company, for instance under an equity or employee share purchase plan, (ii) no ordinary shares and convertible equity or debt securities are issued in connection with additional financing that we may seek in connection with an initial business combination, (iii) no working capital loans are converted into units, as further described in this prospectus and (iv) no value is attributed to the warrants (however, we may need to issue ordinary shares or convertible equity or debt securities in the circumstances described above, as we intend to target an initial business combination with a target company whose enterprise value is greater than the net proceeds of the offering and the sale of private warrants), and (B) assume the issuance of 22,000,000 Class A ordinary shares (or 25,300,000 Class A ordinary shares if the over-allotment option is exercised in full) and 8,433,333 founder shares (up to 1,100,000 of which are assumed to be forfeited in the scenario in which the over-allotment option is not exercised in full). Such calculations do not reflect any dilution associated with the exercise of warrants as the warrants are accounted for as equity and are only exercisable following the consummation of our initial business combination. The exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. Further, the issuance of additional ordinary or preference shares may significantly dilute the equity interest of public shareholders, which dilution would even further increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares.
The following table illustrates the difference between the public offering price per unit and our NTBV per share, as adjusted to give effect to this offering and assuming redemption of our public shares at varying levels and the full exercise and no exercise of the over-allotment option:
| October 24, 2025 |
| Offering
Price of
$10.00 | | 25% of Maximum
Redemption | | 50% of Maximum
Redemption | | 75% of Maximum
Redemption | | 100% of Maximum
Redemption |
| NTBV | | NTBV | | Difference
between
NTBV and
Offering
Price | | NTBV | | Difference
between
NTBV and
Offering
Price | | NTBV | | Difference
between
NTBV and
Offering
Price | | NTBV | | Difference
between
NTBV and
Offering
Price |
| | Assuming Full Exercise of Over-Allotment Option |
| $ | 7.31 | | $ | 6.76 | | $ | 3.24 | | $ | 5.88 | | $ | 4.12 | | $ | 4.27 | | $ | 5.73 | | $ | 0.28 | | $ | 9.72 |
| | Assuming No Full Exercise of Over-Allotment Option |
| $ | 7.31 | | $ | 6.76 | | $ | 3.24 | | $ | 5.89 | | $ | 4.11 | | $ | 4.27 | | $ | 5.73 | | $ | 0.29 | | $ | 9.71 |
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For each of the redemption scenarios above, the NTBV was calculated as follows:
| | | October 24, 2025 |
| 0%
Redemption | | 25% of Maximum
Redemption | | 50% of Maximum
Redemption | | 75% of
Maximum Redemption | | 100% of
Maximum Redemption |
| No
Over-
allotment | | Full
Over-
allotment | | No
Over-
allotment | | Full
Over-
allotment | | No
Over-
allotment | | Full
Over-
allotment | | No
Over-
allotment | | Full
Over-
allotment | | No
Over-
allotment | | Full
Over-
allotment |
| Public offering price | | 10.00 | | | 10.00 | | | 10.00 | | | 10.00 | | | 10.00 | | | 10.00 | | | 10.00 | | | 10.00 | | | 10.00 | | | 10.00 | |
| Net tangible book value deficit before this offering | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Increase attributable to public shareholders | | 7.31 | | | 7.31 | | | 6.76 | | | 6.76 | | | 5.89 | | | 5.88 | | | 4.27 | | | 4.27 | | | 0.29 | | | 0.28 | |
| Pro forma net tangible book value after this offering | | 7.31 | | | 7.31 | | | 6.76 | | | 6.76 | | | 5.89 | | | 5.88 | | | 4.27 | | | 4.27 | | | 0.29 | | | 0.28 | |
| Dilution to public shareholders | | 2.69 | | | 2.69 | | | 3.24 | | | 3.24 | | | 4.11 | | | 4.12 | | | 5.73 | | | 5.73 | | | 9.71 | | | 9.72 | |
| % Dilution to public shareholders | | 26.90 | % | | 26.90 | % | | 32.40 | % | | 32.40 | % | | 41.10 | % | | 41.20 | % | | 57.30 | % | | 57.30 | % | | 97.10 | % | | 97.20 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net tangible book value | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net tangible book value deficit before this offering | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) | | (25,141 | ) |
| Net proceeds from this offering and the sale of private warrants | | 222,420,000 | | | 255,420,000 | | | 222,420,000 | | | 255,420,000 | | | 222,420,000 | | | 255,420,000 | | | 222,420,000 | | | 255,420,000 | | | 222,420,000 | | | 255,420,000 | |
| Plus: Offering costs accrued for and paid in advance, excluded from tangible book value | | 32,317 | | | 32,317 | | | 32,317 | | | 32,317 | | | 32,317 | | | 32,317 | | | 32,317 | | | 32,317 | | | 32,317 | | | 32,317 | |
| Less: Over-allotment liability | | (242,600 | ) | | — | | | (242,600 | ) | | — | | | (242,600 | ) | | — | | | (242,600 | ) | | — | | | (242,600 | ) | | — | |
| Less: Deferred underwriting fees | | (6,600,000 | ) | | (7,590,000 | ) | | (4,950,000 | ) | | (5,692,500 | ) | | (3,300,000 | ) | | (3,795,000 | ) | | (1,650,000 | ) | | (1,897,500 | ) | | — | | | — | |
| Less: Redemptions | | — | | | — | | | (55,000,000 | ) | | (63,250,000 | ) | | (110,000,000 | ) | | (126,500,000 | ) | | (165,000,000 | ) | | (189,750,000 | ) | | (220,000,000 | ) | | (253,000,000 | ) |
| Total | | 215,584,576 | | | 247,837,176 | | | 162,234,576 | | | 186,484,676 | | | 108,884,576 | | | 125,132,176 | | | 55,534,576 | | | 63,779,676 | | | 2,184,576 | | | 2,427,176 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Ordinary shares outstanding prior to this offering | | 8,433,333 | | | 8,433,333 | | | 8,433,333 | | | 8,433,333 | | | 8,433,333 | | | 8,433,333 | | | 8,433,333 | | | 8,433,333 | | | 8,433,333 | | | 8,433,333 | |
| Ordinary shares forfeited if over-allotment is not exercised | | (1,100,000 | ) | | — | | | (1,100,000 | ) | | — | | | (1,100,000 | ) | | — | | | (1,100,000 | ) | | — | | | (1,100,000 | ) | | — | |
| Ordinary shares offered | | 22,000,000 | | | 25,300,000 | | | 22,000,000 | | | 25,300,000 | | | 22,000,000 | | | 25,300,000 | | | 22,000,000 | | | 25,300,000 | | | 22,000,000 | | | 25,300,000 | |
| Less: Ordinary shares redeemed | | — | | | — | | | (5,500,000 | ) | | (6,325,000 | ) | | (11,000,000 | ) | | (12,650,000 | ) | | (16,500,000 | ) | | (18,975,000 | ) | | (22,000,000 | ) | | (25,300,000 | ) |
| Representative Shares | | 165,000 | | | 189,750 | | | 165,000 | | | 189,750 | | | 165,000 | | | 189,750 | | | 165,000 | | | 189,750 | | | 165,000 | | | 189,750 | |
| Total | | 29,498,333 | | | 33,923,083 | | | 23,998,333 | | | 27,598,083 | | | 18,498,333 | | | 21,273,083 | | | 12,998,333 | | | 14,948,083 | | | 7,498,333 | | | 8,623,083 | |
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Capitalization
The following table sets forth our capitalization at October 24, 2025, and as adjusted to give effect to the filing of our amended and restated memorandum and articles of association, the sale of our units in this offering and the sale of the private warrants and the application of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriters of their over-allotment option:
|
|
|
October 24, 2025
|
|
Actual
|
|
As Adjusted(1)
|
|
Notes payable to related party(2)
|
|
12,420
|
|
|
—
|
|
|
Over-allotment liability
|
|
—
|
|
|
242,600
|
|
|
Deferred underwriting fees
|
|
—
|
|
|
6,600,000
|
|
|
Class A ordinary shares, subject to redemption, 0 and 22,000,000 shares which are subject to possible redemption, actual and as adjusted, respectively(3)
|
|
—
|
|
|
220,000,000
|
|
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
|
—
|
|
|
—
|
|
|
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized; 0 and 165,000 shares, respectively issued and outstanding actual and as adjusted
|
|
—
|
|
|
17
|
|
|
Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized, 8,433,333 and 7,333,333 shares issued and outstanding, actual and as adjusted, respectively(4)
|
|
843
|
|
|
733
|
|
|
Additional paid-in capital
|
|
24,157
|
|
|
—
|
|
|
Accumulated deficit
|
|
(17,824
|
)
|
|
(4,416,174
|
)
|
|
Total shareholders’ equity (deficit)
|
|
7,176
|
|
|
(4,415,424
|
)
|
|
Total capitalization
|
|
19,596
|
|
|
222,427,176
|
|
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Management’s discussion and analysis of
financial condition and results of operations
Overview
We are a blank check company incorporated on September 29, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.
The issuance of additional shares in connection with a business combination to the owners of the target or other investors:
• may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
• may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
• could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
• may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
• may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.
Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
• default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
• acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
• our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
• our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;
• limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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As indicated in the accompanying financial statements, at October 24, 2025, we had no cash and deferred offering costs of $32,317. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
Liquidity and Capital Resources
Our liquidity needs have been satisfied prior to the completion of this offering through $25,000 paid by the sponsor to cover certain of our offering and formation costs in exchange for the issuance of the founder shares to our sponsor and $300,000 in loans from our sponsor.
We estimate that the net proceeds from the sale of the units in this offering and the sale of the private warrants for an aggregate purchase price of $4,670,000 ($5,000,000 if the underwriters’ over-allotment option is exercised in full), after deducting offering expenses of approximately $600,000 (or $682,500 if the over-allotment option is exercised in full) and underwriting commissions of $1,650,000 ($1,897,500 if the underwriters’ over-allotment option is exercised in full) (excluding deferred underwriting commissions of $6,600,000, or $7,590,000 if the underwriters’ over-allotment option is exercised in full), will be $222,420,000 (or $255,420,000 if the underwriters’ over-allotment option is exercised in full). $220,000,000 (or $253,000,000 if the underwriters’ over-allotment option is exercised in full) will be held in the trust account. Further, we have agreed to reimburse the underwriters for all actual and reasonable expenses incurred in connection with the offering, up to an amount equal to $100,000 at the closing of this offering, which amount is payable regardless of whether or not this offering closes. This reimbursement will have the effect of increasing the proceeds available to us outside of the trust account. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. The remaining approximately $2,420,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $600,000 (or $682,500 if the over-allotment option is exercised in full), we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $600,000 (or $682,500 if the over-allotment option is exercised in full), the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting commissions), in connection with our business combination or to provide funds to the post-business combination company. We may withdraw interest for permitted withdrawals. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
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Prior to the completion of our initial business combination, we will have available to us the approximately $2,420,000 of proceeds held outside the trust account plus permitted withdrawals (assuming our offering expenses are as expected). We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use amounts held outside the trust account or funds released to us as permitted withdrawals to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private warrants of the post business combination entity at a price of $1.00 per warrant at the option of the applicable lender. Such warrants would be identical to the private warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We expect our primary liquidity requirements during that period to include approximately $350,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $150,000 for legal and accounting fees related to regulatory reporting requirements; $85,000 for Nasdaq and other regulatory fees; $600,000 for office space and administrative services; approximately $270,000 for directors’ and officers’ liability insurance; and approximately $965,000 for general working capital that will be used for miscellaneous expenses and reserves.
These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance
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of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Controls and Procedures
We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2026. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
Prior to the closing of this offering, we have not completed an assessment, nor has our independent registered public accounting firm tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:
• staffing for financial, accounting and external reporting areas, including segregation of duties;
• reconciliation of accounts;
• proper recording of expenses and liabilities in the period to which they relate;
• evidence of internal review and approval of accounting transactions;
• documentation of processes, assumptions and conclusions underlying significant estimates; and
• documentation of accounting policies and procedures.
Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal controls is complete, we will retain our independent registered public accounting firm to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.
Quantitative and Qualitative Disclosures about Market Risk
The net proceeds of this offering and the sale of the private warrants held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our
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potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Related Party Transactions
On October 14, 2025, our sponsor purchased, and the Company issued to the sponsor, 8,433,333 Class B ordinary shares for an aggregate purchase price of $25,000 (up to 1,100,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised). The sponsor purchased the founder shares for $0.003 per share.
In connection with this offering, Clear Street will be issued an aggregate 165,000 (or 189,750 if the underwriters’ over-allotment option is exercised in full) representative shares. The holders of the representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination, (ii) to waive their redemption rights with respect to such shares, and (iii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering.
The number of founder shares issued and outstanding was determined based on the expectation that the total size of this offering would be a maximum of 25,300,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent approximately 24.9% of the outstanding shares after this offering. Up to 1,100,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. If we increase or decrease the size of the offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at approximately 24.9% of our issued and outstanding ordinary shares upon the consummation of this offering.
Our sponsor, Praetorian Sponsor LLC has committed to purchase an aggregate of 4,670,000 private warrants (or 5,000,000 private warrants if the over-allotment option is exercised in full) each whole warrant exercisable to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $4,670,000 (or $5,000,000 if the over-allotment option is exercised in full). The private warrants will also be worthless if we do not complete our initial business combination. The private warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private warrants (and the component securities, as well as any securities underlying those component securities) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (ii) will be entitled to registration rights.
Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.
Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.
We will reimburse our sponsor or an affiliate thereof in an amount equal to $25,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
Prior to the closing of this offering, our sponsor may loan us funds in an aggregate amount of up to $300,000 to be used for a portion of the expenses of this offering. These loans would be non-interest bearing, unsecured and are due at the earlier of the date on which the closing of this offering occurs or the date on which we determine not to conduct an initial public offering. As of October 24, 2025, we had borrowed $12,420 under the promissory note with our sponsor.
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In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the trust account or funds released to us as permitted withdrawals to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private warrants of the post business combination entity at a price of $1.00 per warrant at the option of the applicable lender. Such warrants would be identical to the private warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account.
After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
We have entered into a registration rights agreement with respect to the founder shares and private warrants, which is described under the heading “Principal Shareholders — Registration Rights.”
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of October 24, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an “emerging growth company,” whichever is earlier.
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Proposed business
We are a blank check company incorporated on September 29, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
Although we currently intend to focus on target businesses in traditional sectors that can be transformed through the application of automation and artificial intelligence, we may pursue an acquisition opportunity in any business, industry, sector or geographical location. We intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business. We will seek to acquire established businesses of scale that we believe are poised for continued growth with capable management teams and proven unit economics, but potentially in need of financial, operational, strategic or managerial enhancement to maximize value.
We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Our team has broad sector knowledge though their collective involvement across a variety of industries, as well as extensive global capital markets experience, with local and cross-border capabilities allowing access to different sectors of the capital markets.
Our Management Team
Our management team is led by Justin Di Rezze, our Chief Executive Officer, and Peter Ondishin, our Chief Financial Officer.
Justin Di Rezze, 38, has served as our Chief Executive Officer and as a director of our Company since our incorporation on September 29, 2025 and is the managing member of our sponsor, Praetorian Sponsor LLC. Dr. Di Rezze is the founder and former Chief Executive Officer of Theoria Medical, a national physician services and healthcare technology organization operating across skilled nursing facilities, assisted living centers, and telehealth networks that is one of the largest providers of post-acute care in the United States. From May 2019 to August 2025, Dr. Di Rezze achieved significant growth in revenue and increased provider footprint and quality outcomes through his extensive experience in healthcare operations, financial oversight, and corporate governance. His background combines clinical training with deep strategic and operational expertise across both healthcare delivery and technology innovation. Dr. Di Rezze holds a Bachelor of Arts from the University of Detroit Mercy and a Doctor of Medicine from Wayne State University School of Medicine. We believe Dr. Di Rezze is well qualified to serve as Chief Executive Officer and as a member of our board of directors due to his proven record of building scalable healthcare enterprises, his leadership in implementing robust governance frameworks, and his comprehensive understanding of healthcare, finance, and technology convergence.
Peter Ondishin, 38, has served as the Chief Financial Officer since November 2025 and is expected to serve as a director of our Company. He has also served as chief financial officer of Inflection Point Acquisition Corp. III, a special purpose acquisition company, since November 2024. Mr. Ondishin served as chief financial officer of Inflection Point Acquisition Corp. II, a special purpose acquisition company, from March 2023 to March 2025, and he was previously an employee of Inflection Point Acquisition Corp., a special purpose acquisition company. Mr. Ondishin has been the chief financial officer of The Venture Collective since June 2023. He was previously the chief financial officer of Kingstown Capital Management from August 2020 to December 2023 and the Controller of Kingstown from April 2019 to August 2020. Mr. Ondishin was the Assistant Controller for Atlantic Investment Management from January 2016 to March 2019. Before that, Mr. Ondishin worked as an accountant for Fir Tree Partners from January 2014 to January 2016. Mr. Ondishin began his career in assurance at PwC. Mr. Ondishin holds a B.A. and an M.B.A. from Rutgers University, and he is also a Certified Public Accountant. We believe Mr. Ondishin is well qualified to serve as a member of our board of directors due to his extensive management, financial, and SPAC experience.
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Our Board of Directors
Our Board of Directors will include five (5) members upon the commencement of trading of the units on Nasdaq. The board will be led by our Chairman, Justin Di Rezze, and will consist of industry leaders and experienced investors. Each brings diversity of experience, perspective and industry contacts that when combined create a distinguished Board of Directors. In addition to Dr. Di Rezze and Mr. Ondishin, our Board of Directors will be comprised of:
Erica Dorfman, 36, is expected to serve as a director of our Company. Ms. Dorfman currently serves as the Senior Vice President of Global Financial Products for Brex Inc., a financial management platform, since 2019. Prior to her time at Brex Inc., Ms. Dorfman served as the president of Brex Cash from 2019 to 2022. Additionally, Ms. Dorfman served as a member of the board of directors of Inflection Point Acquisition Corp. II, a special purpose acquisition company from May 2023 to March 2025. Ms. Dorfman earned a Bachelor of Arts from Columbia University. We believe Ms. Dorfman is well qualified to serve as a member of our board of directors due to her extensive finance, board governance, and leadership experience.
Alex Elias, 38, is expected to serve as a director of our Company. Since 2011, Mr. Elias has served as the founder and Chief Executive Officer of Qloo Inc., an artificial intelligence (“AI”) software company focused on developing and licensing privacy-centric application programming interfaces (“APIs”) across a wide range of industries. Through his role as Chief Executive Officer, Mr. Elias has gained extensive experience in risk assessment, data governance, and compliance frameworks. Mr. Elias earned a Bachelor of Arts degree in Economics from the University of Southern California and a Juris Doctor from the NYU School of Law. We believe Mr. Elias is well qualified to serve as a member of our board of directors due to his extensive AI, board governance, and leadership experience.
Nicole Seligman, 69, is expected to serve as a director of our Company. Ms. Seligman is a globally recognized corporate leader and a lawyer. Ms. Seligman currently serves as a member of the board of directors of Intuitive Machines, Inc., a space technology, infrastructure, and services company since 2023, and MeiraGTx Holdings PLC, a clinical-stage gene therapy company since 2019. In addition, she serves on the board of directors of OpenAI, a non-profit organization with a mission to ensure that artificial general intelligence benefits all of humanity, since 2024, as well as on the board of directors of OpenAI Group PBC, which is a for profit public benefit corporation controlled by OpenAI, since 2025. She also serves on the board of directors of several additional organizations, including as Co-Chair of the Board of Trustees of the Schwarzman Animal Medical Center (New York), the world’s largest non-profit animal hospital, and Chair of the Board of The Doe Fund, a NYC nonprofit that transitions homeless and formerly incarcerated individuals to independent lives among other non-profit organizations. Ms. Seligman served as a member of the board of directors of Paramount Global (formerly known as Viacom Inc. and subsequently ViacomCBS Inc.) from 2016 to 2024. She also served on the board of Far Peak Acquisition Corporation from 2021 to 2023 and WPP PLC from 2014 to 2023. Ms. Seligman held various senior executive roles at Sony Corporation from 2001 to 2016, including serving as Executive Vice President and Global General Counsel of Sony Corporation from 2005 to 2014 and as President of Sony Entertainment, Inc., from 2014 to 2016. Prior to joining Sony, Ms. Seligman was a partner in the litigation practice at Williams & Connolly LLP working on complex civil and criminal matters including for President Bill Clinton and Hillary Clinton. Ms. Seligman holds a B.A. magna cum laude from Harvard College and a J.D. magna cum laude from Harvard Law School, where she won the Sears Prize. She clerked for Justice Thurgood Marshall on the U.S. Supreme Court (1984-85) and for Judge Harry T. Edwards on the U.S. Court of Appeals for the D.C. Circuit (1983-84). We believe Ms. Seligman is well qualified to serve as a member of our board of directors due to her extensive legal, board governance, and leadership experience.
With respect to the above, past performance of our management team or any of their respective affiliates is not a guarantee of (i) success with respect to a business combination that may be consummated, (ii) the ability to successfully identify and execute a transaction or (iii) the ability to assess the risk of potential transactions. You should not rely on the historical performance record of our management team or their affiliates as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under “Management — Conflicts of Interest.”
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Sponsor Information
Our sponsor is a Delaware limited liability company, which was recently formed in September 2025 to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Justin Di Rezze is the managing member of our sponsor, Praetorian Sponsor LLC, and holds voting and investment discretion with respect to the securities held by the sponsor. As of the date of this prospectus, other than Justin Di Rezze, no other person has a direct or indirect material interest in our sponsor. Our Chief Executive Officer, Dr. Di Rezze, will receive an indirect interest in 3,883,345 founder shares through membership interests in our sponsor, and our Chief Financial Officer, Peter Ondishin, will receive an indirect interest in 186,398 founder shares through membership interests in our sponsor. In addition, our independent directors will receive for their services as a director an indirect interest in the founder shares through membership interests in our sponsor. Nicole Seligman will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor, Erica Dorfman will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor, and Alex Elias will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor. Additionally, certain third-party investors will hold membership interests in our sponsor. Other than members of our management team who are members of our sponsor, none of the other members of our sponsor will participate in our company’s activities.
The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:
| Entity/Individual | | Amount of Compensation to be Received
or Securities Issued or to be Issued | | Consideration Paid or to be Paid |
| Praetorian Sponsor LLC | | $25,000 per month | | Office space, utilities and secretarial and administrative support |
| | | 8,433,333 Class B ordinary shares(1) | | $25,000 |
| | | 4,670,000 private warrants to be purchased simultaneously with the closing of this offering (or 5,000,000 private warrants if the over-allotment option is exercised in full) private warrants | | $4,670,000 (or $5,000,000 if the over-allotment option is exercised in full) |
| | | Up to $300,000 in loans | | Repayment of loans made to us to cover offering related and organizational expenses |
| | | Up to $1,500,000 in working capital loans, which loans may be convertible into private warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender | | Working capital loans to finance transaction costs in connection with an initial business combination |
| | | Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination | | Services in connection with identifying, investigating and completing an initial business combination |
| Holders of Class B ordinary shares | | Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio | | Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion |
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Entity/Individual
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Amount of Compensation to be Received
or Securities Issued or to be Issued
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Consideration Paid or to be Paid
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Praetorian Sponsor LLC, our officers, directors, advisors, or our or their affiliates
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Finder’s fees, advisory fees, consulting fees or success fees(2)
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Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account
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Praetorian Sponsor LLC, or its affiliates
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Salary or fee in an amount that constitutes a market standard for comparable transactions(3)
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Any services provided as an advisor or otherwise in connection with our initial business combination and certain other transactions
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Because our sponsor acquired the founder shares at a nominal price ($0.003 per share), our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Additionally, our public shareholders may experience dilution from the exercise of the 4,670,000 private warrants (5,000,000 private warrants if the underwriters’ over-allotment option is exercised in full) that compose part of the private warrants to be purchased by our sponsor simultaneously with the closing of this offering as well as conversion of any working capital loans into warrants, if elected by the sponsor or by another person or entity who made such working capital loans. The exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. See the sections titled “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline” and “Dilution.”
The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, approximately 24.9% of sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.
If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution. This dilution would increase to the extent that the anti-dilution provision of the founder shares result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition, the cashless exercise of the private warrants would further increase the dilution to our public shareholders.
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Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private warrants, as summarized in the table below.
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Subject Securities
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Expiration Date
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Natural Persons and
Entities Subject to
Restrictions
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Exceptions to Transfer
Restrictions
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Founder Shares
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The earlier of (A) six months after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
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Praetorian Sponsor LLC
Justin Di Rezze
Peter Ondishin
Erica Dorfman
Alex Elias
Nicole Seligman
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Transfers permitted (a) to our officers, directors, advisors or consultants, any affiliate or family member of any of our officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) pro rata distributions from our sponsor to its respective members, partners or shareholders pursuant to our sponsor’s liability company agreement or other charter documents; (g) by virtue of the laws of the State of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we
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Subject Securities
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Expiration Date
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Natural Persons and
Entities Subject to
Restrictions
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Exceptions to Transfer
Restrictions
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complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.
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Private warrants)
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30 days after the completion of our initial business combination
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Praetorian Sponsor LLC
Justin Di Rezze
Peter Ondishin
Erica Dorfman
Alex Elias
Nicole Seligman
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Same as above.
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Any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants
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180 days
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Praetorian Sponsor LLC
Justin Di Rezze
Peter Ondishin
Erica Dorfman
Alex Elias
Nicole Seligman
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The 180 day lock-up period is pursuant to the underwriting agreement and can be waived with the prior written consent of Clear Street. See “Underwriting — Lock-up.”
Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private warrants pursuant to the letter agreement described in the immediately preceding paragraphs.
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Up to 1,100,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private warrants or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities.
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Competitive Strengths
Alternative Path to Becoming Public
We believe our structure will make us an attractive business combination partner to prospective target businesses that desire to become a publicly listed company. A merger with us will offer a target business an alternative process to a public listing rather than the traditional initial public offering process. We believe that target businesses may favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the traditional initial public offering. Furthermore, once a proposed business combination is approved by our shareholders and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders’ interests than it would as a private company. A public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management. With public company corporate governance standards, a target business may become attractive to the public investors.
Strong and Stable Financial Position with Flexibility.
With funds available for a business combination initially in the amount of $213,400,000 after payment of $6,600,000 of deferred underwriting commissions (or $245,410,000 assuming no redemptions and after payment of $7,590,000 of deferred underwriting commissions if the underwriters’ over-allotment option is exercised in full), we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, since we have no specific business combination under consideration, we have not taken any steps to secure third party financing and there can be no assurance that it will be available to us.
Prior SPAC Experience
Below are the SPAC business combinations in which members of officers and directors have participated, along with certain other information:
• IPAX (Inflection Point Acquisition Corp.), LUNR (Intuitive Machines, Inc.). IPAX completed its initial public offering in September 2021, in which it sold 32,975,000 units, each consisting of one Class A ordinary share of IPAX and one-half of one warrant to purchase one Class A ordinary share of IPAX, for an offering price of $10.00 per unit, generating aggregate proceeds of $329,600,000. On September 16, 2022, IPAX announced its business combination with Intuitive Machines, Inc. (“LUNR”), a diversified space exploration, infrastructure, and services company with marquee contracts supporting NASA’s $93 billion Artemis program. Prior to the extraordinary general meeting of IPAX shareholders to approve the business combination with LUNR, holders of 27,481,818 of IPAX Class A ordinary shares, or 83.34% of the outstanding IPAX Class A ordinary shares and 89.37% of the outstanding IPAX Class A ordinary shares not held by affiliates of IPAX, exercised their right to redeem those shares for cash at a price of approximately $10.1843 per share, for an aggregate of $279,884,313.81. The transaction with LUNR closed on February 13, 2023, and began trading on Nasdaq on February 14, 2023 under the ticker “LUNR.” On January 15, 2026, the closing price of shares of the Class A common stock of LUNR was $19.50 per share. Peter Ondishin previously served as an employee of IPAX.
• IPXX (Inflection Point Acquisition Corp. II), USARE (USA Rare Earth, Inc.). IPXX completed its initial public offering in May 2023, in which it sold 25,000,000 units, each consisting of one Class A ordinary share of IPXX and one-half of one warrant to purchase one Class A ordinary share of IPXX, for an offering price of $10.00 per unit, generating aggregate proceeds of $250,000,000. On August 21, 2024, IPXX entered into a business combination with USA Rare Earth, LLC (“USARE”), a company whose mission is to establish a vertically integrated, domestic rare earth magnet supply chain that supports the future state of energy, mobility, and national security in the United States. USARE is developing a
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NdFeB magnet manufacturing plant in the United States, and establishing domestic rare earth and critical minerals supply, extraction, and processing capabilities to supply its magnet manufacturing plant and market surplus materials to third-parties. IPXX held a vote on November 18, 2024 to extend the date by which IPXX must complete an initial business combination from November 30, 2024 to August 21, 2025. In connection with such extension, holders of 22,794,651 Class A ordinary shares of IPXX, or 91.18% of the outstanding IPXX public shares, exercised their right to redeem those shares for cash at a price of approximately $10.83 per share, for an aggregate of $246.9 million. Prior to the extraordinary general meeting of IPXX shareholders to approve the business combination with USARE, holders of 128,140 IPXX Class A ordinary shares, or 5.8% of the outstanding IPAX Class A ordinary shares, exercised their right to redeem those shares for cash at a price of approximately $11.00 per share, for an aggregate of $1,409,139.27. The transaction with USARE closed on March 13, 2025 and began trading on March 14, 2025 under the ticker “USAR.” On January 15, 2026, the closing price of shares of the Class A common stock of USARE was $16.79 per share. Peter Ondishin served as chief financial officer for IPXX from May 2023 to March 2025, and Erica Dorfman served as a director for IPXX from May 2023 to March 2025.
• IPCX (Inflection Point Acquisition Corp. III). IPCX completed its initial public offering in April 2025, in which it sold 25,300,000 units, each consisting of one Class A ordinary share of IPXX and one right to receive one-tenth (1/10) of one Class A ordinary share of IPCX, for an offering price of $10.00 per unit, generating aggregate proceeds of $253,000,000. On January 15, 2026, the closing price of the Class A ordinary shares of IPCX was $10.16 per share. Peter Ondishin has served as chief financial officer for IPCX since November 2024.
• FPAC (Far Peak Acquisition Corporation). FPAC completed its initial public offering in December 2020, in which it sold 60,000,000 units, each consisting of one Class A ordinary share of FPAC and one-third of one warrant to purchase one Class A ordinary share of FPAC, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $600,000,000. FPAC did not complete an initial business combination within the period required by its charter and liquidated its trust account as of March 13, 2023. Nicole Seligman served as a director for FPAC.
In recent years, stock prices of a number of target businesses have underperformed post-business combination with a SPAC. As a result, we cannot assure you that we will properly ascertain or assess all of the significant risk factors associated with a target business or that the price of the shares of the combined entity post-business combination will increase.
Acquisition Process
In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about the target and its industry which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.
Initial Business Combination
Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the
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business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the aggregate value of all of the target businesses, will be taken into account for purposes of the 80% fair market value test.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
Members of our management team and our independent directors will directly or indirectly own founder shares and/or private warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or may be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.
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In addition, our sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. Other than Inflection Point Acquisition Corp. III of which Mr. Ondishin is the Chief Financial Officer, the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations. In order to minimize potential conflicts of interest which may arise from multiple affiliations with SPACs, unless a business combination opportunity is expressly offered to us or to one of our directors or officers solely in his or her capacity as our director and/or officer and such opportunity is one we are permitted to undertake and would otherwise be reasonable for us to pursue, subject to their other legal obligations, we expect that our officers and directors who are also officers and/or directors of other SPACs will present suitable target businesses to us and the other applicable SPACs based on which SPAC went public first and taking into account any contractual restrictions applicable to each such SPAC and other reasonable considerations (including but not limited to the relative sizes of the SPACs and the amount in trust compared to the sizes of the targets, the need or desire for additional financings, the amount of time required to complete a business combination and the relevant experience of the directors and officers involved with a particular blank check company).
On or prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Sourcing of Potential Business Combination Targets
We believe our management team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team and our advisor have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team and advisor sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions.
This network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.
We have not contacted any of the prospective target businesses that our management team in their prior SPACs had considered and rejected as target businesses to acquire. However, we may contact such targets subsequent to the closing of this offering if we become aware that such targets are interested in a potential initial business combination with us and such transaction would be attractive to our shareholders. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
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Members of our management team and our independent directors will directly or indirectly own founder shares and/or private warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.
In addition, our sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. Other than Inflection Point Acquisition Corp. III of which Mr. Ondishin is the Chief Financial Officer, the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations. In order to minimize potential conflicts of interest which may arise from multiple affiliations with SPACs, unless a business combination opportunity is expressly offered to us or to one of our directors or officers solely in his or her capacity as our director and/or officer and such opportunity is one we are permitted to undertake and would otherwise be reasonable for us to pursue, subject to their other legal obligations, we expect that our officers and directors who are also officers and/or directors of other SPACs will present suitable target businesses to us and the other applicable SPACs based on which SPAC went public first and taking into account any contractual restrictions applicable to each such SPAC and other reasonable considerations (including but not limited to the relative sizes of the SPACs and the amount in trust compared to the sizes of the targets, the need or desire for additional financings, the amount of time required to complete a business combination and the relevant experience of the directors and officers involved with a particular blank check company).
Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Status as a Public Company
We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination
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transaction process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.
We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30th.
In addition, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
Financial Position
With funds available for a business combination initially in the amount of $213,400,000 after payment of $6,600,000 of deferred underwriting commissions (or $245,410,000 assuming no redemptions and after payment of $7,590,000 of fees if the underwriters’ over-allotment option is exercised in full), we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.
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Effecting our initial business combination
General
We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital.
We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.
Sources of Target Businesses
We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade
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shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.
We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
Evaluation of a Target Business and Structuring of Our Initial Business Combination
In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
Lack of Business Diversification
For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:
• subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and
• cause us to depend on the marketing and sale of a single product or limited number of products or services.
Limited Ability to Evaluate the Target’s Management Team
Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills,
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qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve Our Initial Business Combination
We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.
Under Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:
• We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering);
• Any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or
• The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; (ii) the expected cost of holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed business combination; (iv) other time and budget constraints of the company; and (v) additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
Permitted Purchases of Our Securities
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisor and their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, initial shareholders, directors, officers, advisor and their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to
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exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by sponsor, initial shareholders, directors, officers, advisor and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.
Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial shareholders, directors, officers, advisor and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares, rights or warrants in such transactions.
The purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. To the extent such securities are purchased, such public securities will be not be voted as required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC.
In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our sponsor, initial shareholders, directors, officers, advisor and their affiliates anticipate that they may identify the shareholders with whom our sponsor, initial shareholders, directors, officers, advisor and their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, initial shareholders, directors, officers, advisor and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, initial shareholders, directors, officers, advisor and their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our sponsor, initial shareholders, directors, officers, advisor and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our sponsor, initial shareholders, directors, officers, advisor and their affiliates were to purchase public shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:
• our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers, advisor and their affiliates may purchase public shares or warrants from public shareholders outside the redemption process, along with the purpose of such purchases;
• if our sponsor, initial shareholders, directors, officers, advisor and their affiliates were to purchase public shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process;
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• our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders, directors, officers, advisor and their affiliates would not be voted in favor of approving the business combination transaction;
• our sponsor, initial shareholders, directors, officers, advisor and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and
• we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:
• the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers, advisor and their affiliates, along with the purchase price;
• the purpose of the purchases by our sponsor, initial shareholders, directors, officers, advisor and their affiliates;
• the impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers, advisor and their affiliates on the likelihood that the business combination transaction will be approved;
• the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers, advisor and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial shareholders, directors, officers, advisor and their affiliates; and
• the number of our securities for which we have received redemption requests pursuant to our redemption offer.
Please see “Risk Factors — If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisor and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.”
Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. See “Underwriting”. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination.
Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
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Manner of Conducting Redemptions
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules), as described above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business Combination.” Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued and outstanding shares entitled to vote on such matter. Any special resolution required to be passed pursuant to the amended and restated memorandum and articles of association or the Companies Act will be decided on a poll in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass such special resolution, so long as we offer redemption in connection with such amendment.
If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association:
• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
• file proxy materials with the SEC.
In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such meeting will be present if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions), (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our founder shares and representative shares, we would need 7,250,835 public shares, or 33.0% of the 22,000,000 public shares sold in this offering, to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares,
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representing a quorum under our amended and restated memorandum and articles of association vote their shares at a general meeting of the company, we would need 2,334,445 public shares, or 10.6% of the 22,000,000 public shares sold in this offering, in addition to our founder shares and representative shares, to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation of the company with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued and outstanding shares entitled to vote on such matter. The amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution. In addition, prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to appoint and remove directors prior to the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
• conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
• file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
Upon the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates (if any) to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming
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public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.
Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
Limitation on Redemption Upon Completion of Our Initial Business Combination
If We Seek Shareholder Approval
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in this offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Delivering Share Certificates (if any) in Connection with the Exercise of Redemption Rights
As described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates (if any) to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights.
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In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $100 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until the end of the completion window.
Redemption of Public Shares and Liquidation if No Initial Business Combination
Our amended and restated memorandum and articles of association provide that we will have only the duration of the completion window to complete our initial business combination. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (which interest shall be less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.
Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window, although they will entitled to liquidating distributions from assets outside the trust account. However, if our sponsor or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted completion window.
Our sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their
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public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares.
We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $2,420,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of the net proceeds of this offering and the sale of the private warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of this offering will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the Company’s independent auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
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In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.
We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $2,420,000 from the proceeds of this offering with which to pay any such potential claims, plus the proceeds of any permitted withdrawals (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $600,000 (or $682,500 if the over-allotment option is exercised in full), we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $600,000 (or $682,500 if the over-allotment option is exercised in full), the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or bankruptcy or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within the completion window, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination, subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.
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Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination.
The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we are unable to complete our initial business combination within the completion window.
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Redemptions in Connection
with our Initial Business
Combination
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Other Permitted Purchases
of Public Shares by our
Affiliates
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Redemptions if we fail
to Complete an Initial
Business Combination
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Calculation of redemption price
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Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause to be unable to satisfy any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.
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If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisor or their respective affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. If our sponsor, initial shareholders, directors, officers, advisor or their respective affiliates were to purchase shares of warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
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If we are unable to complete our initial business combination within the completion window, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares.
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Redemptions in Connection
with our Initial Business
Combination
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Other Permitted Purchases
of Public Shares by our
Affiliates
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Redemptions if we fail
to Complete an Initial
Business Combination
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Impact to remaining shareholders
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The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of permitted withdrawals (to the extent not paid from amounts accrued as interest on the funds held in the trust account).
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If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us.
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The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions.
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Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419
The following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions of Rule 419 apply to our offering.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Escrow of offering proceeds
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$220,000,000 of the net proceeds of this offering and the sale of the private warrants will be deposited into a trust account located in the United States with Odyssey Transfer and Trust Company acting as trustee.
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Approximately $196,515,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
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Investment of net proceeds
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$220,000,000 of the net proceeds of this offering and the sale of the private warrants held in trust will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment
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Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Company Act) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.
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Receipt of interest on escrowed funds
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Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) permitted withdrawals and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.
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Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
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Limitation on fair value or net assets of target business
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Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.
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The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
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Trading of securities issued
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The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Clear Street informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated information to reflect the exercise of the over-allotment option.
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No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Exercise of the warrants
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The warrants cannot be exercised until 30 days after the completion of our initial business combination.
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The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
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Election to remain an investor
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We will provide our public shareholders with the opportunity to redeem their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the conditions described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. However, if
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A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45 business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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our initial business combination is structured as a statutory merger or consolidation of the company with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued and outstanding shares entitled to vote on such matter. The amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
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Business combination deadline
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If we have not completed our initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (which interest shall be less up to $100,000 of interest to pay
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If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.
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Terms of Our Offering
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dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
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Release of funds
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Except for permitted withdrawals, if any, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, subject to applicable law.
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The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
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Delivering share certificates (if any) in connection with the exercise of redemption rights
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We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates (if any) to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may
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Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for delivery of its share certificates to verify ownership.
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be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights.
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Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote
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If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent. However, we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
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Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination.
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Competition
In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well-established and have extensive experience identifying and effecting business combinations
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directly or through affiliates. Moreover, many of these competitors possess financial, technical, human and other resources that are similar to or greater than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with the exercise of redemption rights by our public shareholders may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either or both of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We currently utilize office space at 2 S Biscayne Blvd, PMB 1004 Suite #3200, Miami, FL 33131, provided by an affiliate of our sponsor. We will reimburse our sponsor or an affiliate thereof in an amount equal to $25,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. We consider our current office space adequate for our current operations.
Employees
We currently have two officers: Dr. Di Rezze and Peter Ondishin. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.
Periodic Reporting and Financial Information
We will register our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.
We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.
We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2026 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
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We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking (being September 4, 2025), no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.
Legal Proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacities as such.
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Management
Officers, Directors and Director Nominees
Our officers, directors and director nominees are as follows:
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Name
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Age
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Position
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Justin Di Rezze
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38
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Chief Executive Officer and Director
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Peter Ondishin
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38
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Chief Financial Officer and Director Nominee
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Erica Dorfman
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36
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Independent Director Nominee
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Alex Elias
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38
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Independent Director Nominee
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Nicole Seligman
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69
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Independent Director Nominee
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Justin Di Rezze, 38, has served as our Chief Executive Officer and as a director of our Company since our incorporation on September 29, 2025 and is the managing member of our sponsor, Praetorian Sponsor LLC and is expected to serve as a director of our Company. Dr. Di Rezze is the founder and former Chief Executive Officer of Theoria Medical, a national physician services and healthcare technology organization operating across skilled nursing facilities, assisted living centers, and telehealth networks that is one of the largest providers of post-acute care in the United States. From May 2019 to August 2025, Dr. Di Rezze achieved significant growth in revenue and increased provider footprint and quality outcomes through his extensive experience in healthcare operations, financial oversight, and corporate governance. His background combines clinical training with deep strategic and operational expertise across both healthcare delivery and technology innovation. Dr. Di Rezze holds a Bachelor of Arts from the University of Detroit Mercy and a Doctor of Medicine from Wayne State University School of Medicine. We believe Dr. Di Rezze is well qualified to serve as Chief Executive Officer and as a member of our board of directors due to his proven record of building scalable healthcare enterprises, his leadership in implementing robust governance frameworks, and his comprehensive understanding of healthcare, finance, and technology convergence.
Peter Ondishin, 38, has served as the Chief Financial Officer since November 2025 and is expected to serve as a director of our Company. He has also served as chief financial officer of Inflection Point Acquisition Corp. III, a special purpose acquisition company, since November 2024. Mr. Ondishin served as chief financial officer of Inflection Point Acquisition Corp. II, a special purpose acquisition company, from March 2023 to March 2025, and he was previously an employee of Inflection Point Acquisition Corp., a special purpose acquisition company. Mr. Ondishin has been the chief financial officer of The Venture Collective since June 2023. He was previously the chief financial officer of Kingstown Capital Management from August 2020 to December 2023 and the Controller of Kingstown from April 2019 to August 2020. Mr. Ondishin was the Assistant Controller for Atlantic Investment Management from January 2016 to March 2019. Before that, Mr. Ondishin worked as an accountant for Fir Tree Partners from January 2014 to January 2016. Mr. Ondishin began his career in assurance at PwC. Mr. Ondishin holds a B.A. and an M.B.A. from Rutgers University, and he is also a Certified Public Accountant. We believe Mr. Ondishin is well qualified to serve as a member of our board of directors due to his extensive management, financial, and SPAC experience.
Erica Dorfman, 36, is expected to serve as a director of our Company. Ms. Dorfman currently serves as the Senior Vice President of Global Financial Products for Brex Inc., a financial management platform, since 2019. Prior to her time at Brex Inc., Ms. Dorfman served as the president of Brex Cash from 2019 to 2022. Additionally, Ms. Dorfman served as a member of the board of directors of Inflection Point Acquisition Corp. II, a special purpose acquisition company from May 2023 to March 2025. Ms. Dorfman earned a Bachelor of Arts from Columbia University. We believe Ms. Dorfman is well qualified to serve as a member of our board of directors due to her extensive finance, board governance, and leadership experience.
Alex Elias, 38, is expected to serve as a director of our Company. Since 2011, Mr. Elias has served as the founder and Chief Executive Officer of Qloo Inc., an artificial intelligence (“AI”) software company focused on developing and licensing privacy-centric application programming interfaces (“APIs”) across a wide range of industries. Through his role as Chief Executive Officer, Mr. Elias has gained extensive experience in risk assessment, data governance, and compliance frameworks. Mr. Elias earned a Bachelor of Arts degree in Economics from the University of Southern California and a Juris Doctor from the NYU School of Law. We believe Mr. Elias is well qualified to serve as a member of our board of directors due to his extensive AI, board governance, and leadership experience.
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Nicole Seligman, 69, is expected to serve as a director of our Company. Ms. Seligman is a globally recognized corporate leader and a lawyer. Ms. Seligman currently serves as a member of the board of directors of Intuitive Machines, Inc., a space technology, infrastructure, and services company since 2023, and MeiraGTx Holdings PLC, a clinical-stage gene therapy company since 2019. In addition, she serves on the board of directors of OpenAI, a non-profit organization with a mission to ensure that artificial general intelligence benefits all of humanity, since 2024, as well as on the board of directors of OpenAI Group PBC, which is a for profit public benefit corporation controlled by OpenAI, since 2025. She also serves on the board of directors of several additional organizations, including as Co-Chair of the Board of Trustees of the Schwarzman Animal Medical Center (New York), the world’s largest non-profit animal hospital, and Chair of the Board of The Doe Fund, a NYC nonprofit that transitions homeless and formerly incarcerated individuals to independent lives among other non-profit organizations. Ms. Seligman served as a member of the board of directors of Paramount Global (formerly known as Viacom Inc. and subsequently ViacomCBS Inc.) from 2016 to 2024. She also served on the board of Far Peak Acquisition Corporation from 2021 to 2023 and WPP PLC from 2014 to 2023. Ms. Seligman held various senior executive roles at Sony Corporation from 2001 to 2016, including serving as Executive Vice President and Global General Counsel of Sony Corporation from 2005 to 2014 and as President of Sony Entertainment, Inc., from 2014 to 2016. Prior to joining Sony, Ms. Seligman was a partner in the litigation practice at Williams & Connolly LLP working on complex civil and criminal matters including for President Bill Clinton and Hillary Clinton. Ms. Seligman holds a B.A. magna cum laude from Harvard College and a J.D. magna cum laude from Harvard Law School, where she won the Sears Prize. She clerked for Justice Thurgood Marshall on the U.S. Supreme Court (1984-85) and for Judge Harry T. Edwards on the U.S. Court of Appeals for the D.C. Circuit (1983-84). We believe Ms. Seligman is well qualified to serve as a member of our board of directors due to her extensive legal, board governance, and leadership experience.
Past performance of our management team or their respective affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or their affiliates as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under “Management — Conflicts of Interest.”
Number and Terms of Office of Officers and Directors
Our board of directors will consist of five (5) members and will be divided into three classes with at least one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which will consist of Erica Dorfman, will expire at our first annual general meeting. The term of office of the second class of directors, which will consist of Peter Ondishin and Nicole Seligman, will expire at the second annual general meeting. The term of office of the third class of directors, which will consist of Justin Di Rezze and Alex Elias, will expire at the third annual general meeting.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.
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Director Independence
Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the commencement of the trading of our units on Nasdaq, we expect to have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors expects to determine that Erica Dorfman, Alex Elias and Nicole Seligman are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Executive Officer and Director Compensation
We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:
• Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
• reimbursement for office space, utilities and secretarial and administrative support made available to us by our sponsor or an affiliate thereof, in an amount equal to $25,000 per month;
• Payment of consulting, success or finder fees to our sponsor, officers or directors, advisors, or our or their affiliates in connection with the consummation of our initial business combination;
• We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
• Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
• Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the applicable lender. Such units would be identical to the private warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
In addition to the foregoing, our officers and directors will receive indirect interests in the founder shares held by the sponsor as compensation for their services as officers and directors of the Company. Our Chief Executive Officer, Dr. Di Rezze, will receive an indirect interest in 3,883,345 founder shares through membership interests in our sponsor, and our Chief Financial Officer, Peter Ondishin, will receive an indirect interest in 186,398 founder shares through membership interests in our sponsor. In addition, our independent directors will receive for their services as a director an indirect interest in the founder shares through membership interests in our sponsor. Nicole Seligman will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor, Erica Dorfman will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor, and Alex Elias will receive an indirect interest in 50,000 founder shares through membership interests in our sponsor. Additionally, certain third-party investors will hold membership interests in our sponsor.
After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.
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Any compensation to be paid to our executive officers by the Company will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
Committees of the Board of Directors
Upon the commencement of the trading of our units on the Nasdaq, our board of directors will establish two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below.
Audit Committee
Upon the commencement of the trading of our units on the Nasdaq, our board of directors will establish an audit committee of the board of directors. Erica Dorfman, Alex Elias and Nicole Seligman will serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Erica Dorfman, Alex Elias and Nicole Seligman are each independent.
Erica Dorfman will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Erica Dorfman qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:
• assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
• pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;
• setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
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• meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
• reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
Compensation Committee
Upon the commencement of the trading of our units on Nasdaq, our board of directors will establish a compensation committee of our board of directors. The members of our compensation committee will be Erica Dorfman and Alex Elias. Alex Elias will serve as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Erica Dorfman and Alex Elias are each independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:
• reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation;
• reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;
• reviewing our executive compensation policies and plans;
• implementing and administering our incentive compensation equity-based remuneration plans;
• assisting management in complying with our proxy statement and annual report disclosure requirements;
• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
• producing a report on executive compensation to be included in our annual proxy statement; and
• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Director Nominations
We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605I(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Erica Dorfman, Alex Elias and Nicole Seligman. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
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The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
Clawback Policy
We will adopt a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act.
Code of Ethics
Prior to the consummation of this offering, we will have adopted a Code of Ethics applicable to our directors, officers and employees. We will file a copy of our Code of Ethics as an exhibit to the registration statement of which this prospectus is a part. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. See the section of this prospectus entitled “Where You Can Find Additional Information.” If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
Conflicts of Interest
Under Cayman Islands law, directors and officers owe the following fiduciary duties:
• duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
• duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
• duty to not improperly fetter the exercise of future discretion;
• duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;
• duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
• duty to exercise independent judgment.
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In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.
Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:
|
Individual
|
|
Entity
|
|
Entity’s Business
|
|
Affiliation
|
|
Peter Ondishin
|
|
Inflection Point Acquisition Corp. III
|
|
SPAC
|
|
Chief Financial Officer
|
|
Justin Di Rezze
|
|
None
|
|
N/A
|
|
N/A
|
|
Erica Dorfman
|
|
Brex Inc.
|
|
Financial Management
|
|
Senior Vice President, Global Financial Products
|
|
Alex Elias
|
|
Qloo Inc.
|
|
AI software
|
|
Founder and Chief Executive Officer
|
|
Nicole Seligman
|
|
Intuitive Machines, Inc.
|
|
Space technology, infrastructure, and services
|
|
Director
|
| |
|
MeiraGTx Holdings PLC
|
|
Gene therapy
|
|
Director
|
| |
|
Schwarzman Animal Medical Center (New York)
|
|
Nonprofit
|
|
Co-Chair of the Board of Trustees
|
| |
|
The Doe Fund
|
|
Nonprofit
|
|
Chair of the Board
|
As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.
In addition, our sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. Other than Inflection Point Acquisition Corp. III of which Mr. Ondishin is the Chief Financial Officer, the other entities to which our
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officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations. In order to minimize potential conflicts of interest which may arise from multiple affiliations with SPACs, unless a business combination opportunity is expressly offered to us or to one of our directors or officers solely in his or her capacity as our director and/or officer and such opportunity is one we are permitted to undertake and would otherwise be reasonable for us to pursue, subject to their other legal obligations, we expect that our officers and directors who are also officers and/or directors of other SPACs will present suitable target businesses to us and the other applicable SPACs based on which SPAC went public first and taking into account any contractual restrictions applicable to each such SPAC and other reasonable considerations (including but not limited to the relative sizes of the SPACs and the amount in trust compared to the sizes of the targets, the need or desire for additional financings, the amount of time required to complete a business combination and the relevant experience of the directors and officers involved with a particular blank check company).
Potential investors should also be aware of the following other potential conflicts of interest:
• Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.
• Our initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private warrants in a transaction that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) six months after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial business combination, the founder shares will be released from the lockup. The private warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
• our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of this offering, our sponsor will have invested in us an aggregate of $4,695,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.003 per share) and the $4,670,000 purchase price for the private warrants (or $1.00 per warrant), which may be exercised on a cashless basis. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares and if our sponsor were required to pay cash to exercise the private warrants.
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• certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination.
• Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
• In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.
• Similarly, if we agree to pay our sponsor, officers or directors, advisors, or our or their affiliates a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.
• We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.
We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.
In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction.
Limitation on Liability and Indemnification of Officers and Directors
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent
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permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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Principal shareholders
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:
• each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
• each of our officers, directors and director nominees; and
• all our officers and directors as a group.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private warrants as these warrants are not exercisable within 60 days of the date of this prospectus.
On October 14, 2025, our sponsor purchased, and the Company issued to the sponsor, 8,433,333 Class B ordinary shares for an aggregate purchase price of $25,000 (up to 1,100,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised). The sponsor purchased the founder shares for $0.003 per share.
Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 25,300,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent approximately 24.9% of the outstanding shares after this offering. Up to 1,100,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. The post-offering percentages in the following table assume that the underwriters do not exercise their over-allotment option, that 1,100,000 founder shares have been surrendered to us for no consideration, and that there are 29,498,333 ordinary shares issued and outstanding after this offering.
|
Name and Address of Beneficial
Owner(1)
|
|
Number of
Class A
Ordinary
Shares
Beneficially
Owned
|
|
Approximate
Percentage of
Outstanding Class A
Ordinary Shares
|
|
Number of
Class B
Ordinary
Shares
Beneficially
Owned
|
|
Approximate
Percentage of
Outstanding Class B
Ordinary Shares
|
|
Before
Offering
|
|
After
Offering
|
|
Before
Offering
|
|
After
Offering
|
|
Praetorian Sponsor LLC(2)(3)(4)
|
|
—
|
|
—
|
|
—
|
|
7,333,333
|
|
100
|
%
|
|
24.9
|
%
|
|
Justin Di Rezze(3)
|
|
—
|
|
—
|
|
—
|
|
7,333,333
|
|
100
|
%
|
|
24.9
|
%
|
|
Peter Ondishin
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
Erica Dorfman
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
Alex Elias
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
Nicole Seligman
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
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Immediately after this offering, our initial shareholders (assuming they do not purchase any units in this offering) will beneficially own approximately 24.9% of the then issued and outstanding ordinary shares. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands), and approval of significant corporate transactions including our initial business combination.
Our sponsor has committed, pursuant to written agreements, to purchase 4,670,000 private warrants (5,000,000 if the underwriters’ over-allotment option is exercised in full), each whole warrant exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $4,670,000 in the aggregate ($5,000,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will occur simultaneously with the closing of this offering.
The private warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private warrants (including the Class A ordinary shares issuable upon exercise of these warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (ii) will be entitled to registration rights. A portion of the purchase price of the private warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $220,000,000 (or $253,000,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within the completion window, the private warrants will expire worthless. The private warrants are subject to the transfer restrictions described below.
Praetorian Sponsor LLC, our sponsor, and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.
Restrictions on Transfers of Founder Shares and Private Warrants
The founder shares and private warrants and any securities issued upon conversion thereof (including any component securities thereof and any securities underlying those component securities) are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our sponsor and management team. Those lock-up provisions provide that such securities are not transferable or saleable (i) in the case of the founder shares, until the earlier of (A) six months after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property and (ii) in the case of the private warrants (including the component securities as well as any securities underlying those component securities), until 30 days after the completion of our initial business combination except in each case (a) to our or the underwriters’ officers, directors, advisors or consultants, any affiliate or family member of any of our or the underwriters’ officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by
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virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) pro rata distributions from our sponsor or the underwriters to its respective members, partners or shareholders pursuant to our sponsor’s or the underwriters’ limited liability company agreement or other charter documents; (g) by virtue of the laws of the State of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor or upon dissolution of the underwriters; (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.
In addition, for as long as the representative shares are held by Clear Street or their respective designees or affiliates, they will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.
Registration Rights
The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) private warrants (including the component securities as well as any securities underlying those component securities), which will be issued in a private placement simultaneously with the closing of this offering and (iii) units (including the component securities as well as any securities underlying those component securities) that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of our initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering.
Pursuant to the registration rights agreement and assuming the underwriters exercise their over-allotment option in full and $1,500,000 of working capital loans are converted into private warrants, we will be obligated to register up to 14,933,333 Class A ordinary shares and 6,500,000 warrants. The number of Class A ordinary shares includes (i) 8,433,333 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 5,000,000 Class A ordinary shares upon exercise of the private warrants, and (iii) up to 1,500,000 Class A ordinary shares upon exercise of the working capital warrants. The number of warrants includes up to 5,000,000 private warrants and 1,500,000 private warrants issued upon the conversion of working capital loans.
The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.
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Certain relationships and related party transactions
On October 14, 2025, our sponsor purchased, and the Company issued to the sponsor, 8,433,333 Class B ordinary shares for an aggregate purchase price of $25,000 (up to 1,100,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised). The sponsor purchased the founder shares for $0.003 per share.
In connection with this offering, we will issue to Clear Street 165,000 (or 189,750 if the underwriters’ over-allotment option is exercised in full) representative shares. The holders of the representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination, (ii) to waive their redemption rights with respect to such shares, and (iii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering.
The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 25,300,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent approximately 24.9% of the outstanding shares after this offering. Up to 1,100,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. If we increase or decrease the size of the offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at approximately 24.9% of our issued and outstanding ordinary shares upon the consummation of this offering.
Our sponsor has committed, pursuant to written agreements, to purchase 4,670,000 private warrants (5,000,000 if the underwriters’ over-allotment option is exercised in full), each whole warrant exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $4,670,000 ($5,000,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private warrants (including the component securities as well as any securities underlying those component securities) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, and (ii) will be entitled to registration rights.
Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.
We will reimburse our sponsor or an affiliate thereof in an amount equal to $25,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
Prior to the closing of this offering, our sponsor may loan us funds in an aggregate amount of up to $300,000 to be used for a portion of the expenses of this offering. These loans would be non-interest bearing, unsecured and are due at the earlier of the date on which the closing of this offering occurs or the date on which we determine not to conduct an initial public offering.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the trust account or funds released to us as permitted withdrawals to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private warrants of the post business combination entity at a price of $1.00 per warrant at the option of the applicable lender. Such warrants would be identical to the private warrants. Except as set forth above, the terms of such loans, if any, have
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not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We have until the date that is 24 months (or 27 months if we have executed a letter of intent for an initial business combination within 24 months from the closing of this offering) from the closing of this offering (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or 27-month period, as applicable), we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon and not previously released to us for permitted withdrawals, divided by the number of then issued and outstanding public shares, subject to applicable law.
Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account.
After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
We have entered into a registration rights agreement with respect to the founder shares and private warrants, which is described under the heading “Principal Shareholders — Registration Rights.”
Policy for Approval of Related Party Transactions
The audit committee of our board of directors will adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.
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We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:
• Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
• reimbursement for office space, utilities and secretarial and administrative support made available to us by our sponsor or an affiliate thereof, in an amount equal to $25,000 per month;
• Payment of consulting, success or finder fees to our sponsor, officers or directors, advisors, or our or their affiliates in connection with the consummation of our initial business combination;
• We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
• Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
• Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the applicable lender. Such warrants would be identical to the private warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
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Description of securities
We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which will be adopted upon the consummation of this offering, we will be authorized to issue 300,000,000 Class A ordinary shares, $0.0001 par value each, 30,000,000 Class B ordinary shares, $0.0001 par value each as well as 1,000,000 preference shares, $0.0001 par value each. The following description summarizes certain terms of our shares as set out more particularly in our amended and restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important to you.
Units
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-third of one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds three thirds of one warrant, such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share. The Class A ordinary shares and warrants comprising the units are expected to begin separate trading on the 52nd day following the date of this prospectus unless Clear Street informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant.
In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the completion of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated information to reflect the exercise of the over-allotment option.
Ordinary Shares
Prior to the date of this prospectus, there were 8,433,333 Class B ordinary shares outstanding, all of which were held of record by our initial shareholders, so that our initial shareholders (assuming our initial shareholders do not purchase any units in this offering) will own approximately 24.9% of our issued and outstanding shares after this offering. Up to 1,100,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. Upon the closing of this offering, 29,498,333 of our ordinary shares will be issued and outstanding (assuming no exercise of the underwriters’ over-allotment option and the corresponding surrender for no consideration of 1,100,000 founder shares) comprising:
• 22,000,000 Class A ordinary shares underlying public units issued as part of this offering;
• 165,000 representative shares; and
• 7,333,333 Class B ordinary shares held by our initial shareholders.
If we increase or decrease the size of this offering, we will effect a share capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the number of founder shares by our initial shareholders at approximately 24.9% of our issued and outstanding ordinary shares upon the consummation of this offering (assuming it does not purchase any units in this offering).
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Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. However, only holders of Class B ordinary shares will have the right to (i) appoint and remove directors in any election held prior to the completion of our initial business combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of our initial business combination and (ii) continue the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). The provisions of our amended and restated memorandum and articles of association governing these matters prior to our initial business combination may only be amended by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares. On any other matter submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. Unless otherwise specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are represented in person or by proxy and are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, which (except as outlined above) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, (noting that the amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution); such actions include amending our amended and restated memorandum and articles of association (other than the provisions referred to above) and approving a statutory merger or consolidation with another company. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares entitled to vote and voted for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
Because our amended and restated memorandum and articles of association authorize the issuance of up to 300,000,000 Class A ordinary shares, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval in connection with our initial business combination. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or general meetings or appoint directors other than to ensure that the company has at least one director at all times. We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination.
We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Unlike
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many SPACs that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, we will, like many SPACs, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. However, if our initial business combination is structured as a statutory merger or consolidation of the company with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, (noting that the amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution). However, the participation of our sponsor, officers, directors, advisor or our or their affiliates in privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum and articles of association require that at least five clear days’ notice will be given of any general meeting.
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.
If we seek shareholder approval in connection with our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). As a result, in addition to our founder shares and representative shares, we would need 7,250,835 public shares, or 33.0% of the 22,000,000 public shares sold in this offering, to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association vote their shares at a general meeting of the company, we would need 2,334,445 public shares, or 10.6% of the 22,000,000 public shares sold in this offering, in addition to our founder shares and representative shares, to be
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voted in favor of an initial business combination in order to approve an initial business combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
Pursuant to our amended and restated memorandum and articles of association, if we have not completed our initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (which interest shall be less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window. However, if our sponsor or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.
In the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the conditions described herein.
Founder Shares
The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights; (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and to liquidating distributions from assets outside the trust account and (D) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) the founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in our amended and restated
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memorandum and articles of association, and (v) prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).
The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately 24.9% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private warrants issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
With certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) six months after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial business combination, and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Up to 1,100,000 founder shares will be surrendered to us for no consideration depending on the exercise of the over-allotment option.
Except in certain limited circumstances, no member of the sponsor may Transfer all or any portion of its membership interests in the sponsor. For more information, see “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Warrants”.
Register of Members
Under Cayman Islands law, we must keep a register of members and there will be entered therein:
• the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member;
• whether voting rights attach to the shares in issue;
• distinguishes each share by its number (to the extent the share has a number);
• confirms the number and category of shares held by each member;
• the date on which the name of any person was entered on the register as a member; and
• the date on which any person ceased to be a member.
Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal
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title to the shares as set against its name in the register of members. Upon the closing of this public offering, the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
Preference Shares
Our amended and restated memorandum and articles of association authorize 1,000,000 preference shares and provide that preference shares may be issued from time to time in one or more series or classes. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series or class. Our board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring, preventing a change of control of us or the removal of existing management, restricting dividends in respect of the ordinary shares, diluting the voting power of the ordinary shares or providing that holders of preference shares have the right to vote on matters as a class or impairing the liquidation rights of the ordinary shares. We have no preference shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future. No preference shares are being issued or registered in this offering.
Warrants
Public Warrants
Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant will have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.
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We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, we may redeem the outstanding warrants:
• in whole and not in part;
• at a price of $0.01 per warrant; upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and
• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of our initial business combination and ending three business days before we send the notice of redemption to the warrant holders.
We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the measurement period. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.
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Redemption procedures.
A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A ordinary shares outstanding immediately after giving effect to such exercise.
Anti-dilution Adjustments. If the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all the holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination, or (d) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event.
If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class A ordinary shares.
Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.
In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and this offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described above under “Description of Securities — Warrants — Public Warrants — Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
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In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event (the “Alternative Issuance”). If less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of securities in the successor entity that are listed for trading on a national securities exchange or quoted in an established over-the-counter market, or are to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.
The warrants will be issued in registered form under a warrant agreement between Odyssey Transfer and Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, (ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement, (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants or (iv) to provide for the delivery of the Alternative Issuance. All other modifications or amendments require the vote or written consent the holders of at least 50% of the then-outstanding public warrants, except that amending our warrant agreement will require a vote of holders of at least 50% of the private warrants and working capital warrants (including, for the avoidance of doubt, the forfeiture or cancellation of any private warrants or working capital warrants) solely with respect to any amendment to the terms of the private warrants or working capital warrants.
You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.
The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.
We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors — Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.” This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.
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Private Warrants
The private warrants and working capital warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private warrants and working capital warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (ii) will be entitled to registration rights. Amending our warrant agreement will require a vote of holders of at least 50% of the private warrants or working capital warrants (including, for the avoidance of doubt, the forfeiture or cancellation of any private warrants or working capital warrants) solely with respect to any amendment to the terms of the private warrants or working capital warrants. All other modifications or amendments require the vote or written consent the holders of at least 50% of the then-outstanding public warrants.
Dividends
We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. A Cayman Islands company may pay a dividend on its shares out of either profit, retained earnings and/or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business. Subject to applicable law, the payment of cash dividends following completion of our initial business combination will be within the discretion of our board of directors at such time and will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition at such time. There is no certainty we will be in a position to, or decide to, pay cash dividends after completing any business combination. If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a share capitalization or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at approximately 24.9% of our issued and outstanding ordinary shares upon the consummation of this offering. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends following completion of our initial business combination may be limited by restrictive covenants we may agree to in connection therewith.
Our Transfer Agent and Warrant Agent
The transfer agent for our Class A ordinary shares and warrant agent for our warrants is Odyssey Transfer and Trust Company. We have agreed to indemnify Odyssey Transfer and Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity. Odyssey Transfer and Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust account and not against the any monies in the trust account or interest earned thereon.
Certain Differences in Corporate Law
Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on English law but does not follow recent English law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements. In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction) so as to form a single surviving company.
Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (i) a special resolution of the shareholders of each company; and
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(ii) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that holds issued shares that together represent 90% of the votes at a general meeting of the subsidiary company) and its subsidiary company, provided the parent company is the surviving entity and a copy of the plan of merger is given to every member of each subsidiary company to be merged unless that member agrees otherwise. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. The directors of each company are required to provide a declaration of the assets and liabilities of the company made up to the latest practicable date before the making of the declaration, and are further required to make a declaration to the effect that: (i) the company is able to pay its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the company; (ii) no petition or other similar proceeding has been filed and remains outstanding and that no order has been made or resolution adopted to wind up the company in any jurisdiction; (iii) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the company, its affairs or its property or any part thereof; (iv) no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the company are and continue to be suspended or restricted; (v) in the case of constituent company that is not a surviving company, the constituent company has retired from any fiduciary office held or will do so immediately prior to the merger or consolidation; and (vi) where relevant, the company has complied with any applicable requirements under Cayman Islands regulatory laws. If the Cayman Islands’ Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Cayman Islands’ Registrar of Companies will register the plan of merger or consolidation.
Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands company are also required to make a declaration to the effect that, having made due enquiry, they are of the opinion that certain requirements have been met, including the following requirements: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any applicable jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted; and (v) there is no other reason why it would be against the public interest to permit the merger or consolidation.
Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the following requirements have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (A) consent or approval to the transfer has been obtained, released or waived; (B) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (C) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; and (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction.
The Companies Act provides for a right of dissenting shareholders to be paid the fair value of their shares upon their dissenting to the merger or consolidation in certain circumstances if they follow a prescribed procedure. In essence, where such rights apply, that procedure is as follows: (i) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for their shares if the merger or consolidation is authorized by the vote; (ii) within 20 days following the date on which the merger or consolidation is authorized by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (iii) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand
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for payment of the fair value of their shares; (iv) within seven days following the date of the expiration of the period set out in paragraph (ii) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase their shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (v) if the company and the shareholder fail to agree on a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company must (and any dissenting shareholder may) file a petition with the Grand Court of the Cayman Islands to determine the fair value of all dissenting shares and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. A shareholder who dissents must do so in respect of all shares that that person holds in the constituent company. Upon the giving of a notice of dissent under paragraph (iii) above, the shareholder to whom the notice relates shall cease to have any of the rights of a shareholder except the right to be paid the fair value of that person’s shares and certain rights specified in the Companies Act. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenting shareholders holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date, where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.
Moreover, Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, commonly referred to in the Cayman Islands as a “scheme of arrangement,” which may be tantamount to a merger. Schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved (i) in relation to a compromise or arrangement between a company and its creditors or any class of them, a majority in number of such creditors or class of creditors with whom the arrangement is to be made and who must in addition represent 75% in value of such creditors or class of creditors, as the case may be, that are present and voting either in person or by proxy at a meeting summoned for that purpose; and (ii) in relation to a compromise or arrangement between a company and its shareholders or any class of them, shareholders who represent 75% in value of the company’s shareholders or class of shareholders, as the case may be, that are present and voting either in person or by proxy at a meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:
• we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;
• the shareholders have been fairly represented at the meeting in question;
• the arrangement is such as a businessman would reasonably approve; and
• the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”
If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to dissenters’ rights or appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations.
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Squeeze-out Provisions. When a takeover offer is made and accepted by holders of 90% in value of the shares to whom the offer relates within four months, the offeror may, within a two-month period after the expiration of the initial four-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.
Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements of an operating business.
Shareholders’ Suits. Walkers (Cayman) LLP, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability of such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:
• a company is acting, or proposing to act, illegally or beyond the scope of its authority;
• the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or
• those who control the company are perpetrating a “fraud on the minority.”
A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed or where the directors have exercised their powers for an improper purpose.
Enforcement of Civil Liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.
We have been advised by Walkers (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
Special Considerations for Exempted Companies. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:
• annual reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies Act;
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• an exempted company’s register of members is not open to inspection and can be kept outside of the Cayman Islands;
• an exempted company does not have to hold an annual general meeting;
• an exempted company may issue shares with no nominal or par value;
• an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 30 years in the first instance); and
• an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).
Our Amended and Restated Memorandum and Articles of Association
Our amended and restated memorandum and articles of association will contain certain requirements and restrictions relating to this offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution. As a matter of Cayman Islands law, a special resolution is a resolution that (i) has been passed by the holders of a majority of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s issued shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if so authorized by a company’s articles of association, has been approved by a unanimous written resolution of all of the company’s shareholders who are entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time). Any special resolution required to be passed pursuant to the amended and restated memorandum and articles of association or the Companies Act will be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution. The provisions regulating the appointment and removal of directors and continuing the company in a jurisdiction outside the Cayman Islands may only be amended by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares. Other than as described above, our amended and restated memorandum and articles of association provide that special resolutions must be approved either by at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, (noting that the amended and restated memorandum and articles of association of the Company will require that resolutions put to the vote of a meeting shall be decided on a poll, in accordance with section 60(4) of the Companies Act and regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass a special resolution) (i.e., the lowest threshold permissible under Cayman Islands law), or by a written resolution passed in accordance with the Companies Act.
Our initial shareholders, who will (assuming they do not purchase any units in this offering) collectively own approximately 24.9% of our ordinary shares upon the closing of this offering, will participate in any vote to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provides, among other things, that:
• If we have not completed our initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (which interest shall be less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating
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distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law;
• Prior to our initial business combination, we may not, except in connection with the conversion of Class B ordinary shares into Class A ordinary shares where the holders of such shares have waived any rights to receive funds from the trust account, issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with public shares on any initial business combination;
• If a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
• Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account).
• If our shareholders approve an amendment to our amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation of, an initial business combination (i) to modify the substance or timing of our obligation to allow redemption in connection with an initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within the completion window or (ii) with respect to any other material provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then-outstanding public shares;
• We will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations; and
• Only holders of our Class B ordinary shares have the right to vote on appointing or removing directors or continuing our company in a jurisdiction outside the Cayman Islands (as further described herein), prior to the consummation of our initial business combination.
Our amended and restated memorandum and articles of association provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former directors, officers or other employees to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and articles of association, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. Our amended and restated memorandum and articles of association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum. The forum
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selection provision in our amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim.
Anti-Money Laundering, Counter Terrorist Financing, Prevention of Proliferation Financing and Financial Sanctions Compliance — Cayman Islands
If any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct, is involved with terrorism or terrorist property or proliferation financing or is the business combination partner of a financial sanction and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (as amended) of the Cayman Islands if the disclosure relates to criminal conduct, money laundering or proliferation financing or is the business combination partner of a financial sanction; or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (as amended) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. We reserve the right to refuse to make any payment to a shareholder if our directors or officers suspect or are advised that the payment to such shareholder might result in a breach of applicable anti-money laundering, counter-terrorist financing, prevention of proliferation financing and financial sanctions or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.
Should a shareholder or its duly authorized delegates or agents be, or become (or is believed by the company or its affiliates (“Agents”) to be or become) at any time while it owns or holds an interest in the company, (a) an individual or entity named on any sanctions list maintained by the United Kingdom (including as extended to the Cayman Islands by Orders in Council) or the Cayman Islands or any similar list maintained under applicable law or is otherwise subject to applicable sanctions in the Cayman Islands (a “Sanctions Subject”) or (b) an entity owned or controlled directly or indirectly by a Sanctions Subject, as determined by the company in its sole discretion, then (i) the company or its Agents may immediately and without notice to the shareholder cease any further dealings with the shareholder or freeze any dealings with the interests or accounts of the shareholder (e.g., by prohibiting payments by or to the shareholder or restricting or suspending dealings with the interests or accounts) or freeze the assets of the company (including interests or accounts of other shareholders who are not Sanctions Subjects), until the relevant person ceases to be a Sanctions Subject or a license is obtained under applicable law to continue such dealings (a “Sanctioned Persons Event”), (ii) the company and its Agents may be required to report such action or failure to comply with information requests and to disclose the shareholder’s identity (and/or the identity of the shareholder’s beneficial owners and control persons) to the Cayman Islands Monetary Authority, the Cayman Islands Financial Reporting Authority, or other applicable governmental or regulatory authorities (without notifying the Subscriber that such information has been so provided) and (iii) the company and its Agents have no liability whatsoever for any liabilities, costs, expenses, damages and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by the shareholder as a result of a Sanctioned Persons Event.
Data Protection — Cayman Islands
We have certain duties under the Data Protection Act (as amended) of the Cayman Islands, as amended from time to time and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPL”) based on internationally accepted principles of data privacy.
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Privacy Notice
Introduction
This privacy notice puts our shareholders on notice that through your investment in the company you will provide us with certain personal information which constitutes personal data within the meaning of the DPL (“personal data”). In the following discussion, the “company” refers to us and our affiliates and/or delegates, except where the context requires otherwise.
We are committed to processing personal data in accordance with the DPL. In our use of personal data, we will be characterized under the DPL as a “data controller,” whilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPL. These service providers may process personal data for their own lawful purposes in connection with services provided to us. For the purposes of this Privacy Notice, “you” or “your” shall mean the subscriber and shall also include any individual connected to the subscriber.
By virtue of your investment in the company, we and certain of our service providers may collect, record, store, transfer, and otherwise process personal data by which individuals may be directly or indirectly identified. We may combine personal data that you provide to use with personal data that we collect from, or about you. This may include personal data collected in an online or offline context including from credit reference agencies and other available public databases or data sources, such as news outlines, websites and other media sources and international sanctions lists.
Your personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for us to perform a contract to which you are a party or for taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with any legal, tax, or regulatory obligation to which we are subject, (c) where the processing is for the purposes of legitimate interests pursued by us or by a service provider to whom the data are disclosed, or (d) where you otherwise consent to the processing of personal data for any other specific purpose. As a data controller, we will only use your personal data for the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.
We anticipate that we will share your personal data with our service providers for the purposes set out in this privacy notice. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).
Your personal data shall not be held by the company for longer than necessary with regard to the purposes of the data processing.
We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPL. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data.
We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction, or damage to the personal data.
Investor Data
We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.
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In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided to us.
We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.
Who this Affects
If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment in the company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.
How the Company May Use a Shareholder’s Personal Data
The company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:
• where this is necessary for the performance of our rights and obligations under any purchase agreements;
• where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering, counter terrorist financing, prevention of proliferation financing, financial sanctions and FATCA/CRS requirements); and/or
• where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.
Why We May Transfer Your Personal Data
In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.
We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.
The Data Protection Measures We Take
Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.
We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.
We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.
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Rights of Individual Data Subjects
Individual data subjects have certain data protection rights, including the right to:
• be informed about the purposes for which your personal data are processed;
• access your personal data;
• stop direct marketing;
• restrict the processing of your personal data;
• have incomplete or inaccurate personal data corrected;
• ask us to stop processing your personal data;
• be informed of a personal data breach (unless the breach is unlikely to be prejudicial to you);
• complain to the Data Protection Ombudsman; and
• require us to delete your personal data in some limited circumstances.
If you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by email at info@ombudsman.ky or by accessing their website here: ombudsman.ky.
Certain Anti-Takeover Provisions of our Amended and Restated Memorandum and Articles of Association
Our amended and restated memorandum and articles of association will provide that our board of directors will be classified into three classes of directors. In addition, prior to the closing of our initial business combination, only holders of our Class B ordinary shares will have the right to appoint and remove directors prior to the completion of our initial business combination. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings and obtaining the support of our sponsor.
Our authorized but unissued ordinary shares and preference shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved ordinary shares and preference shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Extraordinary General Meetings
Our amended and restated memorandum and articles of association will provide that extraordinary general meetings may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our Chairman.
Advance Notice Requirements for Shareholder Proposals and Director Nominations
Our amended and restated memorandum and articles of association will provide that shareholders seeking to bring business before our annual general meeting, or to nominate candidates for appointment as directors at our annual general meeting must provide timely notice of their intent in writing. To be timely, a shareholder’s notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 150th day prior to the anniversary date of the immediately preceding annual general meeting. Pursuant to Rule 14a-8 under the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our amended and restated memorandum and articles of association will also specify certain requirements as to the form and content of a shareholders’ meeting. These provisions may preclude our shareholders from bringing matters before our annual general meeting or from making nominations for directors at our annual general meeting. Our amended and restated memorandum and articles of association will allow the chairman of the meeting at a meeting of the shareholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the
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rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us.
Written Resolutions
Subsequent to the consummation of the offering, any action required or permitted to be taken by our shareholders may be effected by a duly called annual general meeting or extraordinary general meeting or by written resolution passed in accordance with the Companies Act.
Classified Board of Directors
Our board of directors will initially be divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three year terms. Our amended and restated memorandum and articles of association will provide that the authorized number of directors may be changed only by resolution of the board of directors. Subject to the terms of any preference shares, any or all of the directors may be removed from office at any time by an ordinary resolution, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Prior to the consummation of an initial business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment and removal of directors. Our board of directors may, by a vote of a majority of our directors then in office, appoint any person to be a director, either to fill a vacancy or as an additional director.
Securities Eligible for Future Sale
Immediately after this offering we will have 29,498,333 (or 33,923,083 if the underwriters’ over-allotment option is exercised in full) ordinary shares outstanding. Of these shares, the Class A ordinary shares sold in this offering (22,000,000 Class A ordinary shares if the underwriters’ over-allotment option is not exercised and 25,300,000 shares if the underwriters’ over-allotment option is exercised in full) will be freely tradable without restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares (7,333,333 founder shares if the underwriters’ over-allotment option is not exercised and 8,433,333 founder shares if the underwriters’ over-allotment option is exercised in full), all of the 165,000 (or 189,750 if the underwriters’ over-allotment option is exercised in full) representative shares and all of the outstanding 4,670,000 private warrants (5,000,000 private warrants if the underwriters’ over-allotment option is exercised in full) will be restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.
Rule 144
Pursuant to Rule 144, a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
• 1% of the total number of Class A ordinary shares then outstanding, which will equal 221,650 shares immediately after this offering (or 254,898 shares if the underwriters exercise in full their over-allotment option); or
• the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
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Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
• the issuer of the securities that was formerly a shell company has ceased to be a shell company;
• the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
• the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
• at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
As a result, our initial shareholders will be able to sell their founder shares and private warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.
Registration Rights
The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) private warrants, which will be issued in a private placement simultaneously with the closing of this offering and (iii) private warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of our initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. Pursuant to the registration rights agreement and assuming the underwriters exercise their over-allotment option in full and $1,500,000 of working capital loans are converted into private warrants, we will be obligated to register up to 14,933,333 Class A ordinary shares and 6,500,000 warrants. The number of Class A ordinary shares includes (i) 8,433,333 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 5,000,000 Class A ordinary shares issuable upon exercise of the private warrants, and (iii) up to 1,500,000 Class A ordinary shares issuable upon exercise of the working capital warrants. The number of warrants includes up to 5,000,000 private warrants and up to 1,500,000 private warrants issued upon the conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Listing of Securities
We intend to apply to have our units listed on Nasdaq under the symbol “PTORU” commencing on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “PTOR” and “PTORW”, respectively.
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Taxation
Cayman Islands Taxation
The following is a discussion on certain Cayman Islands income tax consequences of an investment in our securities. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax, gift tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporate tax.
No stamp duty is payable in respect of the issue of the warrants, the units or the Class A ordinary shares. An instrument of transfer in respect of a warrant, a unit or a Class A ordinary share is stampable if executed in or brought into the Cayman Islands.
The Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Government of the Cayman Islands in a form substantially similar to the following on September 30, 2025:
“The Tax Concessions Act
(as amended)
Undertaking as to Tax Concessions
In accordance with the Tax Concessions Act (as amended), the following undertaking is hereby given to the Company:
1. That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and
2. In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:
2.1 On or in respect of the shares, debentures or other obligations of the Company; or
2.2 by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act (as amended).
These concessions shall be for a period of 30 years from the 30th day of September 2025.”
U.S. Federal Income Tax Considerations
The following discussion summarizes certain U.S. federal income tax considerations generally applicable to the acquisition, ownership and disposition of our units (each consisting of one Class A ordinary share and one-third of one redeemable warrant) that are purchased in this offering, which we refer to collectively as our securities, by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below).
Because the components of a unit are generally separable at the option of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying Class A ordinary share or warrant components of the unit. As a result, the discussion below with respect to holders of Class A ordinary shares and warrants should also apply to holders of units (as the deemed owners of the underlying Class A ordinary shares and warrants that constitute the units).
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This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our securities who are initial purchasers of a unit pursuant to this offering and hold the unit and each component of the unit as a capital asset under the Code. This discussion assumes that the Class A ordinary shares and one-third of one redeemable warrant will trade separately and that any distributions made (or deemed made) by us on our Class A ordinary shares and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to the acquisition, ownership and disposition of a unit by a prospective investor in light of its particular circumstances, including:
• our founders, the sponsor, officers or directors;
• banks, financial institutions or financial services entities;
• brokers dealers, or traders in securities;
• taxpayers that are subject to the mark-to-market tax accounting rules;
• S corporations, partnerships (or entities or arrangements treated as partnerships for U.S. federal income tax purposes), or other pass-through entities for U.S. federal income tax purposes and any owners of such S corporations, partnerships, or other pass-through entities;
• tax-exempt entities;
• individual retirement accounts or other tax deferred accounts;
• governments or agencies or instrumentalities thereof;
• insurance companies;
• regulated investment companies;
• real estate investment trusts;
• expatriates or former long-term residents of the United States;
• persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of our shares;
• persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services;
• persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;
• persons required to accelerate the recognition of any item of gross income with respect to Class A ordinary shares or warrants as a result of such income being recognized on an applicable financial statement;
• U.S. Holders whose functional currency is not the U.S. dollar;
• controlled foreign corporations; or
• passive foreign investment companies.
Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as alternative minimum gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws.
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We have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not change the accuracy of the statements in this discussion.
As used herein, the term “U.S. Holder” means a beneficial owner of units, Class A ordinary shares or warrants who or that is, for U.S. federal income tax purposes:
• an individual citizen or resident of the United States;
• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;
• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
• a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person.
This discussion does not consider the tax treatment of entities or arrangements treated as partnerships or other pass-through entities or persons who hold our securities through such entities or arrangements. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding our securities and partners in such partnerships are urged to consult their own tax advisors.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES. THE U.S. FEDERAL INCOME TAX TREATMENT OF THE PROSPECTIVE INVESTOR IN OUR SECURITIES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATION OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL NON-INCOME, STATE AND LOCAL AND NON-U.S. TAX LAWS AS WELL AS UNDER ANY APPLICABLE TAX TREATY.
Allocation of Purchase Price and Characterization of a Unit
No statutory, administrative or judicial authority directly addresses the treatment of a unit or instruments similar to a unit for U.S. federal income tax purposes, and therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for U.S. federal income tax purposes as the acquisition of one Class A ordinary share and one-third of one redeemable warrant, a whole one of which is exercisable to acquire one Class A ordinary share, subject to adjustment as described in this prospectus. We intend to treat the acquisition of a unit in this manner and, by purchasing a unit, you must adopt such treatment for U.S. federal income tax purposes. For U.S. federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit between the one Class A ordinary share and the one-third of one redeemable warrant based on the relative fair market value of each at the time of issuance. Under U.S. federal income tax law, each investor must make its own determination of such value based on all the facts and circumstances. Therefore, we strongly urge each investor to consult its tax advisor regarding the determination of value for these purposes. The price allocated to each Class A ordinary share and one-third of one redeemable warrant should be the shareholder’s tax basis in such share or warrant. Any disposition of a unit should be treated for U.S. federal income tax purposes as a disposition of the Class A ordinary share or one-third of one redeemable warrant comprising the unit, and the amount realized on the disposition should be allocated between the Class A ordinary share or one-third of one redeemable warrant based on their relative fair market values at the time of disposition (as determined by each such holder based on all the facts and circumstances).
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The foregoing treatment of the units, Class A ordinary shares and warrants and a holder’s purchase price allocation are not binding on the IRS or the courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. If the IRS or a court were to determine that, contrary to the characterization described above, a unit is a single instrument for U.S. federal income tax purposes, the tax consequences to an investor could be materially different than those described below. Accordingly, each prospective investor is urged to consult its tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations of a unit). The balance of this discussion assumes that the characterization of the units (and the components thereof) and any allocation of purchase price of a unit as described above is respected for U.S. federal income tax purposes.
U.S. Holders
Taxation of Distributions
Subject to the PFIC rules discussed below, a U.S. Holder generally will be required to include in gross income, in accordance with such U.S. Holder’s method of accounting for U.S. federal income tax purposes, as dividends the amount of any distribution of cash or other property paid on our Class A ordinary shares to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Subject to the PFIC rules discussed below, distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Class A ordinary shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Class A ordinary shares.
Dividends paid by us out of our current or accumulated earnings and profits as described above generally will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, under tax laws currently in effect and subject to certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), dividends generally will be treated as “qualified dividend income” and taxed at the lower applicable long-term capital gains rate (see “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants” below) only if our Class A ordinary shares are readily tradable on an established securities market in the United States, the Company is not treated as a PFIC at the time the dividend was paid or in the preceding year and certain other requirements are met (including with respect to holding period). It is unclear, however, whether certain redemption rights described in this prospectus may suspend the running of the applicable holding period for this purpose. U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to our Class A ordinary shares.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants
Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition of our Class A ordinary shares or warrants (including on our dissolution and liquidation if we do not consummate an initial business combination within the required time period). Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such Class A ordinary shares or warrants exceeds one year. It is unclear, however, whether certain redemption rights described in this prospectus may suspend the running of the applicable holding period for this purpose. If the running of the holding period is suspended, then non-corporate U.S. Holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment, in which case any gain on a sale or taxable disposition of our Class A ordinary shares or warrants would be subject to short-term capital gain treatment and would be taxed at ordinary income rates.
The amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the amount of cash and the fair market value of any property received in such disposition (or, if the Class A ordinary shares or warrants are held as part of units at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class A ordinary shares or warrants based upon the then fair market values of the Class A ordinary shares and warrants included in the units) and (ii) the U.S. Holder’s adjusted tax basis in its Class A ordinary shares or warrants so disposed of. A U.S. Holder’s adjusted tax basis in its Class A ordinary shares or warrants generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to an Class A ordinary share or one-third of one warrant, as described above under “— Allocation of Purchase Price and Characterization of a Unit”) reduced, in the case of an Class A ordinary share by any prior distributions treated as a
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return of capital. Long-term capital gain realized by a non-corporate U.S. Holder is currently eligible to be taxed at reduced rates. See “— Exercise, Lapse or Redemption of a Warrant” below for a discussion regarding a U.S. Holder’s basis in an Class A ordinary share acquired pursuant to the exercise of a warrant. The deduction of capital losses is subject to certain limitations. U.S. Holders who recognize losses with respect to a disposition of our securities should consult their own tax advisors regarding the tax treatment of such losses.
Redemption of Class A Ordinary Shares
Subject to the PFIC rules discussed below, in the event that a U.S. Holder’s Class A ordinary shares are redeemed pursuant to the redemption provisions described in this prospectus under “Description of Securities — Class A Ordinary Shares” or if we purchase a U.S. Holder’s Class A ordinary shares in an open market transaction (such open market purchase of Class A ordinary shares by us is referred to as a “redemption” for the remainder of this discussion), the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Class A ordinary shares under Section 302 of the Code. If the redemption qualifies as a sale or exchange of Class A ordinary shares, the U.S. Holder will be treated as described under “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants” above. If the redemption does not qualify as a sale of Class A ordinary shares, the U.S. Holder will be treated as receiving a corporate distribution with the tax consequences described above under “— Taxation of Distributions.” Whether a redemption qualifies for treatment as a sale or exchange will depend largely on the total number of our shares treated as held by the U.S. Holder (including any Class A ordinary shares constructively owned by the U.S. Holder described in the following paragraph) relative to all of our shares issued and outstanding both before and after such redemption. The redemption of Class A ordinary shares generally will be treated as a sale or exchange of the Class A ordinary shares (rather than as a corporate distribution) if such redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only our shares actually owned by the U.S. Holder, but also our shares that are constructively owned by such holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A ordinary shares which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption or purchase by us of Class A ordinary shares must, among other requirements, be less than 80 percent of the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the redemption or purchase by us. Prior to our initial business combination, the Class A ordinary shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all of our shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of our shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other of our shares (including any shares constructively owned by the U.S. holder as a result of owning our warrants) and otherwise complies with specific conditions. Whether the redemption of the Class A ordinary shares will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us generally will depend on the particular facts and circumstances applicable to such holder. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult its own tax advisors as to the tax consequences of a redemption or purchase by us of any Class A ordinary shares.
If none of the foregoing tests are satisfied, then the redemption of any Class A ordinary shares will be treated as a corporate distribution and the tax effects will be as described under “— Taxation of Distributions” above. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Class A ordinary shares will be added to the U.S. Holder’s adjusted tax basis in its remaining shares. If there are no remaining shares, a U.S. Holder is urged to consult its tax advisor as to the allocation of any remaining tax basis.
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Exercise, Lapse or Redemption of a Warrant
Subject to the PFIC rules discussed below and except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a Class A ordinary share on the exercise of a warrant for cash. A U.S. Holder’s tax basis in an Class A ordinary share received upon exercise of the warrant generally will equal the sum of the U.S. Holder’s initial investment in the warrant (that is, the portion of the U.S. Holder’s purchase price for the units that is allocated to the warrant, as described above under “— Allocation of Purchase Price and Characterization of a Unit”) and the exercise price. It is unclear whether a U.S. Holder’s holding period for the Class A ordinary share will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period will not include the period during which the U.S. Holder held the warrant. If a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the warrant.
The tax consequences of a cashless exercise of a warrant are not clear under current law. Subject to the PFIC rules discussed below, cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. Holder’s tax basis in the Class A ordinary shares received generally would equal the U.S. Holder’s tax basis in the warrants. If the cashless exercise was not a realization event, it is unclear whether a U.S. Holder’s holding period for the Class A ordinary share will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant. If the cashless exercise were treated as a recapitalization, the holding period of the Class A ordinary shares would include the holding period of the warrants.
It is also possible that a cashless exercise may be treated as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder may be deemed to have surrendered warrants with an aggregate value equal to the exercise price for the total number of warrants deemed exercised. Subject to the PFIC rules discussed below, the U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the warrants deemed surrendered and the U.S. Holder’s tax basis in such warrants. In this case, a U.S. Holder’s tax basis in the Class A ordinary shares received would equal the sum of the U.S. Holder’s initial investment in the warrants deemed exercised (i.e., the portion of the U.S. Holder’s purchase price for the units that is allocated to such warrants, as described above under “— Allocation of Purchase Price and Characterization of a Unit”) and the exercise price of such warrants. It is unclear whether a U.S. Holder’s holding period for the Class A ordinary shares would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant.
Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.
Subject to the PFIC rules described below, if we redeem warrants for cash pursuant to the redemption provisions described in the section of this prospectus entitled “Description of Securities — Warrants” or if we purchase warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants.”
Possible Constructive Distributions
The terms of each warrant provide for an adjustment to the number of Class A ordinary shares for which the warrant may be exercised or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus captioned “Description of Securities — Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. The U.S. Holders of the warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases such U.S. Holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of Class A ordinary shares that would be obtained upon exercise or through a decrease in the exercise price of the warrant) as a result of a distribution of cash or other property such as other securities to the holders of our Class A ordinary shares which is taxable to the U.S. Holders of such Class A ordinary shares as described under “— Taxation of Distributions” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holders of the warrants received a cash distribution from us equal to the fair market value of the increase in the interest and would generally increase
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the U.S. holder’s adjusted tax basis in its warrants to the extent that such distribution is treated as a dividend. For certain information reporting purposes, we are required to determine the date and amount of any such constructive distributions. Proposed Treasury regulations, which we may rely on prior to the issuance of final regulations, specify how the date and amount of constructive distributions are determined.
Passive Foreign Investment Company Rules
A non-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income.
Because we are a non-U.S. blank check company, with no current active operating business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year. However, pursuant to a startup exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “startup year”), if (i) no predecessor of the corporation was a PFIC; (ii) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (iii) the corporation is not in fact a PFIC for either of those years. The applicability of the startup exception to us will not be known until after the close of our current taxable year and, perhaps, until the end of our two taxable years following our startup year (within the meaning of the startup exception). Further, after the acquisition of a company or assets in a business combination, we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets as well as the passive income and assets of the acquired business. If the company that we acquire in a business combination is a PFIC (or we do not complete a business acquisition by the end of the first taxable year after the taxable year of our formation), then we will likely not qualify for the startup exception and will be a PFIC for our current taxable year. Our actual PFIC status for our current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year (and, in the case of the startup exception to our current taxable year, perhaps not until after the end of our two taxable years following our startup year). Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year. In addition, our U.S. counsel expresses no opinion with respect to our PFIC status for any taxable year.
It is not entirely clear how various aspects of the PFIC rules apply to the warrants. Section 1298(a)(4) of the Code provides that, to the extent provided in Treasury Regulations, any person who has an option to acquire stock in a PFIC shall be considered to own such stock in the PFIC for purposes of the PFIC rules. No final Treasury Regulations are currently in effect under Section 1298(a)(4) of the Code. However, proposed Treasury Regulations under Section 1298(a)(4) of the Code have been promulgated that, if finalized in their current form, would have a retroactive effective date (the “Proposed PFIC Option Regulations”). Each prospective investor is urged to consult its tax advisors regarding the possible application of the Proposed PFIC Option Regulations to an investment in the warrants. The following discussion assumes that the Proposed PFIC Option Regulations will apply to the warrants.
Although our PFIC status is determined annually, an initial determination that our company is a PFIC will generally apply for subsequent years to a U.S. Holder who held (or is deemed to have held) Class A ordinary shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. If we are determined to be a PFIC for any taxable year and, in the case of our Class A ordinary shares, the U.S. Holder did not make either a mark-to-market election, a timely qualified electing fund (“QEF”) election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A ordinary shares, or a QEF election together with a purging election, each as described below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Class A ordinary shares or warrants and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Class A ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Class A ordinary shares).
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Under these rules:
• the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares or warrants;
• the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
• the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
• an additional amount equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.
In general, if we are determined to be a PFIC, a U.S. Holder may be able to avoid certain PFIC tax consequences described above in respect to our Class A ordinary shares (but not our warrants) by making and maintaining a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
As discussed above, it is not entirely clear how various aspects of the PFIC rules apply to the warrants. However, a U.S. Holder may not make a QEF election with respect to its warrants to acquire our Class A ordinary shares. As a result, if a U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants for cash) and we were a PFIC at any time during the U.S. Holder’s holding period of such warrants, any gain recognized generally will be treated as an excess distribution, taxed as described above. If a U.S. Holder that exercises such warrants properly makes and maintains a QEF election with respect to the newly acquired Class A ordinary shares (or has previously made a QEF election with respect to our Class A ordinary shares), the QEF election will apply to the newly acquired Class A ordinary shares. Notwithstanding any such QEF election, the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired Class A ordinary shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the warrants), unless the U.S. Holder makes a purging election under the PFIC rules. Under one type of purging election, the U.S. Holder will be deemed to have sold such shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, as described above. Under another type of purging election, an electing U.S. Holder will be treated as having received as an excess distribution its ratable share of our earnings and profits determined for U.S. federal income tax purposes. In order for a U.S. Holder to make the second election, we must also be a “controlled foreign corporation” as defined in the Code, and there are no assurances that we will so qualify. As a result of either purging election, the U.S. Holder will generally have additional basis (to the extent of the excess distribution resulting from the purging election) and, solely for purposes of the PFIC rules, a new holding period in the Class A ordinary shares acquired upon the exercise of the warrants. U.S. Holders are urged to consult their tax advisors as to the applicability of the rules governing purging elections to their particular circumstances.
The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement,
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in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance that we will timely provide such required information. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.
If a U.S. Holder has made a QEF election with respect to our Class A ordinary shares, and the excess distribution rules discussed above do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our Class A ordinary shares generally will be taxable as capital gain and no additional interest charge will be imposed under the PFIC rules. As discussed above, if we are a PFIC for any taxable year, a U.S. Holder of our Class A ordinary shares that has made a QEF election will be currently taxed on its pro rata share of our earnings and profits, whether or not distributed for such taxable year. A subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend when distributed to such U.S. Holder. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. In addition, if we are not a PFIC for any taxable year, such U.S. Holder will not be subject to the QEF inclusion regime with respect to our Class A ordinary shares for such a taxable year.
Alternatively, if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Class A ordinary shares in us and for which we are determined to be a PFIC, such U.S. Holder generally will not be subject to the PFIC rules described above in respect of its Class A ordinary shares. Instead, in general, the U.S. Holder will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Class A ordinary shares at the end of such year over its adjusted basis in its Class A ordinary shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its Class A ordinary shares over the fair market value of its Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Class A ordinary shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants.
The mark-to-market election is available only for “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including Nasdaq (on which we intend to list the Class A ordinary shares), or on a non-U.S. exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the Class A ordinary shares ceased to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consented to the revocation of the election. U.S. Holders are urged to consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our Class A ordinary shares under their particular circumstances.
If we are a PFIC and, at any time, have a non-U.S. subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. Upon written request we will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. There can be no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide such required information. A mark-to-market election generally would not be available with respect to such lower-tier PFIC. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the Treasury. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
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The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of our Class A ordinary shares or warrants should consult their own tax advisors concerning the application of the PFIC rules to our securities under their particular circumstances.
Tax Reporting
Certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash) to us. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement, and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. Furthermore, certain U.S. Holders who are individuals and certain entities will be required to report information with respect to such U.S. Holder’s investment in “specified foreign financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions. Specified foreign financial assets generally include any financial account maintained with a non-U.S. financial institution and should also include the Class A ordinary shares and warrants if they are not held in an account maintained with a U.S. financial institution. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties, and the period of limitations on assessment and collection of U.S. federal income taxes will generally be extended in the event of a failure to comply. Potential investors are urged to consult their tax advisors regarding the foreign financial asset and other reporting obligations and their application to an investment in our Class A ordinary shares and warrants.
Non-U.S. Holders
This section applies to you if you are a “Non-U.S. Holder.” As used herein, the term “Non-U.S. Holder” means a beneficial owner of our units, Class A ordinary shares or warrants who or that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.
A “Non-U.S. holder” generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of our securities.
Dividends (including constructive distributions treated as dividends) paid or deemed paid to a Non-U.S. Holder in respect of our Class A ordinary shares generally will not be subject to U.S. federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States). In addition, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other taxable disposition of our Class A ordinary shares or warrants unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States).
Dividends (including constructive distributions treated as dividends) and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A ordinary shares will generally correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s Class A ordinary shares, as described under “— U.S. Holders — Redemption of Class A Ordinary Shares” above, and the consequences of the redemption to the Non-U.S. Holder will be as described in the paragraphs above under the heading “— Non-U.S. Holders” based on such characterization. The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a warrant, or the lapse of a warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under “— U.S. Holders — Exercise or Lapse of a Warrant,” above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described in the preceding paragraphs above for a Non-U.S. Holder’s gain on the sale or other disposition of our Class A ordinary shares and warrants.
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Information Reporting and Backup Withholding
Dividend payments with respect to our Class A ordinary shares and proceeds from the sale, exchange, redemption or other taxable disposition of our Class A ordinary shares or warrants may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. U.S. Holders who are required to establish their exempt status may be required to provide such certification on IRS Form W-9. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances.
The U.S. federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders are urged to consult their tax advisors with respect to the tax consequences to them of the acquisition, ownership and disposition of our Class A ordinary shares and warrants, including the tax consequences under U.S. federal, state and local, estate, non-U.S. and other tax laws and tax treaties and the possible effects of changes in U.S. or other tax laws.
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Underwriting
Clear Street is acting as sole bookrunner and representative of the underwriters of the offering. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has agreed to purchase, and we have agreed to sell to that underwriter, the number of units set forth opposite the underwriters’ name. The underwriters may offer and sell units to the public through one or more of their respective affiliates or other registered broker-dealers or selling agents.
|
Underwriters
|
|
Number of
Units
|
|
Clear Street, LLC
|
|
22,000,000
|
| |
|
22,000,000
|
The underwriting agreement provides that the obligations of the underwriters to purchase the units included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the units (other than those covered by the over-allotment option described below) if they purchase any of the units.
Pricing of the Offering
We have been advised by the underwriters that they propose to offer the units to the public at the initial offering price set forth on the cover page of this prospectus. If all of the units are not sold at the initial offering price, the representative may change the offering price and other selling terms. The offering of the units by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part. Sales of any units outside the United States may be made by affiliates of the underwriters.
Over-allotment Option
We have granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to 3,300,000 additional units at the public offering price less the underwriting discount. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional units approximately proportionate to that underwriters’ initial purchase commitment. Any units issued or sold under the option will be issued and sold on the same terms and conditions as the other units that are the subject of this offering.
Lock-up
We, our sponsor and our officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Clear Street, as the representative of the underwriters, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants, subject to certain exceptions. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private warrants pursuant to the letter agreement described in this prospectus.
Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares or any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) six months after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange, reorganisation, restructuring or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Shareholders — Transfers of Founder Shares and Private Warrants”. Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. In addition, we could agree to permit the holders of our founder shares to transfer shares or agree to cancel such securities. Although no such transfers or cancellations are contemplated, we could agree to permit such transfer or cancellation to facilitate the closing of a business combination. Notwithstanding the foregoing, if (1) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
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for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. The purchasers of the private placement securities have also agreed not to transfer, assign or sell any of the private placement securities, including the underlying shares and warrants (except in connection with the same limited exceptions that the founders’ shares may be transferred as described above), until 30 days after the completion of our initial business combination.
Except in certain limited circumstances, no member of the sponsor may transfer all or any portion of its membership interests in the sponsor. For more information, see “Principal Shareholders — Restrictions Transfers of Founder Shares and Private Warrants.”
Representative Shares
We have agreed to issue to the underwriters, or their designees, in connection with this offering, 165,000 (or 189,750 if the underwriters’ over-allotment option is exercised in full). The holders of the representative shares have agreed not to transfer, assign or sell any such shares without our prior consent until the completion of our initial business combination. In addition, the holders of the representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination, (ii) to waive their redemption rights with respect to such shares, and (iii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering.
The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part or commencement of sales of the public offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.
Listing
We expect our units to be listed on the Nasdaq under the symbol “PTORU” commencing on or promptly after the date of this prospectus, and, once the Class A ordinary shares and warrants begin separate trading, to have our Class A ordinary shares and warrants listed on Nasdaq under the symbols “PTOR” and “PTORW”, respectively. We cannot guarantee that our securities will be approved for listing on the Nasdaq.
Discounts
The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.
|
|
|
Per Unit
|
|
Total
|
| |
|
Without
Over-allotment
|
|
With
Over-allotment
|
|
Without
Over-allotment
|
|
With
Over-allotment
|
|
Underwriting Discounts and Commissions paid by us
|
|
$
|
0.375
|
|
$
|
0.375
|
|
$
|
8,250,000
|
|
$
|
9,487,500
|
__________
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We estimate that our portion of the total expense of this offering payable by us will be $600,000 (or $682,500 if the over-allotment option is exercised in full), excluding underwriting discounts and commissions. We have agreed to reimburse the underwriters for certain of their accountable and out-of-pocket costs for this offering up to an aggregate expense allowance of $100,000.
The underwriting agreement provides that following the completion of this offering, the obligations of the underwriters with respect to this offering will be deemed to be satisfied and the underwriters are not bound by any commitment or obligation to offer or sell to the public any of our securities or of any target business in an initial business combination or otherwise solicit holders of our securities or any target business in an initial business combination to approve the business combination.
We have agreed to reimburse the underwriters for all actual and reasonable expenses incurred in connection with the offering, up to an amount equal to $100,000 at the closing of this offering (which amount is payable regardless of whether or not this offering closes).
Stabilization and Other Transactions
The underwriters pursuant to Regulation M under the Exchange Act may engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of the units at a level above that which might otherwise prevail in the open market. Establishing short sales positions may involve either “covered” short sales or “naked” short sales.
“Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional units in this offering. The underwriters may close out any covered short position by either exercising the over-allotment option or purchasing our securities in the open market or from market participants. In determining the source of units to close out the covered short position, the underwriters will consider, among other things, the price of units available for purchase in the market as compared to the price at which they may purchase units through the over-allotment option.
“Naked” short sales are sales in excess of the option to purchase additional units. The underwriters must close out any naked short position by purchasing units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in this offering.
A stabilizing bid is a bid for the purchase of securities on behalf of the underwriters for the purpose of fixing or maintaining the price of the securities. A syndicate covering transaction is the bid for or the purchase of securities on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our securities or preventing or retarding a decline in the market price of our securities. As a result, the price of our securities may be higher than the price that might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in connection with the offering if the securities originally sold by such syndicate member are purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.
Neither we, nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our securities. The underwriters are not obligated to engage in these activities and, if commenced, may end any of these activities at any time. These transactions may be effected on Nasdaq, in the over-the-counter market or otherwise.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.
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Market Making
The underwriters have advised us that, following the completion of this offering, they may make a market in the units as permitted by applicable laws and regulations. However, the underwriters are not obligated to do so, and the underwriters may discontinue any market-making activities at any time without notice in their sole discretion. Accordingly, no assurance can be given as to the liquidity of the trading market for the units, that you will be able to sell any of the units held by you at a particular time or that the prices that you receive when you sell would be favorable.
Other Terms
The underwriting agreement provides that, following the completion of this offering, the obligations of the underwriters with respect to this offering will be deemed to be satisfied and the underwriters are not bound by any commitment or obligation to offer or sell to the public any of our securities or of any target business in an initial business combination or otherwise solicit holders of our securities or any target business in an initial business combination to approve the business combination.
We are not under any contractual obligation to engage any of the underwriters to provide any services for us after this offering, and have no present intent to do so. However, any of the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any of the underwriters and no fees for such services will be paid to any of the underwriters prior to the date that is 60 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with this offering.
Some of the underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates, including in connection with acting in an advisory capacity or as a potential financing source in conjunction with our potential acquisition of a company. They have received, or may in the future receive, customary fees and commissions for these transactions.
In the ordinary course of their various business activities, some of the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade debt or equity securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers and such investment and trading activities may involve or relate to assets, securities and/or instruments of ours and/or of persons and entities with relationships with us. Some of the underwriters and their respective affiliates may also communicate independent investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such securities and/or instruments.
Selling Restrictions
Canada
This prospectus constitutes an “exempt offering document” as defined in and for the purposes of applicable Canadian securities laws. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the securities. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this prospectus or on the merits of the securities and any representation to the contrary is an offence.
Canadian investors are advised that this prospectus has been prepared in reliance on section 3A.3 of National Instrument 33 — 105 Underwriting Conflicts (“NI 33 — 105”). Pursuant to section 3A.3 of NI 33 — 105, this prospectus is exempt from the requirement that the issuer and the underwriter(s) provide investors with certain conflicts of interest disclosure pertaining to “connected issuer” and/or “related issuer” relationships that may exist between the issuer and the underwriter(s) as would otherwise be required pursuant to subsection 2.1(1) of NI 33 — 105.
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Resale Restrictions
The offer and sale of the securities in Canada is being made on a private placement basis only and is exempt from the requirement that the issuer prepares and files a prospectus under applicable Canadian securities laws. Any resale of the securities acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, pursuant to a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the securities outside of Canada.
Representations of Purchasers
Each Canadian investor who purchases the securities will be deemed to have represented to the issuer and the underwriter(s) that the investor (i) is purchasing the securities as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an “accredited investor” as such term is defined in section 1.1 of National Instrument 45 — 106 Prospectus Exemptions (“NI 45 — 106”) or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a “permitted client” as such term is defined in section 1.1 of National Instrument 31 — 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Taxation and Eligibility for Investment
Any discussion of taxation and related matters contained in this prospectus does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a Canadian investor when deciding to purchase the securities and, in particular, does not address any Canadian tax considerations. No representation or warranty is hereby made as to the tax consequences to a resident, or deemed resident, of Canada of an investment in the securities or with respect to the eligibility of the securities for investment by such investor under relevant Canadian federal and provincial legislation and regulations.
Rights of Action for Damages or Rescission
Securities legislation in certain of the Canadian jurisdictions provides certain purchasers of securities pursuant to an offering memorandum (such as this prospectus), including where the distribution involves an “eligible foreign security” as such term is defined in Ontario Securities Commission Rule 45 — 501 Ontario Prospectus and Registration Exemptions and in Multilateral Instrument 45 — 107 Listing Representation and Statutory Rights of Action Disclosure Exemptions, as applicable, with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum, or other offering document that constitutes an offering memorandum, and any amendment thereto, contains a “misrepresentation” as defined under applicable Canadian securities laws. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed under, and are subject to limitations and defenses under, applicable Canadian securities legislation. In addition, these remedies are in addition to and without derogation from any other right or remedy available at law to the investor.
Language of Documents
Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur Canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.
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Australia
This document does not constitute a prospectus, product disclosure statement or other disclosure document under the Australia’s Corporations Act 2001 (Cth) (the “Corporations Act”) of Australia. This document has not been lodged with the Australian Securities & Investments Commission and is only directed to the categories of exempt persons set out below. Accordingly, if you receive this document in Australia:
You confirm and warrant that you are either:
• a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;
• a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant’s certificate to the company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made; or
• a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act.
To the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor or professional investor under the Corporations Act any offer made to you under this document is void and incapable of acceptance.
You warrant and agree that you will not offer any of the shares issued to you pursuant to this document for resale in Australia within 12 months of those securities being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.
European Economic Area
In relation to each member state of the European Economic Area (each a “Member State”), no securities have been offered or will be offered pursuant to the offer described herein in that Member State prior to the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation, except that the securities may be offered to the public in that Member State at any time:
(i) to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;
(ii) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or
(iii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of securities shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
Each person in a Member State who acquires any securities in the offer or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the issuer and the underwriters that it is a qualified investor within the meaning of the Prospectus Regulation.
In the case of any securities being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed to and with the issuer and the underwriters that the securities acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer to the public other than their offer or resale in a Member State to qualified investors, in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale. Neither the issuer nor the underwriters have authorized, nor do they authorize, the making of any offer of securities through any financial intermediary, other than offers made by the underwriters which constitute the final placement of securities contemplated in this document.
The issuer and the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
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For the purposes of this provision, the expression an “offer to the public” in relation to any securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribe for any securities, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
In Member States, this document is being distributed only to, and is directed only at, persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors”). This document must not be acted on or relied on in any Member State by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available in any Member State only to Qualified Investors and will be engaged in only with such persons.
Hong Kong
No securities have been, may be or will be offered or sold in Hong Kong, by means of any document, other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent; or to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made thereunder; or in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding UP and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “C(WUMP)O”), or which do not constitute an offer to the public within the meaning of the C(WUMP)O. No document, invitation or advertisement relating to the securities has been issued or may be issued or will be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.
This document has not been and will not be registered with the Registrar of Companies in Hong Kong. Accordingly, this document may not be issued, circulated or distributed in Hong Kong, and the securities may not be offered for subscription to members of the public in Hong Kong. Each person acquiring the securities will be required, and is deemed by the acquisition of the securities, to confirm that he is aware of the restriction on offers of the securities described in this document and the relevant offering documents and that he is not acquiring, and has not been offered any securities in circumstances that contravene any such restrictions.
Japan
The offering has not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948 of Japan, as amended) (the “FIEA”), and the Initial Purchaser will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means, unless otherwise provided herein, any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore
This document has not been and will not be lodged or registered with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or the invitation for subscription or purchase of the securities may not be issued, circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person as defined under Section 275(2) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA and where (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with the conditions of any other applicable provision of the SFA. In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
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No offer is made to you with a view to the securities being subsequently offered for sale to any other party. There are on-sale restrictions that may be applicable to investors who acquire securities. As such, investors are advised to acquaint themselves with the provisions of the SFA relating to resale restrictions and comply accordingly.
Where the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
• a corporation (which is not an accredited investor as defined under Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
• a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable within six months after that corporation or that trust has acquired the securities under Section 275 of the SFA except:
• to an institutional investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
• where no consideration is given for the transfer;
• where the transfer is by operation of law;
• as specified in Section 276(7) of the SFA; or
• as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.
Switzerland
The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering or marketing material relating to the offering, the issuer or the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, or FINMA, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of securities.
Israel
This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved by the Israel Securities Authority. In the State of Israel, this document is being distributed only to, and is directed only at, and any offer of the shares is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals”, each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors will be required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.
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United Kingdom
In relation to the United Kingdom, no securities have been offered or will be offered pursuant to the offer described herein to the public in the United Kingdom prior to the publication of a prospectus in relation to the securities which has been approved by the UK Financial Conduct Authority, except that the securities may be offered to the public in the United Kingdom at any time:
(i) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
(ii) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or
(iii) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”), provided that no such offer of the securities shall require the issuer or any underwriter to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
Each person in the United Kingdom who acquires any securities in the offer or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the issuer and the underwriters that it is a qualified investor within the meaning of the UK Prospectus Regulation.
In the case of any securities being offered to a financial intermediary as that term is used in Article 5(1) of the UK Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed to and with the issuer and the underwriters that the securities acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer to the public other than their offer or resale in the United Kingdom to qualified investors, in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale. Neither the issuer nor the underwriters have authorized, nor do they authorize, the making of any offer of securities through any financial intermediary, other than offers made by the underwriters which constitute the final placement of securities contemplated in this document.
The issuer and the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
For the purposes of this provision, the expression an “offer to the public” in relation to the securities in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribe for any securities and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018.
In the United Kingdom, this document is being distributed only to, and is directed only at, persons who are “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation who are also: (i) persons who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) persons falling within Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. Any investment or investment activity to which this document relates is available in the United Kingdom only to relevant persons and will be engaged in only with such persons.
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) may only be communicated or caused to be communicated in connection with the issue or sale of the securities in circumstances in which Section 21(1) of the FSMA does not apply. All applicable provisions of the FSMA and the Order must be complied with in respect of anything done by any person in relation to the securities in, from or otherwise involving the United Kingdom.
Cayman Islands
No offer or invitation, whether directly or indirectly, to subscribe for securities may be made to the public in the Cayman Islands.
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Legal matters
Reed Smith LLP, Dallas, Texas, is acting as counsel in connection with the registration of our securities under the Securities Act, and as such, will pass upon the validity of the securities offered in this prospectus with respect to units and warrants. Walkers (Cayman) LLP, will pass upon the validity of the securities offered in this prospectus with respect to the ordinary shares and matters of Cayman Islands law. In connection with this offering, DLA Piper LLP (US), is acting as counsel to the underwriters.
Experts
The financial statements of Praetorian Acquisition Corp. as of October 24, 2025, and for the period from September 29, 2025 (inception) through October 24, 2025, appearing in this prospectus have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
Where you can find additional information
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
Upon the effectiveness of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov.
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PRAETORIAN ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENTS
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholder and the Board of Directors of
Praetorian Acquisition Corp.:
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Praetorian Acquisition Corp. (the “Company”) as of October 24, 2025, and the related statements of operations, changes in shareholder’s equity, and cash flows for the period from September 29, 2025 (inception) through October 24, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 24, 2025, and the results of its operations and its cash flows for the period from September 29, 2025 (inception) through October 24, 2025, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Company’s Ability to Continue as Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company does not have sufficient cash and working capital to sustain its operations and the Company’s ability to execute its business plan is dependent upon its completion of the proposed initial public offering described in Note 1 to the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2025.
New York, New York
November 14, 2025
F-2
Table of Contents
PRAETORIAN ACQUISITION CORP.
BALANCE SHEET
OCTOBER 24, 2025
|
Assets:
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Prepaid expenses
|
|
$
|
25,000
|
|
|
Total current assets
|
|
|
25,000
|
|
|
Deferred offering costs
|
|
|
32,317
|
|
|
Total Assets
|
|
$
|
57,317
|
|
| |
|
|
|
|
|
Liabilities and Shareholder’s Equity:
|
|
|
|
|
|
Accrued expenses
|
|
$
|
5,404
|
|
|
Accrued offering costs
|
|
|
32,317
|
|
|
Promissory note – related party
|
|
|
12,420
|
|
|
Total Current Liabilities
|
|
|
50,141
|
|
| |
|
|
|
|
|
Commitments and Contingencies (Note 6)
|
|
|
|
|
| |
|
|
|
|
|
Shareholder’s Equity
|
|
|
|
|
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
|
|
—
|
|
|
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued or outstanding
|
|
|
—
|
|
|
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,433,333 shares issued and outstanding(1)
|
|
|
843
|
|
|
Additional paid-in capital
|
|
|
24,157
|
|
|
Accumulated deficit
|
|
|
(17,824
|
)
|
|
Total Shareholder’s Equity
|
|
|
7,176
|
|
|
Total Liabilities and Shareholder’s Equity
|
|
$
|
57,317
|
|
The accompanying notes are an integral part of the financial statements.
F-3
Table of Contents
PRAETORIAN ACQUISITION CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM SEPTEMBER 29, 2025 (INCEPTION) THROUGH OCTOBER 24, 2025
|
General and administrative expenses
|
|
$
|
17,824
|
|
|
Net loss
|
|
$
|
(17,824
|
)
|
| |
|
|
|
|
|
Basic and diluted weighted average Class B ordinary shares outstanding(1)
|
|
|
7,333,333
|
|
|
Basic and diluted net loss per Class B ordinary share
|
|
$
|
(0.00
|
)
|
The accompanying notes are an integral part of the financial statements.
F-4
Table of Contents
PRAETORIAN ACQUISITION CORP.
STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY
FOR THE PERIOD FROM SEPTEMBER 29, 2025 (INCEPTION) THROUGH OCTOBER 24, 2025
|
|
|
Class B
Ordinary shares
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Shareholder’s
Equity
|
| |
|
Shares
|
|
Amount
|
|
|
Balance as of September 29, 2025 (inception)
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Class B ordinary shares issued to Sponsor(1)
|
|
8,433,333
|
|
|
843
|
|
|
24,157
|
|
|
—
|
|
|
|
25,000
|
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,824
|
)
|
|
|
(17,824
|
)
|
|
Balance as of October 24, 2025
|
|
8,433,333
|
|
$
|
843
|
|
$
|
24,157
|
|
$
|
(17,824
|
)
|
|
$
|
7,176
|
|
The accompanying notes are an integral part of the financial statements.
F-5
Table of Contents
PRAETORIAN ACQUISITION CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 29, 2025 (INCEPTION) THROUGH OCTOBER 24, 2025
|
Cash flows from operating activities:
|
|
|
|
Net loss
|
|
$
|
(17,824
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
General and administrative expenses paid through promissory note – related party
|
|
|
12,420
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Accrued expenses
|
|
|
5,404
|
|
|
Net cash used in operating activities
|
|
|
—
|
|
| |
|
|
|
|
|
Net change in cash
|
|
|
—
|
|
|
Cash, beginning of the period
|
|
|
—
|
|
|
Cash, end of the period
|
|
$
|
—
|
|
| |
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
Deferred offering costs included in accrued offering costs
|
|
$
|
32,317
|
|
|
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
|
|
$
|
25,000
|
|
The accompanying notes are an integral part of the financial statements.
F-6
Table of Contents
PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1 — Organization and Business Operations
Praetorian Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 29, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.
As of October 24, 2025, the Company had not commenced any operations. All activity for the period from September 29, 2025 (inception) through October 24, 2025 relates to the Company’s formation and the Proposed Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The Company’s Sponsor is Praetorian Sponsor LLC (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 22,000,000 units at $10.00 per unit (the “Public Units”) (or 25,300,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3 (the “Proposed Public Offering”), and the sale of an aggregate of 4,670,000 Private Placement Warrants (the “Private Placement Warrants”) (or 5,000,000 Private Placement Warrants if the over-allotment option is exercised in full) to the Sponsor, at a price of $1.00 per warrant, or $4,670,000 in the aggregate (or $5,000,000 if the over-allotment option is exercised in full), in a private placement that will close simultaneously with the Proposed Public Offering. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).
The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
Upon the closing of the Proposed Public Offering, management has agreed that an aggregate of $10.00 per Unit sold in the Proposed Public Offering will be held in a Trust Account (the “Trust Account”) and may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as permitted withdrawals of up to $300,000 from interest earned on the Trust Account for working capital purposes per year (plus the rollover of unused amounts from prior years) (the “permitted withdrawals”), if any, the proceeds from the Proposed Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination
F-7
Table of Contents
PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1 — Organization and Business Operations (cont.)
within 24 months (or 27 months if the Company has executed a letter of intent for an initial Business Combination within 24 months from the closing of the Proposed Public Offering) from the closing of the Proposed Public Offering (as may be extended by shareholder approval to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate its initial Business Combination) or by such earlier liquidation date as our board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company for permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.00 per public share.
The Class A ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company for permitted withdrawals and up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Proposed Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.
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PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1 — Organization and Business Operations (cont.)
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
Going Concern Consideration
As of October 24, 2025, the Company had no cash and a working capital deficit of $25,141. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “ Financial Statement Presentation — Going Concern,” these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Proposed Public Offering. There is no assurance that the Company’s plans to raise capital will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial
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PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 2 — Summary of Significant Accounting Policies (cont.)
statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Deferred Offering Costs
The Company complies with the requirements of the FASB ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Proposed Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Proposed Public Offering proceeds from the Public Units between Class A ordinary shares and warrants, using the residual method by allocating Proposed Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption will be charged to temporary equity, and offering costs allocated to the warrants included in the Public and Private Placement Warrants will be charged to shareholder’s equity as the Public and Private Placement Warrants, after management’s evaluation, will be accounted for under equity treatment. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Net Loss Per Class B Ordinary Share
Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average Class B ordinary shares were reduced for the effect of an aggregate of 1,100,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). As of October 24, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B ordinary share for the period presented.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future
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PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 2 — Summary of Significant Accounting Policies (cont.)
taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of October 24, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Proposed Public Offering.
Warrant Instruments
The Company will account for the Warrants to be issued in connection with the Proposed Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and will classify the warrant instruments under equity treatment at their assigned values. There are no Warrants currently outstanding as of October 24, 2025.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on September 29, 2025, date of incorporation, as noted in Note 8.
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
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PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 3 — Proposed Public Offering
In the Proposed Public Offering, the Company will offer for sale up to 22,000,000 Units, (or 25,300,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.
Note 4 — Private Placement
The Sponsor in the Proposed Public Offering has committed to purchase an aggregate of 4,670,000 warrants (or 5,000,000 Private Placement Warrants if the over-allotment option is exercised in full), consisting of one Class A ordinary share and one-third of a warrant in which each whole warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $4,670,000 in the aggregate (or $5,000,000 if the over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of the Proposed Public Offering. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
The Private Placement Warrants will be identical to the warrants underlying the Public Units sold in the Proposed Public Offering except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) will be entitled to registration rights.
The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Proposed Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.
Note 5 — Related Party Transactions
Founder Shares
On October 14, 2025, the Company issued an aggregate of 8,433,333 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company. Up to 1,100,000 of the Founder Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised.
The Company’s Sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders
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PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 5 — Related Party Transactions (cont.)
with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.
Promissory Note — Related Party
The Sponsor has agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Proposed Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of January 31, 2026 or the closing date of the Proposed Public Offering. The loan will be repaid out of the $600,000 (or $682,500 if the over-allotment option is exercised in full) of offering proceeds that has been allocated to the payment of offering expenses. As of October 24, 2025, the Company had borrowed $12,420 under the promissory note.
Administrative Services Agreement
Commencing on the effective date of the Proposed Public Offering, the Company will enter into an agreement with the Sponsor or an affiliate to pay an aggregate of $25,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. As of October 24, 2025, such arrangements had not been executed.
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. As of October 24, 2025, no such Working Capital Loans were outstanding.
Note 6 — Commitments and Contingencies
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets,
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PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 6 — Commitments and Contingencies (cont.)
as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Registration Rights
The holders of the founder shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register for resale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters’ Agreement
The underwriters have a 45-day option from the date of the Proposed Public Offering to purchase up to an additional 3,300,000 Units to cover over-allotments, if any.
The underwriters will be entitled to a cash underwriting discount of $0.075 per Unit, or $1,650,000 in the aggregate (or $1,897,500 in the aggregate if the underwriters’ over-allotment option is exercised in full) (the “Base Fee”), payable to the underwriters upon the closing of the Proposed Public Offering. In addition, a payment of three percent of the gross proceeds of the Proposed Public Offering remaining in the Company’s Trust Account following shareholder redemptions, or up to $6,600,000 in the aggregate (or up to $7,590,000 if the overallotment option is exercised in full), is payable to the underwriters upon the completion of an initial Business Combination for deferred underwriting commissions.
The underwriters or its designees will receive compensation in addition to the underwriting discount, including 165,000 Class A ordinary shares (or 189,750 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full), upon the closing Proposed Public Offering.
Note 7 — Shareholder’s Equity
Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001. At October 24, 2025, there were no preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue a total of 300,000,000 Class A ordinary shares at par value of $0.0001 per share. At October 24, 2025, there were no Class A ordinary shares issued or outstanding.
Class B Ordinary Shares — The Company is authorized to issue a total of 30,000,000 Class B ordinary shares at par value of $0.0001 per share. On October 14, 2025, the Company issued an aggregate of 8,433,333 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company. The Founder Shares included an aggregate of up to 1,100,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full.
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PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 7 — Shareholder’s Equity (cont.)
The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately 24.9% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by our shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of association, such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares.
Warrants — No warrants are currently outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a
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PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 7 — Shareholder’s Equity (cont.)
warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.
Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Proposed Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
If the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:
• in whole and not in part;
• at a price of $0.01 per warrant;
• upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and
• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of our initial Business Combination and ending three business days before we send the notice of redemption to the warrant holders.
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PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 7 — Shareholder’s Equity (cont.)
Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
Note 8 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets.
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews key metrics, which include the following:
|
|
|
For the
Period from
September 29,
2025
(Inception)
Through
October 24,
2025
|
|
General and administrative expenses
|
|
$
|
17,824
|
The key measures of segment profit or loss reviewed by the CODM are general and administrative expenses. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Proposed Public Offering and eventually a Business Combination within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
F-17
Table of Contents
PRAETORIAN ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 9 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 14, 2025, the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
F-18
Table of Contents
22,000,000 Units
Praetorian Acquisition Corp.
______________________________________________
PRELIMINARY PROSPECTUS
, 2026
______________________________________________
Sole Book-Running Manager
Clear Street
Until , 2026 (25 days after the date of this prospectus), all dealers that buy, sell or trade our units, Class A ordinary shares or public warrants, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
Table of Contents
PART II
Information not required in prospectus
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:
|
Legal fees and expenses
|
|
$
|
250,000
|
|
Printing and engraving expenses
|
|
$
|
40,000
|
|
Trustee fees and expenses
|
|
$
|
40,000
|
|
Accounting fees and expenses
|
|
$
|
50,000
|
|
SEC/FINRA expenses
|
|
$
|
106,579
|
|
Nasdaq listing fees
|
|
$
|
80,000
|
|
Miscellaneous
|
|
$
|
33,421
|
|
Total
|
|
$
|
600,000
|
Item 14. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 15. Recent Sales of Unregistered Securities.
On October 14, 2025, our sponsor purchased, and the Company issued to the sponsor, 8,433,333 Class B ordinary shares for an aggregate purchase price of $25,000 (up to 1,100,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised). The sponsor purchased the founder shares for $0.003 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 25,300,000 units if the underwriters’ over-allotment option is exercised in full and therefore that such founder shares would represent approximately 24.9% of the outstanding shares after this offering. Up to 1,100,000 of these shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised.
II-1
Table of Contents
Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as the company’s sponsor in connection with this offering. The limited liability company agreement of our sponsor provides that its membership interests may only be transferred to our officers or directors or other persons affiliated with our sponsor, or in connection with estate planning transfers.
Our sponsor has committed, pursuant to a written agreement, to purchase from us 4,670,000 private warrants (5,000,000 to the extent the underwriters’ over-allotment option is exercised in full) at $1.00 per warrant (for an aggregate purchase price of $4,670,000 ($5,000,000 if the underwriters’ over-allotment option is exercised in full)). The private warrants will also be worthless if we do not complete our initial business combination. This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
Item 16. Exhibits and Financial Statement Schedules.
Exhibit Index
|
Exhibit No.
|
|
Description
|
|
1.1*
|
|
Form of Underwriting Agreement.
|
|
3.1**
|
|
Memorandum and Articles of Association.
|
|
3.2*
|
|
Form of Amended and Restated Memorandum and Articles of Association.
|
|
4.1*
|
|
Specimen Unit Certificate.
|
|
4.2*
|
|
Specimen Ordinary Share Certificate.
|
|
4.3*
|
|
Specimen Warrant Certificate (included as an exhibit to Exhibit 4.4).
|
|
4.4*
|
|
Form of Warrant Agreement between Odyssey Transfer and Trust Company and the Registrant.
|
|
5.1*
|
|
Opinion of Reed Smith LLP.
|
|
5.2*
|
|
Opinion of Walkers (Cayman) LLP, Cayman Islands counsel to the Registrant.
|
|
10.1*
|
|
Form of Letter Agreement among the Registrant, Praetorian Sponsor LLC and each of the officers and directors of the Registrant.
|
|
10.2*
|
|
Form of Investment Management Trust Agreement between Odyssey Transfer and Trust Company and the Registrant.
|
|
10.3*
|
|
Form of Registration Rights Agreement among the Registrant, Praetorian Sponsor LLC and the Holders signatory thereto.
|
|
10.4*
|
|
Form of Private Warrants Purchase Agreement between the Registrant and Praetorian Sponsor LLC.
|
|
10.5*
|
|
Form of Indemnity Agreement.
|
|
10.6**
|
|
Promissory Note, dated October 14, 2025, issued to Praetorian Sponsor LLC.
|
|
10.7**
|
|
Securities Subscription Agreement, dated October 14, 2025, between Praetorian Sponsor LLC and the Registrant.
|
|
10.8*
|
|
Form of Administrative Services Agreement.
|
|
14.1*
|
|
Form of Code of Ethics.
|
|
23.1*
|
|
Consent of WithumSmith+Brown, PC.
|
|
23.2*
|
|
Consent of Reed Smith LLP (included on Exhibit 5.1).
|
|
23.3*
|
|
Consent of Walkers (Cayman) LLP (included on Exhibit 5.2).
|
|
24.1**
|
|
Power of Attorney (included on the signature page hereto).
|
|
99.1*
|
|
Audit Committee Charter.
|
|
99.2*
|
|
Compensation Committee Charter.
|
|
99.3**
|
|
Consent of Erica Dorfman to be named as director nominee.
|
|
99.4**
|
|
Consent of Alex Elias to be named as director nominee.
|
|
99.5**
|
|
Consent of Nicole Seligman to be named as director nominee.
|
|
99.6**
|
|
Consent of Peter Ondishin to be named as director nominee.
|
|
107**
|
|
Filing Fee Table.
|
II-2
Table of Contents
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) For the purpose of determining liability under the Securities Act of 1933 of any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(4) For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
II-3
Table of Contents
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
II-4
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on the 16th day of January, 2026.
|
|
|
Praetorian Acquisition Corp.
|
| |
|
By:
|
|
/s/ Justin Di Rezze
|
| |
|
Name:
|
|
Justin Di Rezze
|
| |
|
Title:
|
|
Chief Executive Officer
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
|
Name
|
|
Position
|
|
Date
|
|
/s/ Justin Di Rezze
|
|
Chief Executive Officer and Director
|
|
January 16, 2026
|
|
Justin Di Rezze
|
|
(principal executive officer)
|
|
|
|
/s/ Peter Ondishin
|
|
Chief Financial Officer
|
|
January 16, 2026
|
|
Peter Ondishin
|
|
(principal financial and accounting officer)
|
|
|
II-5
Table of Contents
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this amended registration statement, solely in its capacity as the duly authorized representative of Praetorian Acquisition Corp., in Miami, Florida, on the 16th day of January, 2026.
|
|
|
By:
|
|
/s/ Justin Di Rezze
|
| |
|
Name:
|
|
Justin Di Rezze
|
| |
|
Title:
|
|
Chief Executive Officer
|
II-6
S-1/A
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Exhibit 1.1
22,000,000 Units
PRAETORIAN ACQUISITION CORP.
UNDERWRITING AGREEMENT
[__], 2026
Clear Street LLC
As Representative of the several
Underwriters
Clear Street LLC
150 Greenwich St.
Floor 45
New York, New York 10007
Ladies and Gentlemen:
Praetorian Acquisition Corp.,
a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Clear Street LLC (the
“Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters”
or, each underwriter individually, an “Underwriter”), as follows:
| 1. | Purchase and Sale of Securities. |
1.1 Firm Securities.
1.1.1 Purchase
of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein
set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to
purchase from the Company, severally and not jointly, an aggregate of 22,000,000 units (the “Firm Units”) of
the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts
and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.625 per Firm Unit. The Firm Units are to
be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm
Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one-third of one redeemable warrant (the “Warrant(s)”) to purchase one Class A Ordinary Share. The Class
A Ordinary Shares and the Warrants included in the Units (as defined below) will trade separately on the 52nd day following
the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence,
in no event will the Class A Ordinary Shares and the Warrants included in the Units (as defined below) trade separately until (i) the
Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K
that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Warrant Private
Placement (as defined in Section 1.5.3) and updated financial information with respect to any proceeds the Company receives from the exercise
of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has
filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin.
1.1.2 Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on [_______], 2026, in accordance
with Rule 15c6-1 of the Exchange Act (as defined in Section 2.1.2 below), at the offices of DLA Piper LLP (US), counsel to the Underwriters
(“DLA Piper”), or at such other place as shall be agreed upon by the Representative and the Company. The hour
and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units
shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $220,000,000 of the proceeds received
by the Company for the Firm Units and the sale of Placement Warrants (as defined in Section 1.5.3) shall be deposited in the trust account
(“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below),
as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement
(the “Trust Agreement”) between the Company and Odyssey Transfer and Trust Company (the “Trustee”).
The funds deposited in the Trust Account shall include an aggregate of $6,600,000 ($0.30 per Firm Unit), payable to the Underwriters as
Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense payments
or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon delivery to the Representative
of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the
Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in
such name or names and in such authorized denominations as the Representative may request in writing at least one (1) full Business Day
prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one
(1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon
tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders”
means the holders of Class A Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial
Shareholders (as defined below to the extent such Initial Shareholders acquire such Class A Ordinary Shares in the aftermarket (and solely
with respect to such Class A Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other
day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification,
commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,”
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York are generally open for use by customers on such day. For purposes of this Agreement, “Initial
Shareholders” shall mean the Sponsor (as defined in Section 1.5.1 hereof) and any other holders of Insider Shares (as defined
in Section 1.5.1 hereof) prior to the Offering (or their permitted transferees).
1.2 Over-Allotment Option.
1.2.1 Option
Units. The Representative is hereby granted an option (the “Over- allotment Option”) to purchase up to an
additional 3,300,000 units (the “Option Units”), the gross proceeds of which will be deposited in the Trust
Account, for the purposes of covering any over- allotments in connection with the distribution and sale of the Firm Units. Such Option
Units shall be identical in all respects to the Firm Units. Such Option Units shall be purchased for each account of the several Underwriters
in the same proportion as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto, bears
to the total number of Firm Units (subject to adjustment by the Representative to eliminate fractions). The Firm Units and the Option
Units are hereinafter collectively referred to as the “Units,” and the Units, the Class A Ordinary Shares and
the Warrants included in the Units, the Class A Ordinary Shares issuable upon exercise of the Warrants, are hereinafter referred to collectively
as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have
been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from
time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative
to the Company. The purchase price to be paid for each Option Unit will be the same price per Firm Unit set forth in Section 1.1.1 hereof.
1.2.2 Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at
any time) or any part (from time to time) of the Option Units within 45 days after the effective date (“Effective Date”)
of the Registration Statement. The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of
the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the
Representative, which must be confirmed in accordance with Section 10.1 herein setting forth the number of Option Units to be purchased
and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which will
not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed
upon by the Company and the Representative, at the offices of DLA Piper or at such other place (including remotely by facsimile or other
electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units
does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option,
the Company will become obligated to issue and sell to the Underwriters, and, subject to the terms and conditions set forth herein, the
Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3 Payment
and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds,
payable as follows: $9.925 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the
Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the
facilities of DTC) for the account of the Representative. The amount to be deposited in the Trust Account will include $0.30 per Option
Unit (up to $990,000), payable to the Underwriters, as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The certificates
representing the Option Units to be delivered will be in such denominations and registered in such names as the Representative requests
in writing not less than one full Business Day prior to the Closing Date or the Option Closing Date, as the case may be, and will be made
available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or
correspondent not less than one full Business Day prior to such Closing Date. The Company shall not be obligated to sell or deliver the
Option Units except upon tender of payment by the Underwriters for applicable Option Units.
1.3 Deferred
Underwriting Commission. The Underwriters agree that 3.0% of the gross proceeds from the sale of the Firm Units ($6,600,000) and the
Option Units (up to $990,000), if any (collectively, the “Deferred Underwriting Commission”), will be deposited
and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own
accounts upon consummation of the Company’s initial Business Combination, provided that the Deferred Underwriting Commission
shall be limited to the amount remaining in the Trust Account following distributions from the Trust Account to shareholders who properly
exercise their redemption rights. In the event that the Company is unable to consummate a Business Combination and the Trustee commences
liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall forfeit any rights or
claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit
in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. As used herein, the term “Business
Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination involving the Company, with one or more businesses or entities, as defined in the Company’s Amended and Restated Memorandum
and Articles of Association effective at the time and as amended (the “Charter Document”).
1.4 Representative
Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 165,000 Class A Ordinary Shares (the “Representative
Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to
an additional 24,750 Representative Shares. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative
Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would
result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to FINRA Rule
5110(e)(1)) following the commencement of the sale of the Firm Units to anyone other than to: (i) the Underwriters or an underwriter or
selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person or affiliate of the Underwriters
or selected dealer. On and after the 181st day following the commencement of the sale of the Firm Units, transfers to others may be made
subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative
Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters have agreed, and will
cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the
Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its redemption rights
with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to
approve an amendment to the provisions of the Company’s Charter Document (A) to modify the substance or timing of the Company’s
obligation to allow redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s
public shares if the Company does not complete its initial Business Combination within 24 months from the Closing (or up to 27 months
if the period of time to consummate a Business Combination is extended, as described in more detail in the Registration Statement, the
Statutory Prospectus or the Final Prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial
business combination activity, and (c) to waive its rights to liquidating distributions from the Trust Account with respect to such shares
if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter
Document.
1.5 Private Placements.
1.5.1 Insider
Shares. On October 14, 2025, the Company issued 8,433,333 Class B ordinary shares (the “Class B Ordinary Shares,”
together with Class A Ordinary Shares, the “Ordinary Shares”), par value $0.0001 (the “Insider Shares”)
to Praetorian Sponsor LLC (the “Sponsor”) for an aggregate purchase price of $25,000. No underwriting
discounts, commissions, or placement fees have been or will be payable in connection with the purchase of the Insider Shares. Except as
described in the Registration Statement, none of the Insider Shares nor any Class A Ordinary Shares issuable upon the conversion thereof
may be sold, assigned or transferred by the Initial Shareholders until the earlier to occur of: (i) six months after the completion of
the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after the initial Business Combination,
and (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization, restructuring or other similar
transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange
their Class A ordinary shares for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer
as set forth in the Insider Letters (as defined in Section 2.21.1 herein).
1.5.2 The
holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the
event the Company fails to consummate a Business Combination within 24 months (or up to 27 months, if applicable) from the closing of
the Offering. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that
the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Insider Shares (up to 1,100,000
Insider Shares) such that the Insider Shares then outstanding will comprise approximately 24.9% of the issued and outstanding shares of
the Company (but not including any Placement Shares (as defined in Section 1.5.4 herein)) after giving effect to the Offering and exercise,
if any, of the Over-allotment Option.
1.5.3 Warrants
Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant
to a Private Placement Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,670,000 private placement warrants
of the Company, at a purchase price of $1.00 per warrant (the “Placement Warrants”) in a private placement (the
“Warrant Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended
(the “Act”) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Warrants are as described in
the Prospectus. On the Option Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Warrant Purchase
Agreement, up to an additional 330,000 Placement Warrants (the “Option Placement Warrants”) at a purchase price
of $1.00 per Option Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section
4(a)(2) of the Act.
The purchase price for the
Placement Warrants and Option Placement Warrants to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company
or the Representative, either case, to be held in a separate escrow account at least 24 hours prior to the date hereof so that such funds
are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.
1.5.4 The
Placement Warrants, the Option Placement Warrants, the Class A Ordinary Shares comprising part of the Placement Warrants and the Option
Placement Warrants (the “Placement Shares”) and the Warrants comprising part of the Placement Warrants and the
Option Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to
collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been
or will be payable in connection with the Placement Securities sold in the Warrant Private Placement. The Public Securities, the Representative
Shares, the Placement Securities, and the Insider Shares are hereinafter referred to collectively as the “Securities.”
1.6 Working
Capital. Upon consummation of the Offering, approximately $2,420,000 of the net proceeds from the sale of Units and Placement Warrants
will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.
1.7 Interest
Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on
the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any
income taxes incurred by the Company, up to $300,000 annually (plus the rollover of unused amounts from prior years) for permitted withdrawals,
and up to $100,000 for liquidation expenses, all as more fully described in the Prospectus.
| 2. | Representations and Warranties of the Company. |
The Company represents and warrants to
the Underwriters as follows:
2.1 Filing of Registration Statement.
2.1.1 Pursuant
to the Act. The Company has filed with the Commission a registration statement and any amendment thereto, on Form S-1 (File No. 333-291569),
including any related preliminary prospectus (the “Preliminary Prospectus,” including any prospectus that is
included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of
the Public Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity
with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under
the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form,
have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission
at the time the registration statement became effective, including the prospectus, financial statements, schedules, exhibits and all other
documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to
Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering
additional Public Securities, if any (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration
Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if
applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the
Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.”
For purposes of this Agreement, “Applicable Time,” means [______][a.m./p.m.] New York City time, on the date
of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration
Statement filed on [___], 2026 for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable
Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters
between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has
been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act
pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof.
2.1.2 Pursuant
to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-[_]) providing
for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units,
the Class A Ordinary Shares, the Warrants and the Representative Shares. The registration of the Units, the Class A Ordinary Shares, the
Warrants and the Representative Shares under the Exchange Act has been declared effective by the Commission on the date hereof and the
Units, the Class A Ordinary Shares, the Warrants and the Representative Shares have been registered pursuant to Section 12(b) of the Exchange
Act.
2.1.3 No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state or
other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration
Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s
knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
2.2 Disclosures in Registration Statement.
2.2.1 10b-5
Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the
Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration
Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein
in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and
the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements
thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or
the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not,
include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time, did not
include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus
was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities
or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first
filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto
complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable
provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The representations and warranties made in this Section 2.2.1 do not apply to statements made or statements omitted in reliance upon and
in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use
in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties
acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of
the Underwriters, the number of Units being purchased by each Underwriter, information regarding selling concessions to dealers, the information
with respect to stabilization transactions contained in the section entitled “Underwriting - Stabilization and Other Transactions”
and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively,
the “Underwriters’ Information”).
2.2.2 Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Statutory Prospectus and the Prospectus conform
to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required to be described
in the Registration Statement, the Statutory Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration
Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which
the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration
Statement, Statutory Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that is material to the Company’s business,
has been duly authorized and validly executed by the Company, is in full force and effect and is enforceable against the Company and,
to the Company’s knowledge, assuming reasonable inquiry, the other parties thereto, in accordance with its terms, except (x) as
such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally,
(y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities
laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement or instrument has
been assigned by the Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry, any other party
is in breach or default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred that, with
the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge,
assuming reasonable inquiry, the performance by the Company of the material provisions of such agreements or instruments will not result
in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic
or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to
environmental laws and regulations.
2.2.3 Prior
Securities Transactions. Except as disclosed in the Registration Statement, the Statutory Prospectus and Prospectus, no securities
of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled
by, or under common control with the Company since the date of the Company’s formation, except as disclosed in the Registration
Statement.
2.2.4 Regulations.
The disclosures in the Registration Statement, the Statutory Prospectus and Prospectus concerning the effects of federal, foreign, state
and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to
state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.
2.3 Changes After Dates in Registration Statement.
2.3.1 No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Statutory
Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition,
financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company,
other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board
of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place
which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors
or management to act in their capacities with the Company as described in the Registration Statement, the Statutory Prospectus and the
Prospectus.
2.3.2 Recent
Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Statutory
Prospectus and the Prospectus, and except as may otherwise be disclosed, indicated or contemplated herein or therein, the Company has
not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or
paid any dividend or made any other distribution on or in respect to its share capital.
2.4 Independent
Accountants. WithumSmith+Brown, PC (“Withum”), whose report is filed with the Commission as part of, and
is included in, the Registration Statement, the Statutory Prospectus, and the Prospectus, are independent registered public accountants
as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), including
the rules and regulations promulgated by such entity. To the Company’s knowledge, assuming reasonable inquiry, Withum is currently
registered with the PCAOB and in good standing. Withum has not, during the periods covered by the financial statements included in the
Registration Statement, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used
in Section 10A(g) of the Exchange Act.
2.5 Financial Statements; Statistical Data.
2.5.1 Financial
Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement,
the Statutory Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the
Company at the dates and for the periods to which they apply; such financial statements have been prepared in conformity with United States
generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and
the supporting schedules included in the Registration Statement, the Statutory Prospectus and the Prospectus present fairly the information
required to be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are required to
be included or incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus. The Registration Statement,
the Statutory Prospectus and the Prospectus disclose all material off- balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material
current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity,
capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro forma or as adjusted financial
statements which are required to be included in the Registration Statement, the Statutory Prospectus and the Prospectus in accordance
with Regulation S-X or Form 10 that have not been included as so required.
2.5.2 Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Statutory Prospectus and/or
the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate,
and such data agree with the sources from which they are derived.
2.6 Authorized
Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Statutory Prospectus,
and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement,
the Statutory Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Statutory Prospectus,
and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted share capitalization
set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Statutory Prospectus and the Prospectus,
on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other
rights to purchase or otherwise acquire any authorized but unissued Class A Ordinary Shares or any security convertible into Class A Ordinary
Shares, or any contracts or commitments to issue or sell Class A Ordinary Shares or any such options, warrants, rights or convertible
securities.
2.7 Valid Issuance of Securities.
2.7.1 Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have
been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect
thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation
of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized
and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration
Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding securities of the Company
were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or exempt from such registration
requirements (based in part on the representations and warranties of the purchasers of such securities).
2.7.2 Public
Securities; Representative Shares. The Public Securities and the Representative Shares have been duly authorized and reserved for
issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders
thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and the Representative
Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights
granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities
and the Representative Shares has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate
law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material
respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case
may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type
of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company
in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may
be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought. The Class A Ordinary Shares issuable upon exercise of the Warrants have been reserved for issuance and upon the exercise
of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof, such Class A Ordinary
Shares will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not
be subject to personal liability by reason of being such holders.
2.7.3 Placement Securities.
2.7.3.1 The
Placement Warrants constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called
for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective
terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities
laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought. The Placement Securities have been duly
authorized and reserved for issuance and when issued and paid for in accordance with the Private Placement Warrant Purchase Agreement
and the Warrant Agreement (as defined in Section 2.23), will be validly issued, fully paid and non-assessable; the holders thereof are
not and will not be subject to personal liability by reason of being such holders; the Placement Securities are not and will not be subject
to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate
action required to be taken for the authorization, issuance and sale of the Placement Securities has been duly and validly taken. The
Placement Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory
Prospectus, and the Prospectus, as the case may be.
2.7.4 No
Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities
which are required to be or may be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public
Securities pursuant to the Registration Statement or the Placement Securities in the Warrant Private Placement.
2.8 Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Statutory Prospectus, the Prospectus and the Registration
Rights Agreement (as defined in Section 2.21.3), no holders of any securities of the Company or any rights exercisable for or convertible
or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under
the Act or to include any such securities in a registration statement to be filed by the Company.
2.9 Validity
and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1), the Trust Agreement, the Registration
Rights Agreement, the Warrant Agreement, and the Private Placement Warrant Purchase Agreement (collectively, the “Transaction
Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the
other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance
with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under
the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.10 No
Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company
of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will
not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of
the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any
lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition,
covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement;
(ii) result in any violation of the provisions of the Charter Document; or (iii) violate any existing applicable statute, law, rule, regulation,
judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its
properties, assets or business constituted as of the date hereof.
2.11 No
Defaults; Violations. No default or violation exists in the due performance and observance of any term, covenant or condition of any
license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing
an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be
bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision
of its Charter Document or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any
governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.
2.12 Corporate
Power; Licenses; Consents.
2.12.1 Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders,
licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to
conduct its business for the purpose as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The disclosures
in the Registration Statement, the Statutory Prospectus and the Prospectus concerning the effects of foreign, federal, state and local
regulation on this Offering and the Company’s business purpose as currently contemplated are correct in all material respects and
do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred
no liabilities other than in connection with its formation and in furtherance of this Offering.
2.12.2 Transactions
Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the
provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection herewith have been obtained.
No consent, authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required
for the valid issuance, sale and delivery, of the Public Securities and the Placement Securities and the consummation of the transactions
and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and
the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated
by FINRA.
2.13 D&O
Questionnaires. All information contained in the questionnaires (“Questionnaires”) completed by each of
the Company’s officers, directors and the Sponsor (collectively, the “Insiders”) and provided to the Representative
and its counsel and the biographies of the Insiders contained in the Registration Statement, Statutory Prospectus and the Prospectus (to
the extent a biography is contained) is true and correct and the Company has not become aware of any information which would cause the
information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete.
2.14 Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s
knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that has not been disclosed, that is required
to be disclosed, in the Registration Statement, the Statutory Prospectus, the Prospectus or the Questionnaires.
2.15 Good
Standing. The Company has been duly incorporated and is validly existing as an exempted company and is in good standing under the
laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where
the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects,
business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material
Adverse Effect”).
2.16 No
Contemplation of a Business Combination. The Company has not identified any Business Combination target (each a “Target
Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly,
with any Target Business.
2.17 Transactions Requiring Disclosure to FINRA.
2.17.1 Finder’s
Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting
or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements
or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’
compensation, as determined by FINRA.
2.17.2 Payments
Within 180 Days. Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, and except
for reimbursement of out-of-pocket expenses, the Company has not made any direct or indirect payments (in cash, securities or otherwise)
to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company
or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity
that has any direct or indirect affiliation or association with any FINRA member, within the 180-day period prior to the initial filing
of the Registration Statement, other than the prior payments to the Representative in connection with the Offering. The Company has not
issued any warrants or other securities, or granted any options, directly or indirectly, to anyone who is a potential underwriter in the
Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing
date of the Registration Statement. To the Company’s knowledge, no person to whom securities of the Company have been privately
issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or
association with any member of FINRA participating in the Offering. Except with respect to the Representative in connection with the Offering,
the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type
of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement
or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities
from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the
Offering and/or any related persons.
2.17.3 FINRA
Affiliation. Other than as disclosed to the Representative or as described in the Registration Statement, the Statutory Prospectus
and the Prospectus, to the Company’s knowledge, assuming reasonable inquiry, no officer or director or any direct or indirect beneficial
owner (including the Insiders) of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless
of the time acquired or the source from which derived) has any direct or indirect affiliation or association with any FINRA member (as
determined in accordance with the rules and regulations of FINRA). The Company will advise the Representative if it learns that any officer
or director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate or associated person of a FINRA
member participating in the Offering.
2.17.4 Share
Ownership. To the Company’s knowledge, assuming reasonable inquiry, no officer or director or any direct or indirect beneficial
owner (including the Insiders) of any class of the Company’s securities is an owner of shares or other securities of any member
of FINRA participating in the Offering (other than securities purchased on the open market).
2.17.5 Loans.
To the Company’s knowledge, assuming reasonable inquiry, no officer or director or any direct or indirect beneficial owner (including
the Insiders) of any class of the Company’s securities has made a subordinated loan to any member of FINRA participating in the
Offering.
2.17.6 Proceeds
of the Offering. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities
will be paid to any FINRA member participating in the Offering, or any persons associated or affiliated with a member of FINRA participating
in the Offering, except as specifically authorized herein.
2.17.7 Conflicts
of Interest. To the Company’s knowledge, except as described in the Registration Statement, the Statutory Prospectus and the
Prospectus, no FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a
“conflict of interest” exists when a member of FINRA and/or its associated persons, parent or affiliates in the aggregate
beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s
preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers
which are members of FINRA.
2.18 Taxes.
2.18.1 There
are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision
of the United States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the
Company of the Public Securities.
2.18.2 The
Company has filed all foreign, U.S. federal, state and local tax returns required to be filed with taxing authorities prior to the date
hereof in a timely manner or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes shown as due
on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the
extent that any of the foregoing is due and payable. The Company has made appropriate provisions in the applicable financial statements
referred to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior
periods as to which the tax liability of the Company has not been finally determined.
2.19 Foreign Corrupt Practices Act; Anti-Money Laundering; Patriot Act.
2.19.1 Foreign
Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders
or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit
(other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a
customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or
any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder
the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to
any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a
Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company.
The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply
in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.19.2 Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with
(i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of
1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines,
issued, administered or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, assuming reasonable inquiry, threatened.
2.19.3 Patriot
Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy
Act of 1970, as amended, or the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.
2.20 Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to
the Representative or to DLA Piper shall be deemed a representation and warranty by the Company to the Underwriters as to the matters
covered thereby.
2.21 Agreements
With Insiders.
2.21.1 Insider
Letter. The Company has caused to be duly executed a legally binding and enforceable agreement (except (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability
of any indemnification, contribution or non-compete provision may be limited under foreign, federal and state securities laws, and (iii)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought), a form of which is annexed as an exhibit to the Registration
Statement (the “Insider Letter”), pursuant to which each of the Insiders of the Company agree to certain matters.
The Insider Letter shall not be amended, modified or otherwise changed without the prior written consent of the Representative.
2.21.2 Private
Placement Warrant Purchase Agreement. The Sponsor has executed and delivered a Private Placement Warrant Purchase Agreement, the form
of which is filed as an exhibit to the Registration Statement (the “Private Placement Warrant Purchase Agreement”),
pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price
for the Placement Warrants and the Option Placement Warrants as provided for in such Private Placement Warrant Purchase Agreement. Pursuant
to the Private Placement Warrant Purchase Agreement, (i) the Sponsor has waived any and all rights and claims it may have to any proceeds,
and any interest thereon, held in the Trust Account in respect of the Placement Securities, and (ii) except as provided otherwise regarding
the Option Placement Warrants, the proceeds from the sale of the Placement Securities will be deposited by the Company in the Trust Account
in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Private Placement Warrant Purchase Agreement.
2.21.3 Registration
Rights Agreement. The Company and the Initial Shareholders have entered into a Registration Rights Agreement (“Registration
Rights Agreement”) substantially in the form filed as an exhibit to the Registration Statement, whereby such parties will
be entitled to certain registration rights with respect to the securities they hold or may hold, as set forth in such Registration Rights
Agreement and described more fully in the Registration Statement, the Statutory Prospectus and the Prospectus.
2.21.4 Loans.
The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”)
pursuant to a promissory note substantially in the form filed as an exhibit to the Registration Statement. The Insider Loans do not bear
any interest and are repayable by the Company on the earlier of January 31, 2026 or the consummation of the Offering.
2.22 Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and
the Warrant Private Placement substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the funds
held in the Trust Account may be released under limited circumstances. The Trust Agreement shall not be amended, modified, or otherwise
changed in any way that modifies the rights or obligations of the Company without the prior written consent of the Representative.
2.23 Warrant
Agreement. The Company has entered into a warrant agreement with respect to the Warrants with Odyssey Transfer and Trust Company as
warrant agent (substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”).
2.24 No
Existing Non-Competition Agreements. No Insider is subject to any non- competition agreement or non-solicitation agreement with any
employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except
as disclosed in the Registration Statement.
2.25 Investments.
No more than 40% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment
Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after
taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company
Act) or money market funds meeting the conditions of Rule 2a-7 under the Investment Company Act.
2.26 Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Statutory Prospectus and Prospectus will not be required, to register as an “investment
company” under the Investment Company Act.
2.27 Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business
entity.
2.28 Related
Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on
the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Statutory
Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances
for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or for the benefit of any of
the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement,
the Statutory Prospectus and Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed
an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
2.29 No
Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention
of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or
supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable
information about the Company or any such affiliate.
2.30 Sarbanes-Oxley.
The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended,
and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory
entity or agency, that are applicable to it as of the date hereof.
2.31 Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date
and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other
than the Statutory Prospectus and the Prospectus, in each case as supplemented and amended.
2.32 Nasdaq
Stock Market. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory
distribution, on The Nasdaq Stock Market LLC (“Nasdaq”), and the Company knows of no reason or set of facts
that is likely to adversely affect such authorization.
2.33 Board
of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”
or “Director nominees” under the heading of the Statutory Prospectus and the Prospectus captioned “Management.”
As of the Effective Date, the qualifications of the persons serving as members of the Board of Directors and the overall composition of
the Board of Directors will comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq that
are, in each case, applicable to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable
requirements under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq.
2.34 Emerging
Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,”
as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.35 No
Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer,
or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act)
connected with the Company in any capacity at the Applicable Time (each, a “Company Covered Person” and, together,
“Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule
506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered
by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a
Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has
furnished to the Underwriters a copy of any disclosures provided thereunder.
2.36 Free-Writing
Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer
free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications
with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the
Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has not authorized anyone to engage
in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative. The
Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto. “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.
2.37 Dividends
and Distributions. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, under current laws
and regulations of the Cayman Islands and any political subdivision thereof, all dividends and other distributions declared and payable
on the Securities may be paid by the Company to the holder thereof in United States dollars and all such payments made to holders thereof
or therein who are non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations
of the Cayman Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any
other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and
without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority
thereof or therein.
| 3. | Covenants of the Company. |
The Company covenants and agrees as follows:
3.1 Amendments
to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration
Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any
such amendment or supplement to which the Representative reasonably objects in writing.
3.2 Federal Securities Laws.
3.2.1 Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use its best efforts to comply with all
requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act, as from
time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the
provisions hereof and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required
to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel
for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Company
will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment
or supplement in accordance with Section 10 of the Act.
3.2.2 Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the Commission
pursuant to the requirements of Rule 424 of the Regulations.
3.2.3 Exchange
Act Registration. The Company will use its best efforts to maintain the registration of the Public Securities under the provisions
of the Exchange Act (except in connection with a going-private transaction) for a period of five years from the Effective Date, or until
the Company is required to be liquidated or is acquired, if earlier. The Company will not deregister the Public Securities under the Exchange
Act without the prior written consent of the Representative.
3.2.4 Exchange
Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and
dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)
such statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.
3.2.5 Sarbanes-Oxley
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain
material compliance with each applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder
and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction
over the Company.
3.3 Free-Writing
Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free
writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as
defined in Rule 405.
3.4 Delivery
to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period
when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary Prospectus
and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement
thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed Registration Statements, including exhibits,
and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all manually
executed consents of certified experts.
3.5 Effectiveness
and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement to remain
effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration
Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus
or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities
commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction
or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing
of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional
information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company, makes any statement
of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration
Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not
misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at
any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
3.6 Affiliated
Transactions.
3.6.1 Business
Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i)
the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation
opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s
disinterested and independent directors (if there are any) approve such transaction.
3.6.2 Compensation
to Insiders. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company shall not
pay any of the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior
to, or in connection with, the consummation of a Business Combination.
3.7 Reports
to the Representative. For a period of five years from the Effective Date or until such earlier time upon which the Company is required
to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and its
counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally
to holders of any class of its securities, and promptly furnish to the Underwriters, (i) a copy of each periodic report the Company shall
be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company
or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K or Schedule 13D, 13G, 14D-1 or 13E-4
received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under
the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the
Company as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by the Company,
a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection
with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR system shall be
deemed to have been delivered to the Representative pursuant to this Section.
3.8 Transfer
Agent. For a period of five years following the Effective Date or until such earlier time upon which the Company is required to be
liquidated, the Company shall retain a transfer agent and warrant agent.
3.9 Payment
of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid
at the Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including
but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing
and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Statutory Prospectus and
the Prospectus, including any pre- or post- effective amendments or supplements thereto, and the printing and mailing of this Agreement
and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters
in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s
management team and directors, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Class A Ordinary Shares
and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering
the Offering with FINRA, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the
Company and the Underwriters together determine, (vii) all fees and disbursements of the transfer agent and warrant agent, (viii) all
of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative
and any presentations made available by way of a net roadshow, including, without limitation, trips for the Company’s management
to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management,
(ix) the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory
to the Representative and Lucite cube mementos in such quantities as the Representative and the Company may mutually agree, (x) all other
costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically
provided for in this Section 3.9 and (xi) the fees and expenses of the Underwriters’ outside counsel; provided however, the out-of-pocket
accountable expense reimbursement to be or paid on behalf of the Representative by the Company shall be up to an amount equal to $100,000.
3.10 Application
of Net Proceeds. The Company will apply the net proceeds from the Offering and Warrant Private Placement and received by it in a manner
consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.11 Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth full calendar month following the Effective Date, an earnings statement (which need
not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations, but
which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve consecutive months
beginning after the Effective Date.
3.12 Notice to FINRA.
3.12.1 Notice
to FINRA. For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA
affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other
services in connection therewith, the Company will provide the following to FINRA and the Representative prior to the consummation of
a Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification
as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related
person” with respect to the Offering, as such term is defined in Rule 5110 of the FINRA Manual. The Company also agrees that, if
required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement
which the Company will file with the Commission in connection with a Business Combination.
3.12.2 FINRA.
The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater shareholder
of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Public Securities.
3.12.3 Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become
a member of FINRA, it shall promptly notify FINRA.
3.13 Stabilization.
Neither the Company, nor to its knowledge, assuming reasonable inquiry, any of its employees, directors or shareholders (without the consent
of the Representative) has taken and the Company will not take, and has directed its employees, directors and shareholders not to take,
directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under
the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of the Units.
3.14 Payment
of Deferred Underwriting Commission on Business Combination. Upon the consummation of the Company’s initial Business Combination,
the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Underwriters,
in accordance with Section 1.3.
3.15 Internal
Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.16 Accountants.
Until the earlier of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain an independent registered public accounting firm.
3.17 Form
8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance
sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company
of the proceeds of the Offering and the Warrant Private Placement. Within four (4) Business Days after the Closing Date, the Company shall
file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements. Promptly
after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company shall file with the Commission
a Current Report on Form 8-K or an amendment to the Form 8-K to provide updated financial information to reflect the exercise of such
option.
3.18 Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions
contemplated hereby shall have been done to the reasonable satisfaction of the Representative (or its counsel).
3.19 Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for
in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise use its reasonable best efforts to conduct its business
in a manner so that it will not become subject to the Investment Company Act.
3.20 Amendments
to Charter Document. The Company covenants and agrees that prior to its initial Business Combination it will not seek to amend or
modify its Charter Document, except as set forth therein.
3.21 Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s
prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date. Notwithstanding
the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required
by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter.
3.22 Insurance.
The Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company,
its directors and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities
or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws).
3.23 Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but
in no event later than one (1) Business Day from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters
in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment
or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the
Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units for at least the period
during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same information
as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated
electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate
narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper
format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously
ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription to the
Internet as a whole and for on-line time).
3.24 Private
Placement Proceeds. On the Closing Date, the Company shall cause to be deposited such portion of the proceeds from the Warrant Private
Placement, as is necessary such that $220,000,000 ($10.00 per Public Share) is held in the Trust Account. On the Option Closing Date,
if any, the Company shall cause to be deposited, if not previously deposited, such additional portion of the proceeds from the Warrant
Private Placement, as is necessary, such that if the over-allotment option is exercised in full, $253,000,000 ($10.00 per Public Share)
is held in the Trust Account.
3.25 Future
Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private
equity or debt financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive,
in writing, any rights in or claims against the Trust Account.
3.26 Amendments
to Agreements. The Company shall not amend, modify or otherwise change the Trust Agreement, the Registration Rights Agreement, the
Warrant Agreement, the Private Placement Warrant Purchase Agreement or the Insider Letter without the prior written consent of the Representative
which will not be unreasonably withheld. Furthermore, the Trust Agreement shall provide that the Trustee is required to obtain a joint
written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account
from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of
any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent
of the Representative.
3.27 Nasdaq.
Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Securities
on Nasdaq or a national securities exchange acceptable to the Representative.
3.28 Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable
upon exercise of the Warrants.
3.29 Notice
of Disqualification Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification
Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event
relating to any Company Covered Person.
3.30 [Reserved.]
3.31 Emerging
Growth Company Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company
at any time prior to the earlier of five years after the consummation of the Company’s initial Business Combination, or the liquidation
of the Trust Account if a Business Combination is not consummated as required by its Charter Document (the “Termination Date”).
3.32 Review
of Financial Statements. Until the earlier of five years from the Effective Date or until the liquidation of the Trust Account if
a Business Combination is not consummated by the Termination Date, the Company, at its expense, shall cause its regularly engaged independent
certified public accountants to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters
prior to the announcement of quarterly financial information and the filing of the Company’s Form 10-Q quarterly report.
3.33 [Reserved.]
3.34 Business
Combination Matters.
3.34.1 Assignment
and Assumption of Indemnification. The Company shall include in the definitive agreement with respect to the initial Business Combination
(the “Business Combination Agreement”) (i) a covenant for the assignment and assumption, by the public entity
resulting from the initial Business Combination, of all of the Company’s indemnification obligations under Section 5 hereof and
(ii) that the Underwriters may rely on the representations and warranties contained therein as if they were a party thereto.
3.34.2 Business
Combination Announcement. In the event that the Company desires or is required by an applicable law or regulation to cause an announcement
(the “Business Combination Announcement”) to be placed in The Wall Street Journal, The New York Times or any
other news or media publication or outlet or to be made via a public filing or submission with the Commission announcing the consummation
of the Business Combination that indicates that the Underwriters were the underwriters in the Offering, the Company shall supply the Representative
with a draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment
thereon, subject to the agreement of the Underwriters to keep confidential such draft announcement in accordance with the Representative’s
standard policies regarding confidential information.
| 4. | Conditions of Underwriters’ Obligations. |
The obligations of the Underwriters
to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties
of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements
of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and
to the following conditions:
4.1 Regulatory
Matters.
4.1.1 Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 5:00 p.m., New York time, on the
date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing
Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and
no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the
part of the Commission for additional information shall have been complied with to the reasonable satisfaction of DLA Piper.
4.1.2 FINRA
Clearance. By the Effective Date, the Underwriters shall have received clearance from FINRA as to the amount of compensation allowable
or payable to the Underwriters as described in the Registration Statement.
4.1.3 No
Commission Stop Order. At the Closing Date and on each Option Closing Date, the Commission has not issued any order or threatened
to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted
or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
4.1.4 Nasdaq.
The Public Securities shall have been approved for listing on Nasdaq, subject to official notice of issuance and evidence of satisfactory
distribution, satisfactory evidence of which shall have been provided to the Representative.
4.2 Company
Counsel Matters.
4.2.1 Closing
Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall
have received the favorable opinions and negative assurance statements of each of Reed Smith LLP and Walkers (Cayman) LLP, dated the Closing
Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and
in form and substance satisfactory to the Representative and DLA Piper.
4.2.2 Reliance.
In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written
statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the
corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to
the Representative’s counsel if requested.
4.3 Underwriter
Counsel Matters.
4.3.1 Closing
Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall
have received the favorable opinions and negative assurance statements of DLA Piper, dated as of the Closing Date or the Option Closing
Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory
to the Representative.
4.3.2 Reliance.
In rendering such opinions, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates or other written
statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the
corporate existence or good standing of the Company.
4.4 Comfort
Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall
have received a letter, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory
in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative
from Withum dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date, if any:
4.4.1 Confirming
that they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations and that
they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary Prospectus,
Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the
Exchange Act;
4.4.2 Stating
that in their opinion the financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the
Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations
thereunder;
4.4.3 Stating
that, on the basis of their review, which included a reading of the latest available unaudited interim financial statements of the Company
(with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes
of the shareholders and Board of Directors and the various committees of the Board of Directors, consultations with officers and other
employees of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come
to their attention that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration
Statement, the Statutory Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting
requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent
with that of the audited financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the
Prospectus, or (b) at a date immediately prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was
any change in the share capital or long-term debt of the Company, or any decrease in the shareholders’ equity of the Company as
compared with amounts shown in the most recent balance sheet included in the Registration Statement, the Statutory Prospectus and the
Prospectus, other than as set forth in or contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus or,
if there was any decrease, setting forth the amount of such decrease, and (c) during the period from the most recent balance sheet included
in the Registration Statement, to a specified date immediately prior to the Effective Date, Closing Date or Option Closing Date, as the
case may be, there were any changes in revenues, net earnings (losses) or net earnings (losses) per Ordinary Share, in each case as compared
with the Statement of Operations from September 29, 2025 (inception) through October 24, 2025, included in the Registration Statement,
the Statutory Prospectus and the Prospectus, or, if there was any such change, setting forth the amount of such change;
4.4.4 Setting
forth, at a date not later than five days prior to the Effective Date, the amount of liabilities of the Company (including a break-down
of commercial papers and notes payable to banks);
4.4.5 Stating
that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial
information pertaining to the Company set forth in the Registration Statement, the Statutory Prospectus and the Prospectus in each case
to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records,
including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained
from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination
in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement;
4.4.6 Stating
that they have not, since the Company’s incorporation, brought to the attention of the Company’s management any reportable
condition related to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication
of Internal Control Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and
4.4.7 Statements
as to such other matters incident to the transaction contemplated hereby as the Representative or its counsel may reasonably request,
including: (i) that Withum is registered with the Public Company Accounting Oversight Board; (ii) that Withum has sufficient assets and
insurance to pay for any liability incurred by it relating to providing the letter; and (iii) that Withum is not insolvent.
4.5 Officers’
Certificates.
4.5.1 Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Chairman of the Board of Directors or the Chief Executive Officer of the Company (in their capacities as
such), dated as of the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed
all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and
as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been
satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties
of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further
certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
4.5.2 Officer’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by a director or an officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively,
certifying (i) that the Charter Document is true and complete, have not been modified and are in full force and effect, (ii) that the
resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are in full force
and effect and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel
and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (v)
as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
4.6 No
Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material
adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities,
financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and
the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any
Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision,
ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as
set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings
therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and
(iv) the Registration Statement, the Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all
material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material
respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Statutory Prospectus, nor the
Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading.
4.7 Delivery
of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.
4.8 Placement
Warrants. On the Closing Date and the Option Closing Date, as applicable, the Placement Warrants and Option Placement Warrants have
been purchased as provided for in the Private Placement Warrant Purchase Agreement and the requisite portion of the purchase price for
such securities specified herein and therein shall be deposited into the Trust Account.
| 5. | Indemnification and Contribution. |
5.1 Indemnification.
5.1.1 Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners,
members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows:
(a) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, Statutory
Prospectus, roadshow materials, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing),
or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(b) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or of
any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that
(subject to Section 5.1(d)) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably
be delayed, conditioned or withheld; and
(c) against
any and all expense whatsoever, as reasonably incurred (including the fees and disbursements of counsel), in investigating, preparing
or defending against any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a
party), to the extent that any such expense is not paid under (a) or (b) above;
provided, however, that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made solely in reliance upon and in conformity with the Underwriters’ Information.
5.1.2 Indemnification
of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage
and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any
Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity
with the Underwriters’ Information.
5.1.3 Notifications
and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will, promptly
after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying
party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that
it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that it may have to any indemnified
party under the foregoing provision of this Section 5.1 unless, and only to the extent that, such omission results in the forfeiture of
substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies
the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects
by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified
party, jointly with any other indemnifying party similarly notified, to assume the defense of, the action, with counsel reasonably satisfactory
to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,
the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided below and except for
the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party
will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at
the expense of such indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing by
the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses
available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (C)
a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying
party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified
party) or (D) the indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory
to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of
which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in
such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other
charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event, be liable
for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written
consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action
or proceeding relating to the matters contemplated by this Section 5 (whether or not any indemnified party is a party thereto), unless
such settlement, compromise or consent (x) includes an express and unconditional release of each indemnified party, in form and substance
reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim
and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified
party.
5.1.4 Settlement
Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified
party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature
contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement
at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified
party in accordance with such request prior to the date of such settlement.
5.2 Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the Company
or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages (including
any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate to
reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits received
by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds
from the sale of the Units (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters
(before deducting expenses) from the sale of Units on behalf of the Company. If, but only if, the allocation provided by the foregoing
sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect
not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and
the Underwriters, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense
or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties
and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and
the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.2 were to be determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect
thereof, referred to above in this Section 5.2 shall be deemed to include, for the purpose of this Section 5.2, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent
with Section 5.1.3. Notwithstanding the foregoing provisions of Section 5.1 and this Section 5.2, the Underwriters shall not be required
to contribute any amount in excess of the commissions actually received by it under this Agreement and no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 5.2, any person who controls a party to this Agreement within the meaning
of the Act, any affiliates of the respective Underwriters and any officers, directors, partners, employees or agents of the Underwriters
or their respective affiliates, will have the same rights to contribution as that party, and each director of the Company and each officer
of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to
the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such
party in respect of which a claim for contribution may be made under this Section 5.2, will notify any such party or parties from whom
contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought
from any other obligation it or they may have under this Section 5.2 except to the extent that the failure to so notify such other party
materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered
into pursuant to the last sentence of Section 5.1.3, no party will be liable for contribution with respect to any action or claim settled
without its written consent if such consent is required pursuant to Section 5.1.3.
| 6. | Default by an Underwriter. |
6.1 Default
Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm
Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number
of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased
by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default
Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units,
the Representative may, in its discretion, arrange for it or for another party or parties to purchase such Firm Units to which such default
relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Units the
Representative do not arrange for the purchase of such Firm Units, then the Company shall be entitled to a further period of one (1) Business
Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm Units on such terms. In
the event that neither the Representative nor the Company arrange for the purchase of the Firm Units to which a default relates as provided
in this Section 6, this Agreement may be terminated by the Representative or the Company without liability on the part of the Company
(except as provided in Sections 3.10, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided
that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company
for damages occasioned by its default hereunder.
6.3 Postponement
of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters,
or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the
Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby
be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements,
and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case
may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party
to this Agreement with respect to such securities.
7.1 Additional
Shares or Options. The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any Ordinary
Shares or any options or other securities convertible into Class A Ordinary Shares, or any preferred shares or other securities of the
Company which participate in any manner in the Trust Account or which vote as a class with the Ordinary Shares on a Business Combination.
7.2 Trust
Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to entering into a definitive
agreement with any prospective Target Business or any vendor to have such Target Business and/or vendor acknowledge in writing in such
definitive agreement that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially
in an amount of $220,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders
and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the
Trust Account only (i) to the Public Shareholders in the event they elect to redeem Class A Ordinary Shares contained in the Units in
connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business
Combination within the time period set forth in the Charter Document, or (iii) to the Company after or concurrently with the consummation
of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of
consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business
or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”)
and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company
and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form
attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received
the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.
7.3 Insider
Letter. The Company shall not take any action or omit to take any action which would cause a breach of the Insider Letter and will
not allow any amendments to, or waivers of, such Insider Letter without the prior written consent of the Representative, which consent
shall not be unreasonably withheld.
7.4 Rule
419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior
to the consummation of any Business Combination, including but not limited to using its best efforts to prevent any of the Company’s
outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a- 51-1 under the Exchange Act during such
period.
7.5 Tender
Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or its counsel (if so instructed
by the Representative) with 10 copies of all tender offer documents or proxy information and all related material filed with the Commission
in connection with a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant
to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company shall
furnish any other state in which its initial public offering was registered, such information as may be requested by such state.
7.6 Emerging
Growth Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any
time prior to the completion of the distribution of the Securities within the meaning of the Act.
7.7 Target
Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80%
of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business
(excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the
Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales,
earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Target Business
meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain
an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does
have sufficient fair market value.
| 8. | Representations and Agreements to Survive Delivery. |
Except as the context otherwise
requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties
and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters
and the Company, including the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Underwriters, the Company or any Controlling Person, and shall survive termination
of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any
applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any,
at which time the representations, warranties and agreements shall terminate and be of no further force and effect.
| 9. | Effective Date of This Agreement and Termination Thereof. |
9.1 Termination.
The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international
event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially
disrupt, general securities markets in the United States, or (ii) if trading on the New York Stock Exchange (“NYSE”),
the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall
have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall
have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other
government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing
major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium
on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company
shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act
which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed
with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder,
or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the
Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities
after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or
delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.
9.2 Expenses.
In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the transactions
contemplated herein shall be governed by Section 3.10 hereof and (ii) the Company shall reimburse the Representative for any costs and
expenses incurred in connection with enforcing any provisions of this Agreement.
9.3 Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether
or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination
or failure to carry out the terms of this Agreement or any part hereof.
10.1 Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by
hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed and shall
be deemed given when so mailed, delivered or faxed or if mailed, two days after such mailing.
If to the Representative:
Clear Street LLC
150 Greenwich St.
Floor 45
New York, NY 10007
Attn: General Counsel
Email: legal@clearstreet.io
Copy (which copy shall not constitute notice) to:
DLA Piper LLP (US)
1251 Avenue of the Americas, 27th Floor
New York, NY 10020
Attn: Thomas S. Levato; Stephen P. Alicanti
Email: tom.levato@us.dlapiper.com; stephen.alicanti@us.dlapiper.com
If to the Company:
Praetorian Acquisition Corp.
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131
Attn: Justin Di Rezze
Email: jpd@direzzefamilyoffice.com
Copy (which copy shall not constitute notice) to:
Reed Smith LLP
599 Lexington Avenue, 22nd Floor
New York, NY 10022
(212) 521-5400
Attn: Lynwood E. Reinhardt; Constantine
Karides; Yuta N. Delarck
Email: lreinhardt@reedsmith.com; ckarides@reedsmith.com;
ydelarck@reedsmith.com
10.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
10.3 Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4 Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this
Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5 Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Selected
Dealers, the Company and the Controlling Persons, directors, agents, partners, members, employees and officers referred to in Section
5 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any
legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The
term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from the Underwriters.
10.6 Waiver
of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced
hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment
in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations
hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed),
the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.
10.7 Submission
to Jurisdiction. Each of the Company and the Representative irrevocably submit to the nonexclusive jurisdiction of any New York State
or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out
of or relating to this Agreement, the Registration Statement, the Statutory Prospectus and the Prospectus or the offering of the Securities.
Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now
or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit,
action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon
the Company or the Representative may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative
waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto.
Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company
agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action
or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding.
10.8 Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
10.9 Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient
delivery thereof.
10.10 Waiver.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
10.11 No
Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement
is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii)
in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the
agent or fiduciary of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company
with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised
or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth
in this Agreement, (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its
management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken
in furtherance of this offering of the Company’s securities, either before or after the date hereof and (v) the Company has consulted
its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim any fiduciary or
similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up
to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company agrees that it will
not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company,
in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that they are each responsible
for making their own independent judgment with respect to any such transactions, and that any opinions or views expressed by the Underwriters
to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for
the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to
the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged
breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters
leading up to such transactions.
[Remainder of page intentionally
left blank]
If the foregoing correctly
sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between us.
| |
Very truly yours, |
| |
|
|
| |
PRAETORIAN ACQUISITION CORP. |
| |
|
|
| |
By: |
|
| |
Name: |
Justin Di Rezze |
| |
Title: |
Chief Executive Officer |
Accepted on the date first above written.
| CLEAR STREET LLC, |
|
| |
|
|
| as Representative of the several Underwriters |
|
| |
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
[Signature page to Underwriting Agreement]
SCHEDULE A
PRAETORIAN
ACQUISITION CORP.
22,000,000
Units
| Underwriter | |
Number of
Firm Units
to be
Purchased | |
| Clear Street LLC | |
| 22,000,000 | |
| | |
| | |
| TOTAL | |
| 22,000,000 | |
SCHEDULE B
None.
EXHIBIT A
FORM OF TARGET BUSINESS LETTER
Praetorian Acquisition Corp.
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131
Ladies and Gentlemen:
Reference is made to the Final
Prospectus of Praetorian Acquisition Corp. (the “Company”), dated as of [__], 2026 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $220,000,000 for the benefit of
the Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the
Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation
of a Business Combination, (ii) to the Public Shareholders in the event they elect to redeem their public shares in connection with certain
amendments to the Company’s Amended and Restated Memorandum and Articles of Association, (iii) to the Public Shareholders if
the Company fails to consummate a Business Combination within the required time period set forth in its Amended and Restated Memorandum
and Articles of Association, as the same may be amended from time to time, and the Registration Statement, or (iv) to the Company after
or concurrently with the consummation of a Business Combination.
For and in consideration of
the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees
that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with
the Company and will not seek recourse against the Trust Account for any reason whatsoever.
___________________________________
Print Name of Target Business
___________________________________
Authorized Signature of Target Business
EXHIBIT B
FORM OF VENDOR LETTER
Praetorian Acquisition Corp.
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131 Ladies and Gentlemen:
Reference is made to the Final
Prospectus of Praetorian Acquisition Corp. (the “Company”), dated as of [__], 2026 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $220,000,000 for the benefit of
the Public Shareholders and the Underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the
Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation
of a Business Combination, (ii) to the Public Shareholders in the event they elect to redeem their public shares in connection with certain
amendments to the Company’s Amended and Restated Memorandum and Articles of Association, (iii) to the Public Shareholders if
the Company fails to consummate a Business Combination within the required time period set forth in its Amended and Restated Memorandum
and Articles of Association, as the same may be amended from time to time, and the Registration Statement, or (iv) to the Company after
or concurrently with the consummation of a Business Combination.
For and in consideration of
the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title,
interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any
Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against
the Trust Account for any reason whatsoever.
___________________________________
Print Name of Vendor
___________________________________
Authorized Signature of Vendor
Ex B-1
Exhibit 3.2
THE
COMPANIES ACT (AS AMENDED)
COMPANY
LIMITED BY SHARES
AMENDED AND RESTATED Memorandum OF association
of
Praetorian
acquisition corp.
(ADOPTED
BY SPECIAL RESOLUTION DATED __________ 2026)
THE
COMPANIES act (AS AMENDED)
COMPANY
LIMITED BY SHARES
amended
and restated MEMORANDUM of ASSOCIATION
OF
PRAETORIAN
acquisition corp.
(ADOPTED
BY SPECIAL RESOLUTION DATED _________ 2026)
| 1. |
The
name of the company is Praetorian Acquisition Corp. (the “Company”). |
| 2. |
The
registered office of the Company will be situated at the offices of Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand
Cayman KY1-9008, Cayman Islands or at such other location as the Directors may from time to time determine. |
| 3. |
The
objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any
object not prohibited by any law as provided by Section 7(4) of the Companies Act (as amended) of the Cayman Islands (the “Companies
Act”). |
| 4. |
The
Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question
of corporate benefit as provided by Section 27(2) of the Companies Act. |
| 5. |
The
Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company
carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting
and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying
on of its business outside the Cayman Islands. |
| 6. |
The
liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them. |
| 7. |
The
authorised share capital of the Company is US$33,100 divided into 300,000,000 Class A ordinary shares with a nominal or par value
of US$0.0001 each, 30,000,000 Class B ordinary shares with a nominal or par value of US$0.0001 each, and 1,000,000 preference shares
with a nominal or par value of US$0.0001 each provided that subject to the Companies Act and the Articles of Association the Company
shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue
all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special
privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless
the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise
shall be subject to the powers on the part of the Company hereinbefore provided. |
| 8. |
The
Company may exercise the power contained in Section 206 of the Companies Act to deregister in the Cayman Islands and be registered
by way of continuation in some other jurisdiction. |
THE
COMPANIES act (AS AMENDED)
COMPANY
LIMITED BY SHARES
amended and restated Articles OF association
of
PRAETORIAN
ACQUISITION CORP.
(ADOPTED
BY SPECIAL RESOLUTION DATED ____________ 2026)
TABLE
OF CONTENTS
| CLAUSE |
|
PAGE |
| |
|
|
| TABLE
A |
|
1 |
| INTERPRETATION |
|
1 |
| PRELIMINARY |
|
5 |
| SHARES |
|
5 |
| FOUNDER
SHARES CONVERSION AND ANTI-DILUTION RIGHTS |
|
6 |
| MODIFICATION
OF RIGHTS |
|
7 |
| CERTIFICATES |
|
8 |
| FRACTIONAL
SHARES |
|
8 |
| LIEN |
|
9 |
| CALLS
ON SHARES |
|
9 |
| FORFEITURE
OF SHARES |
|
10 |
| TRANSFER
OF SHARES |
|
11 |
| TRANSMISSION
OF SHARES |
|
11 |
| ALTERATION
OF SHARE CAPITAL |
|
12 |
| REDEMPTION,
PURCHASE AND SURRENDER OF SHARES |
|
12 |
| TREASURY
SHARES |
|
13 |
| GENERAL
MEETINGS |
|
13 |
| NOTICE
OF GENERAL MEETINGS |
|
14 |
| PROCEEDINGS
AT GENERAL MEETINGS |
|
14 |
| VOTES
OF SHAREHOLDERS |
|
15 |
| CORPORATIONS
ACTING BY REPRESENTATIVES AT MEETINGS |
|
16 |
| CLEARING
HOUSES |
|
16 |
| DIRECTORS |
|
17 |
| ALTERNATE
DIRECTOR |
|
17 |
| POWERS
AND DUTIES OF DIRECTORS |
|
18 |
| BORROWING
POWERS OF DIRECTORS |
|
19 |
| THE
SEAL |
|
19 |
| DISQUALIFICATION
OF DIRECTORS |
|
20 |
| PROCEEDINGS
OF DIRECTORS |
|
20 |
| DIVIDENDS |
|
22 |
| ACCOUNTS,
AUDIT AND ANNUAL RETURN AND DECLARATION |
|
23 |
| CAPITALISATION
OF RESERVES |
|
23 |
| SHARE
PREMIUM ACCOUNT |
|
24 |
| NOTICES |
|
24 |
| INDEMNITY |
|
25 |
| NON-RECOGNITION
OF TRUSTS |
|
27 |
| BUSINESS
COMBINATION REQUIREMENTS |
|
27 |
| BUSINESS
OPPORTUNITIES |
|
29 |
| WINDING
UP |
|
30 |
| AMENDMENT
OF ARTICLES OF ASSOCIATION |
|
31 |
| CLOSING
OF REGISTER OR FIXING RECORD DATE |
|
31 |
| REGISTRATION
BY WAY OF CONTINUATION |
|
31 |
| MERGERS
AND CONSOLIDATION |
|
32 |
| DISCLOSURE |
|
32 |
| EXCLUSIVE
JURISDICTION AND FORUM |
|
32 |
THE
COMPANIES act (AS AMENDED)
Company
Limited by Shares
amended
and restated ARTICLES OF ASSOCIATION
OF
PRAETORIAN
ACQUISITION CORP.
(ADOPTED
BY SPECIAL RESOLUTION DATED ____________ 2026)
TABLE
A
The
Regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to Praetorian Acquisition
Corp. (the “Company”) and the following Articles shall comprise the Articles of Association of the Company.
Interpretation
| 1. |
In
these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context: |
“affiliate”
in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s
spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption
or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural
person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation
or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such entity; and “affiliated” shall be construed accordingly.
“Articles”
means these articles of association of the Company, as amended or substituted from time to time.
“Audit
Committee” means the audit committee of the Company formed pursuant to Article 141 hereof, or any successor audit committee.
”Branch
Register” means any branch Register of such category or categories of Members as the Company may from time to time determine.
“Business
Combination” means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business
combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination:
(a) must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held
in the Trust Fund (excluding taxes payable on the interest and other income earned on the Trust Fund) at the time of entering into the
definitive agreement to enter into a Business Combination; and (b) must not be effectuated solely with another blank cheque company or
a similar company with nominal operations.
“Class”
or “Classes” means any class or classes of Shares as may from time to time be issued by the Company.
“Class
A Shares” means the Class A ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class
A Shares, and having the rights provided for in these Articles.
“Class
B Shares” means the Class B ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class
B Shares, and having the rights provided for in these Articles.
“Companies
Act” means the Companies Act (as amended) of the Cayman Islands.
“Designated
Stock Exchange” means any national securities exchange or automated quotation system on which the Company’s securities are listed
for trading, including but not limited to The Nasdaq Stock Market LLC, The NYSE American LLC, The New York Stock Exchange LLC or any
OTC market.
“Directors”
means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof.
“Electronic
Facility” means without limitation, website addresses and conference call systems, and any device, system, procedure, method
or other facility whatsoever providing an electronic means of venue for a general meeting of the Company.
“Equity-Linked
Securities” means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued
in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity
or debt.
“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations
of the SEC thereunder, all as the same shall be in effect at the time.
“Founder
Shares” means the Class B Shares initially issued to the Sponsor in a private placement prior to the IPO and the
Class A Shares that will be issued upon the conversion of the Class B Shares held by the Sponsor at the time of the initial
Business Combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A Shares will not be
Public Shares).
“Initial
Conversion Ratio” has the meaning given to it in Article 14.
“Investor
Group” means the Sponsor and its affiliates, successors and assigns.
“IPO”
means the Company’s initial public offering of securities.
“IPO
Redemption” has the meaning given to it in Article 162.
“Memorandum
of Association” means the memorandum of association of the Company, as amended or substituted from time to time.
“Office”
means the registered office of the Company as required by the Companies Act.
“Officers”
means the officers for the time being and from time to time of the Company.
“Ordinary
Resolution” means a resolution:
| |
(a) |
passed
by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at
a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to
which each Shareholder is entitled; or |
| |
(b) |
approved
in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed
by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument,
or the last of such instruments, if more than one, is executed. |
“Over-Allotment
Option” means the 45-day option of the Underwriters to purchase up to an additional 3,300,000 units sold in the IPO at a price
equal to US$10.00 per unit.
“paid
up” means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up.
“Person”
means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having
a separate legal personality) or any of them as the context so requires, other than in respect of a Director or Officer in which circumstances
Person shall mean any person or entity permitted to act as such in accordance with the laws of the Cayman Islands.
“Preference
Shares” means the Preference Shares in the capital of the Company of $0.0001 nominal or par value designated as Preference Shares,
and having the rights provided for in these Articles.
“Private
Placement Warrants” means the warrants (i) to be issued to the Sponsor in a private placement by the Company completed simultaneously
with the closing of the IPO, and (ii) the warrants issued upon conversion of working capital loans, if any.
“Principal
Register”, where the Company has established one or more Branch Registers pursuant to the Companies Act and these Articles,
means the Register maintained by the Company pursuant to the Companies Act and these Articles that is not designated by the Directors
as a Branch Register.
“Permitted
Withdrawals” refers to the amounts withdrawn from the Trust Fund to fund the Company’s working capital requirements, which amount
shall be subject to an annual limit of $300,000 (plus the rollover of unused amounts from prior years), and/or to pay the Company’s taxes
(any withdrawals to pay for such taxes (which shall exclude the excise tax if any is imposed on the Company) shall not be subject to
the $300,000 annual limitation described in the foregoing), such withdrawals can only be made from interest and not from the principal
held in the Trust Fund.
“Public
Shares” means the Class A Shares issued as part of the units issued in the IPO (whether they are purchased in the IPO or thereafter
in the open market), and does not include any Founder Shares or Representative Shares.
“Redemption
Price” has the meaning given to it in Article 162.
“Representative
Shares” means the Class A Shares issued to the Underwriters in connection with the closing of the IPO.
“Register”
means the register of Members of the Company required to be kept pursuant to the Companies Act and includes any Branch Register(s) established
by the Company in accordance with the Companies Act.
“Seal”
means the common seal of the Company (if adopted) including any facsimile thereof.
“SEC”
means the U.S. Securities and Exchange Commission.
“Secretary”
means any Person appointed by the Directors to perform any of the duties of the secretary of the Company.
“Series”
means a series of a Class as may from time to time be issued by the Company.
“Share”
means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes
as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of
a Share.
“Shareholder”
or “Member” means a Person who is registered as the holder of Shares in the Register and includes each subscriber to
the Memorandum of Association pending entry in the Register of such subscriber.
“Share
Premium Account” means the share premium account established in accordance with these Articles and the Companies Act.
“signed”
means bearing a signature or representation of a signature affixed by mechanical means.
“Special
Resolution” means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:
| |
(a) |
passed
by a majority of not less than two-thirds of such Shareholders as, being entitled to do so, vote in person or, where proxies are
allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special
resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which
each Shareholder is entitled; or |
| |
(b) |
approved
in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed
by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument
or the last of such instruments, if more than one, is executed. |
“Sponsor”
means Praetorian Sponsor LLC, a Delaware limited liability company and its successors or assignees.
“Treasury
Shares” means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company
and not cancelled.
“Trust
Fund” means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of
the net proceeds of the IPO, together with certain of the proceeds of any private placement of warrants issued simultaneously with the
closing date of the IPO, will be deposited.
“Underwriter”
means an underwriter of the IPO from time to time and any successor underwriter.
“warrant”
means a warrant to purchase one-third of a Class A Share.
| 2. |
In
these Articles, save where the context requires otherwise: |
| |
(a) |
words
importing the singular number shall include the plural number and vice versa; |
| |
(b) |
words
importing the masculine gender only shall include the feminine gender and any Person as the context may require; |
| |
(c) |
the
word “may” shall be construed as permissive and the word “shall” shall be construed as imperative; |
| |
(d) |
reference
to a dollar or dollars or USD or US$ (or $) and to a cent or cents is reference to dollars and cents of the United States of America; |
| |
(e) |
reference
to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force; |
| |
(f) |
reference
to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion
and shall be applicable either generally or in any particular case; and |
| |
(g) |
reference
to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of
print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission
for writing or partly one and partly another. |
| 3. |
Subject
to the preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the
same meaning in these Articles. |
Preliminary
| 4. |
The
business of the Company may be commenced at any time after incorporation. |
| 5. |
The
Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition
establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time
determine. |
| 6. |
The
expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be
paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid
shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine. |
| 7. |
The
Directors shall keep, or cause to be kept, the Register at such place or (subject to compliance with the Companies Act and these
Articles) places as the Directors may from time to time determine. In the absence of any such determination, the Register shall be
kept at the Office. The Directors may keep, or cause to be kept, one or more Branch Registers as well as the Principal Register in
accordance with the Companies Act; provided that a duplicate of such Branch Register(s) shall be maintained with the Principal Register
in accordance with the Companies Act and the rules or requirements of any Designated Stock Exchange. |
Shares
| 8. |
Subject
to these Articles, and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, all
Shares for the time being unissued shall be under the control of the Directors who may: |
| |
(a) |
issue,
allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions
as they may from time to time determine; and |
| |
(b) |
grant
options with respect to such Shares and issue warrants or similar instruments with respect thereto; |
and,
for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued; provided, however, that prior
to a Business Combination the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions
of a Share) to the extent that it may affect the ability of the Company to carry out a conversion described in Articles 14 to 19.
| 9. |
The
Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants
or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase
or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine.
The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from one another on the
52nd day following the date of the prospectus relating to the IPO (or the immediately following business day if such 52nd day is
not a business day) unless the Underwriter determines that an earlier date is acceptable, subject to the Company having filed a current
report on Form 8-K with the SEC and a press release announcing when such separate trading will begin. Prior to such date, the units
can be traded, but the securities comprising such units cannot be traded separately from one another. |
| 10. |
The
Directors, or the Shareholders by Ordinary Resolution, may authorise the division of Shares into any number of Classes and sub-classes
and Series and sub-series and the different Classes and sub-classes and Series and sub-series shall be authorised, established and
designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting,
dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes and
Series (if any) may be fixed and determined by the Directors or the Shareholders by Ordinary Resolution. |
| 11. |
The
Company may insofar as may be permitted by law, pay a commission to any Person in consideration of their subscribing or agreeing
to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the
lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage
as may be lawful on any issue of Shares. |
| 12. |
The
Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or
for no reason. |
| 13. |
Except
as otherwise specified in these Articles or required by law, the holders of the Class A Shares and the Class B Shares (on an as-converted
basis) shall vote as a single class. |
Founder
Shares Conversion and Anti-dilution Rights
| 14. |
Subject
to adjustment as provided in Article 15, Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the
“Initial Conversion Ratio”) at the time of or immediately following a Business Combination (or earlier at the option
of the holders thereof), subject to adjustment to account for share subdivisions, share capitalisations, reorganisations, recapitalisations
or other adjustments to the aggregate authorised or issued share capital of the Company. |
| 15. |
Notwithstanding
the Initial Conversion Ratio, in the case that additional Class A Shares or Equity-Linked Securities are issued or deemed issued
in excess of the amounts initially offered in the IPO and in connection with the initial Business Combination, unless the holders
of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to any such issuance or deemed
issuance, the ratio at which the Class B Shares shall convert into Class A Shares will be adjusted so that the number of Class A
Shares issuable upon conversion of all Class B Shares will equal, in aggregate, 24.9% of the sum of: |
| |
(a) |
the
total number of Class A Shares issued and outstanding upon completion of the IPO (including any Class A Shares issued pursuant to
the Over-Allotment Option), plus |
| |
(b) |
all
Class A Shares and Equity-Linked Securities issued or deemed issued, in connection with the closing of the initial Business Combination
(excluding any shares or Equity-Linked Securities issued, or to be issued, to any seller in the initial Business Combination and
any units issued to our Sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans),
minus |
| |
(c) |
any
redemptions of Class A Shares by Members that hold Public Shares in connection with an initial Business Combination. |
| 16. |
Notwithstanding
anything to the contrary contained herein in no event shall the Class B Shares convert into Class A Shares at a ratio that is less
than one-for-one. |
| 17. |
References
in Articles 14 to Article 19 to “converted”, “conversion” or “exchange” shall mean the compulsory redemption
without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds
in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share
necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the
conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in
the name of such Member or in such name as the Member may direct. |
| 18. |
Each
Class B Share shall convert into its pro rata number of Class A Shares as set forth in this Article 18. The pro rata share for each
holder of Class B Shares will be determined as follows: Each Class B Share shall convert into such number of Class A Shares as is
equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which
all of the issued and outstanding Class B Shares shall be converted pursuant to these Articles and the denominator of which shall
be the total number of issued and outstanding Class B Shares at the time of conversion. |
| 19. |
The
Directors may effect such conversion in the manner contemplated by Article 17 or in any other manner available under applicable law,
including redeeming or repurchasing the relevant Class B Shares and applying the proceeds thereof towards payment for the new Class
A Shares. For the purposes of the repurchase or redemption, the Directors may, subject to the Company being able to pay its debts
in the ordinary course of business, make payments out of amounts standing to the credit of the Company’s share premium account or
out of its capital. |
Modification
Of Rights
| 20. |
Whenever
the capital of the Company is divided into different Classes (and as otherwise determined by the Directors) the rights attached to
any such Class may, subject to any rights or restrictions for the time being attached to any Class only be materially adversely varied
or abrogated with the consent in writing of the holders of not less than two-thirds of the issued Shares of the relevant Class (other
than with respect to a waiver of the provisions of Article 15, which as stated therein shall only require the consent in writing
of the holders of a majority of the issued Class B Shares), or with the sanction of a resolution passed at a separate meeting of
the holders of the Shares of such Class by a majority of two-thirds of the votes cast at such a meeting. To every such separate
meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis
mutandis, apply, except that the necessary quorum shall be one or more Persons at least holding or representing by proxy one-third
in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders
a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights
or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one
vote for each Share of the Class held by them. For the purposes of this Article 20, the Directors may treat all the Classes
or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals
under consideration, but in any other case shall treat them as separate Classes. The Directors may vary the rights attaching to any
Class without the consent or approval of Shareholders; provided that the rights will not, in the determination of the Directors,
be materially adversely varied or abrogated by such action. |
| 21. |
The
rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights
or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied or abrogated
by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or
Shares with preferred rights or the redemption or purchase of any Shares of any Class by the Company. |
Certificates
| 22. |
If
so determined by the Directors, any Person whose name is entered as a member in the Register may receive a certificate in the form
determined by the Directors. All certificates shall specify the Share or Shares held by that person and the amount paid up thereon;
provided that in respect of a Share or Shares held jointly by several persons the Company shall not be bound to issue more than one
certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates
for Shares shall be delivered personally or sent through the post addressed to the member entitled thereto at the Member’s registered
address as appearing in the Register. |
| 23. |
Every
share certificate of the Company shall bear legends required under the applicable laws, including the Exchange Act. |
| 24. |
Any
two or more certificates representing Shares of any one Class held by any Member may at the Member’s request be cancelled and a single
new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of $1.00 or such smaller sum as the
Directors shall determine. |
| 25. |
If
a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing
the same Shares may be issued to the relevant Member upon request subject to delivery of the old certificate or (if alleged to have
been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses
of the Company in connection with the request as the Directors may think fit. |
| 26. |
In
the event that Shares are held jointly by several persons, any request may be made by any one of the joint holders and if so made
shall be binding on all of the joint holders. |
Fractional
Shares
| 27. |
Subject
to Article 28, the Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry
the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise),
limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the
foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same
Class is issued to or acquired by the same Shareholder such fractions shall be accumulated. |
| 28. |
No
fractional Shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to
receive a fractional interest in a Share, the Company will, upon exercise, round down to the nearest whole number of Shares to be
issued to the warrant holder. |
Lien
| 29. |
The
Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not)
payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share
(whether or not fully paid) registered in the name of a Person indebted or under liability to the Company (whether they are the sole
registered holder of a Share or one of two or more joint holders) for all amounts owing by them or their estate to the Company (whether
or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions
of this Article 29. The Company’s lien on a Share extends to any amount payable in respect of it. |
| 30. |
The
Company may sell, in such manner as the Directors may determine, any Share on which the Company has a lien, but no sale shall be
made unless an amount in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice
in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given
to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of their death or bankruptcy. |
| 31. |
For
giving effect to any such sale the Directors may authorise some Person to transfer the Shares sold to the purchaser thereof.
The purchaser shall be registered as the holder of the Shares comprised in any such transfer and they shall not be bound to see to
the application of the purchase money, nor shall their title to the Shares be affected by any irregularity or invalidity in the proceedings
in reference to the sale. |
| 32. |
The
proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the Company and
applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall
(subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled
to the Shares immediately prior to the sale. |
Calls
On Shares
| 33. |
Subject
to the terms of the allotment and issue of any Shares, the Directors may from time to time make calls upon the Shareholders in respect
of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least 14 days’ notice specifying the time
or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. |
| 34. |
The
joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof. |
| 35. |
If
a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is
due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the
time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part. |
| 36. |
The
provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment
of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share,
or by way of premium, as if the same had become payable by virtue of a call duly made and notified. |
| 37. |
The
Directors may make arrangements on the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares,
in the amount of calls to be paid and in the times of payment. |
| 38. |
The
Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled
and unpaid upon any partly paid Shares held by them, and upon all or any of the moneys so advanced may (until the same would, but
for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution,
eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. |
Forfeiture
Of Shares
| 39. |
If
a Shareholder fails to pay any call or instalment of a call in respect of any Shares on the day appointed for payment, the Directors
may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on them requiring
payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. |
| 40. |
The
notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment
required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the Shares
in respect of which the call was made will be liable to be forfeited. |
| 41. |
If
the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may
at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that
effect. |
| 42. |
A
forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time
before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. |
| 43. |
A
Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding,
remain liable to pay to the Company all moneys which at the date of forfeiture were payable by them to the Company in respect of
the Shares forfeited, but their liability shall cease if and when the Company receives payment in full of the amount unpaid on the
Shares forfeited. |
| 44. |
A
statutory declaration in writing that the declarant is a Director, and that a Share has been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share. |
| 45. |
The
Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of
these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed
of and that Person shall be registered as the holder of the Share, and shall not be bound to see to the application of the purchase
money, if any, nor shall their title to the Shares be affected by any irregularity or invalidity in the proceedings in reference
to the disposition or sale. |
| 46. |
The
provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a
Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable
by virtue of a call duly made and notified. |
Transfer
Of Shares
| 47. |
Subject
to these Articles and the rules or regulations of the Designated Stock Exchange or any relevant rules of the SEC or securities laws
(including, but not limited to the Exchange Act), a Shareholder may transfer all or any of their Shares. If the Shares in question
were issued in conjunction with rights, options or warrants issued pursuant to the Articles on terms that one cannot be transferred
without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of
the like transfer of such right, option or warrant. |
| 48. |
The
instrument of transfer of any Share shall be in: (i) any usual or common form; (ii) such form as is prescribed by the Designated
Stock Exchange; or (iii) any other form the Directors may determine and shall be executed by or on behalf of the transferor (or otherwise
as prescribed by the rules and regulations of the Designated Stock Exchange) and if in respect of a nil or partly paid up Share,
or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate
(if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the
transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered
in the Register in respect of the relevant Shares. |
| 49. |
Subject
to the terms of issue thereof and the rules or regulations of the Designated Stock Exchange or any relevant rules of the SEC or securities
laws (including, but not limited to the Exchange Act), the Directors may determine to decline to register any transfer of Shares
without assigning any reason therefor. |
| 50. |
The
registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine. |
| 51. |
All
instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline
to register shall (except in any case of fraud) be returned to the Person depositing the same. |
Transmission
Of Shares
| 52. |
The
legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any
title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the
legal personal representatives of the deceased holder of the Share, shall be the only Person recognised by the Company as having
any title to the Share. |
| 53. |
Any
Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced
as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the
Share or, instead of being registered themself, to make such transfer of the Share as the deceased or bankrupt Person could have
made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the
case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy. |
| 54. |
A
Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends
and other advantages to which they would be entitled if they were the registered Shareholder, except that they shall not, before
being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership
in relation to meetings of the Company. |
Alteration
Of SHARE Capital
| 55. |
The
Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes
and amount, as the resolution shall prescribe. |
| 56. |
The
Company may by Ordinary Resolution: |
| |
(a) |
consolidate
and divide all or any of its share capital into Shares of a larger amount than its existing Shares; |
| |
(b) |
convert
all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination; |
| |
(c) |
subdivide
its existing Shares, or any of them into Shares of a smaller amount; provided that in the subdivision the proportion between the
amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the
reduced Share is derived; and |
| |
(d) |
cancel
any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish
the amount of its share capital by the amount of the Shares so cancelled. |
| 57. |
The
Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law. |
Redemption,
Purchase and Surrender Of Shares
| 58. |
Subject
to the Companies Act and the rules of the Designated Stock Exchange, the Company may: |
| |
(a) |
issue
Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such
terms and in such manner as the Directors may determine; |
| |
(b) |
purchase
its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the
Shareholder; |
| |
(c) |
make
a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Companies Act, including out
of its capital; and |
| |
(d) |
accept
the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the
Directors may determine. |
| 59. |
With
respect to redeeming, repurchasing or the surrender of Shares: |
| |
(a) |
Members
who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in Articles 162 and 164; |
| |
(b) |
certain
Class B Shares held by the Sponsor shall be surrendered for no consideration to the extent that the Over-Allotment Option is not
exercised in full; and |
| |
(c) |
Public
Shares shall be repurchased by way of tender offer in the circumstances set out in Article 158(b). |
| 60. |
Any
Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company
in respect of the period after the date specified as the date of redemption in the notice of redemption. |
| 61. |
The
redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other
Share. |
| 62. |
The
Directors may when making payments in respect of redemption or purchase of Shares, if authorised by the terms of issue of the Shares
being redeemed or purchased or with the agreement of the holder of such Shares, make such payment either in cash or in specie including,
without limitation, interests in a special purpose vehicle holding assets of the Company or holding entitlement to the proceeds of
assets held by the Company or in a liquidating structure. |
Treasury
Shares
| 63. |
Shares
that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be cancelled
immediately or held as Treasury Shares in accordance with the Companies Act. In the event that the Directors do not specify that
the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled. |
| 64. |
No
dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any
distribution of assets to Members on a winding up) may be declared or paid in respect of a Treasury Share. |
| 65. |
The
Company shall be entered in the Register as the holder of the Treasury Shares; provided that: |
| |
(a) |
the
Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and
any purported exercise of such a right shall be void; |
| |
(b) |
a
Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining
the total number of issued shares at any given time, whether for the purposes of these Articles or the Companies Act, save that an
allotment of Shares as fully paid bonus shares in respect of a Treasury Share is permitted and Shares allotted as fully paid bonus
shares in respect of a Treasury Share shall be treated as Treasury Shares. |
| 66. |
Treasury
Shares may be disposed of by the Company on such terms and conditions as determined by the Directors. |
General
Meetings
| 67. |
The
Directors, the chief executive officer, or the chairperson may, whenever they think fit, convene a general meeting of the Company
and, for the avoidance of doubt, Members shall not have the ability to call general meetings except as provided in Article 70. Members
seeking to bring business before an annual general meeting or to nominate candidates for appointment as Directors at an annual general
meeting must deliver notice to the principal executive office of the Company not later than the close of business on the 90th day
nor earlier than the close of business on the 150th day prior to the anniversary date of the immediately preceding annual general
meeting. |
| 68. |
For
so long as the Company’s Shares are traded on a Designated Stock Exchange, the Company shall in each year hold a general meeting
as its annual general meeting at such time and place (including any Electronic Facility) as may be determined by the Directors in
accordance with the rules of the Designated Stock Exchange, unless such Designated Stock Exchange does not require the holding of
an annual general meeting. |
| 69. |
The
Directors may cancel or postpone any duly convened general meeting for any reason or for no reason at any time prior to the time
for holding such meeting or, if the meeting is adjourned, the time for holding such adjourned meeting. The Directors shall make a
public announcement of any cancellation or postponement or otherwise provide notice to Shareholders of any cancellation or postponement.
A postponement may be for a stated period of any length or indefinitely as the Directors may determine. |
| 70. |
If
at any time there are no Directors, any two Shareholders (or if there is only one Shareholder then that Shareholder) entitled to
vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which general
meetings may be convened by the Directors. |
Notice
Of General Meetings
| 71. |
At
least five clear days’ notice in writing counting from the date service is deemed to take place as provided in these Articles specifying
the place (including any Electronic Facility), the day and the hour of the meeting and the general nature of the business, shall
be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution
to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with the consent of all the
Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such
shorter notice or without notice and in such manner as those Shareholders may think fit. |
| 72. |
The
accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate
the proceedings at any meeting. |
Proceedings
At General Meetings
| 73. |
All
business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration
of the accounts, balance sheets, any report of the Directors or of the Company’s auditors, and the fixing of the remuneration of
the Company’s auditors. No special business shall be transacted at any general meeting without the consent of all Shareholders entitled
to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting. |
| 74. |
No
business shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds
to business. One or more Shareholders holding at least one-third of the paid up voting share capital of the Company present in person
or by proxy and entitled to vote at that meeting shall form a quorum. |
| 75. |
If
within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition
of Shareholders, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same
time and place, or to such other day, time and/or place (including any Electronic Facility) as the Directors may determine, and if
at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Shareholder or Shareholders
present and entitled to vote shall form a quorum. |
| 76. |
If
the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, participation
in any general meeting of the Company may be by means of any Electronic Facility, a telephone or similar communication equipment
by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed
to constitute presence in person at the meeting. |
| 77. |
The
Directors may, at any time prior to the general meeting, appoint any Person to act as chairperson of the general meeting. If the
Directors do not make any such appointment, then the chairperson of the board of Directors (if any) shall preside as chairperson
of the general meeting. If such chairperson is unable or unwilling to preside as chairperson of a general meeting, the Directors
present shall elect a Director to preside as chairperson of that general meeting. |
| 78. |
If
the chairperson elected by the Directors is not present or is unwilling to act and no Director is present within 15 minutes after
the time appointed for the general meeting to commence, the Shareholders present in person or by proxy shall choose any Person present
to be chairperson of that meeting. |
| 79. |
The
chairperson may adjourn a meeting from time to time and from place to place (including any Electronic Facility) either: |
| |
(a) |
with
the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting); or |
| |
(b) |
without
the consent of such meeting if, in their sole opinion, they consider it necessary to do so to: |
| |
(i) |
secure
the orderly conduct or proceedings of the meeting; or |
| |
(ii) |
give
all persons present in person or by proxy and having the right to speak and/or vote at such meeting, the ability to do so, |
but
no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment
took place. When a meeting, or adjourned meeting, is adjourned for 14 days or more, notice of the adjourned meeting shall be given in
the manner provided for the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of
the business to be transacted at an adjourned meeting.
| 80. |
A
resolution put to the vote of the meeting shall be decided on a poll in such manner as the chairperson directs and the result of
the poll shall be deemed to be the resolution of the meeting. |
| 81. |
In
the case of an equality of votes, the chairperson of the meeting shall be entitled to a second or casting vote. |
Votes
Of shareholders
| 82. |
Except
as otherwise provided in these Articles and subject to any rights and restrictions for the time being attached to any Share, every
Shareholder present in person and every Person representing a Shareholder by proxy shall, at a general meeting of the Company, have
one vote for each Share of which they or the Person represented by proxy is the holder. |
| 83. |
In
the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion
of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand
in the Register. |
| 84. |
A
Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote in
respect of Shares carrying the right to vote held by them, by their committee, or other Person in the nature of a committee appointed
by that court, and any such committee or other Person, may vote in respect of such Shares by proxy. |
| 85. |
No
Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable
by them in respect of Shares carrying the right to vote held by them have been paid. |
| 86. |
Votes
may be given either personally or by proxy. |
| 87. |
An
instrument appointing a proxy shall be in writing (whether by manual signature, typewriting, electronic signature or otherwise) under
the hand of the appointor or of their duly authorised attorney or, if the appointor is an entity, either under Seal or under the
hand of an Officer or attorney duly authorised; provided, however, that a Shareholder may also authorise the casting of a vote by
proxy or instruction form pursuant to telephonic or electronically transmitted instructions (including, without limitation, instructions
transmitted over the internet) obtained pursuant to procedures approved by the Directors which are reasonably designed to verify
that such instructions have been authorised by such Shareholder. A proxy need not be a Shareholder. |
| 88. |
An
instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve. |
| 89. |
The
instrument appointing a proxy shall be deposited at the Office or at such other place as is specified for that purpose in the notice
convening the meeting no later than the time specified in the notice convening the general meeting or, if no such time is specified,
no later than the time for holding the meeting or, if the meeting is adjourned or postponed, the time for holding such adjourned
or postponed meeting. |
| 90. |
A
resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general
meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the
same had been passed at a general meeting of the Company duly convened and held. |
Corporations
Acting By Representatives At Meetings
| 91. |
Any
corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person
as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors
or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation
which they represent as that corporation could exercise if it were an individual Shareholder or Director. |
Clearing
Houses
| 92. |
If
a clearing house (or its nominee) is a Member of the Company it may authorise such person or persons as it thinks fit to act as its
representative or representatives at any general meeting of the Company or at any general meeting of any Class of Members of the
Company; provided that, if more than one person is so authorised, the authorisation shall specify the number and Class of Shares
in respect of which each such person is so authorised. A person so authorised pursuant to this Article 92 shall be deemed to have
been duly authorised without further evidence of the facts and shall be entitled to exercise the same powers on behalf of the clearing
house (or its nominee) which he or she represents as that clearing house (or its nominee) could exercise if it were an individual
Member holding the number and Class of Shares specified in such authorisation. |
Directors
| 93. |
The
Company may by resolution of the Directors from time to time fix the maximum and minimum number of Directors to be appointed but
unless such numbers are fixed as aforesaid the minimum number of Directors shall be one and the maximum number of Directors shall
be unlimited. The remuneration of the Directors may be determined by the Directors. |
| 94. |
There
shall be no shareholding qualification for Directors. |
| 95. |
For
so long as the Company’s Shares are traded on a Designated Stock Exchange, the Directors shall be divided into three (3) classes
designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution
or resolutions adopted by the board of Directors. At the first annual general meeting of Members after the IPO, the term of office
of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the second annual
general meeting of Members after the IPO, the term of office of the Class II Directors shall expire and Class II Directors shall
be elected for a full term of three (3) years. At the third annual general meeting of Members after the IPO, the term of office of
the Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding
annual general meeting of Members, Directors shall be elected for a full term of three (3) years to succeed the Directors of the
class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article 95, each Director
shall hold office until the expiration of his or her term and until his or her successor shall have been duly elected and qualified
or until his or her earlier death, resignation or removal. No decrease in the number of Directors constituting the board of Directors
shall shorten the term of any incumbent Director. |
| 96. |
Prior
to the closing of an initial Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares (only)
appoint any person to be a Director and remove any Director for any reason. For the avoidance of doubt (i) prior to the closing of
an initial Business Combination, holders of Class A Shares shall have no right to vote on the appointment or removal of any Director;
provided, however, that if all of the Class B Shares are converted prior to the date of the initial Business Combination, the holders
of Class A Shares will have the right to vote on the election of Directors and (ii) following the closing of an initial Business
Combination, the Company may by Ordinary Resolution (of all Shareholders entitled to vote) appoint or remove any Director in accordance
with these Articles. |
| 97. |
The
Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director; provided that the appointment
does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of
Directors. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term
of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall
have been duly elected and qualified or until his or her earlier resignation, death or removal. When the number of Directors is increased
or decreased, the board of Directors shall determine the class or classes to which the increased or decreased number of Directors
shall be apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. |
Alternate
Director
| 98. |
Any
Director may in writing appoint another Person to be their alternate and, save to the extent provided otherwise in the form of appointment,
such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be authorised
to sign such written resolutions where they have been signed by the appointing Director, and to act in such Director’s place at any
meeting of the Directors. Every such alternate shall be entitled to attend and vote at meetings of the Directors as the alternate
of the Director appointing them and where they are a Director to have a separate vote in addition to their own vote. A Director
may at any time in writing revoke the appointment of an alternate appointed by them. Such alternate shall not be an Officer
solely as a result of their appointment as an alternate other than in respect of such times as the alternate acts as a Director.
The remuneration of such alternate shall be payable out of the remuneration of the Director appointing them and the proportion thereof
shall be agreed between them. |
Powers
And Duties Of Directors
| 99. |
Subject
to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed
by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the
Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been
valid if that resolution had not been passed. |
| 100. |
The
Directors may from time to time appoint any Person, whether or not a Director to hold such office in the Company as the Directors
may think necessary for the administration of the Company (including, for the avoidance of doubt and without limitation, any chairperson
(or co-chairperson) of the board of Directors, one or more chief executive officers, presidents, a chief financial officer, a secretary,
vice-presidents, a treasurer or any other Officers as may be determined by the Directors), and for such term and at such remuneration
(whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers
and duties as the Directors may think fit. Any Person so appointed by the Directors may be removed by the Directors. |
| 101. |
The
Directors may appoint any Person to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold
office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or
assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. |
| 102. |
The
Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any
committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the
Directors. |
| 103. |
The
Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any
company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys
or authorised signatory (any such person being an “Attorney” or “Authorised Signatory”, respectively)
of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by
the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power
of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such
Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory
to delegate all or any of the powers, authorities and discretion vested in them. |
| 104. |
The
Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and
the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article 104. |
| 105. |
The
Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs
of the Company and may appoint any Person to be a member of such committees or local boards and may appoint any managers or agents
of the Company and may fix the remuneration of any such Person. |
| 106. |
The
Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers,
authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such
local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation
may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove
any Person so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any
such annulment or variation shall be affected thereby. |
| 107. |
Any
such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion
for the time being vested in them. |
| 108. |
The
Directors may agree with a Shareholder to waive or modify the terms applicable to such Shareholder’s subscription for Shares without
obtaining the consent of any other Shareholder; provided that such waiver or modification does not amount to a variation or abrogation
of the rights attaching to the Shares of such other Shareholders. |
| 109. |
The
Directors shall have the authority to present a winding up petition on behalf of the Company on the grounds that the Company is unable
to pay its debts within the meaning of section 93 of the Companies Act or where a winding up petition has been presented, apply on
behalf of the Company, for the appointment of a provisional liquidator without the sanction of a resolution passed by the Company
at a general meeting. |
Borrowing
Powers Of Directors
| 110. |
The
Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled
capital or any part thereof, or to otherwise provide for a security interest to be taken in such undertaking, property or uncalled
capital, and to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability
or obligation of the Company or of any third party. |
The
Seal
| 111. |
The
Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors; provided that such authority
may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings
of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence
of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument
to which the Seal is so affixed in their presence. |
| 112. |
The
Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall
not be affixed to any instrument except by the authority of a resolution of the Directors; provided that such authority may be given
prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings
of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall
for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed
in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the
Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in
the presence of any one or more Persons as the Directors may appoint for the purpose. |
| 113. |
Notwithstanding
the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument
for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the
Company. |
Disqualification
Of Directors
| 114. |
The
office of Director shall be vacated, if the Director: |
| |
(a) |
becomes
bankrupt or makes any arrangement or composition with their creditors; |
| |
(b) |
dies
or is found to be or becomes of unsound mind; |
| |
(c) |
resigns
their office by notice in writing to the Company; |
| |
(d) |
prior
to the closing of an initial Business Combination, is removed from office by Ordinary Resolution of the holders of Class B Shares
(only); |
| |
(e) |
following
the closing of an initial Business Combination, is removed from office by Ordinary Resolution of all Shareholders entitled to vote;
or |
| |
(f) |
is
removed from office pursuant to any other provision of these Articles. |
Proceedings
Of Directors
| 115. |
The
Directors may meet together (either within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate
their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes.
In case of an equality of votes the chairperson shall have a second or casting vote. A Director may, and a Secretary or assistant
Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. |
| 116. |
A
Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is
a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can
communicate with each other and such participation shall be deemed to constitute presence in person at the meeting. |
| 117. |
The
quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, if there
be two or more Directors the quorum shall be two, and if there be one Director the quorum shall be one. A Director represented
by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is
present. |
| 118. |
A
Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall
declare the nature of their interest at a meeting of the Directors. A general notice given to the Directors by any Director
to the effect that they are to be regarded as interested in any contract or other arrangement which may thereafter be made with that
company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote
in respect of any contract or proposed contract or arrangement notwithstanding that they may be interested therein and if they do
so their vote shall be counted and they may be counted in the quorum at any meeting of the Directors at which any such contract or
proposed contract or arrangement shall come before the meeting for consideration. |
| 119. |
A
Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with their
office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director
or intending Director shall be disqualified by their office from contracting with the Company either with regard to their tenure
of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered
into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director
so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement
by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding
their interest, may be counted in the quorum present at any meeting of the Directors whereat such Director or any other Director
is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged
and they may vote on any such appointment or arrangement. |
| 120. |
Any
Director may act by themselves or their firm in a professional capacity for the Company, and they or their firm shall be entitled
to remuneration for professional services as if they were not a Director; provided that nothing herein contained shall authorise
a Director or their firm to act as auditor to the Company. |
| 121. |
The
Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording: |
| |
(a) |
all
appointments of Officers made by the Directors; |
| |
(b) |
the
names of the Directors present at each meeting of the Directors and of any committee of the Directors; and |
| |
(c) |
all
resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors. |
| 122. |
When
the chairperson of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding
that all the Directors have not actually come together or that there may have been a technical defect in the proceedings. |
| 123. |
A
resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a
meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms
of appointment of the alternate Director, being entitled to sign such a resolution on behalf of their appointer), shall be as valid
and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case
may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or their duly
appointed alternate. |
| 124. |
The
continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the
number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose
of increasing the number, or of summoning a general meeting of the Company, but for no other purpose. |
| 125. |
The
Directors may elect a chairperson of their meetings and determine the period for which they are to hold office but if no such chairperson
is elected, or if at any meeting the chairperson is not present within fifteen minutes after the time appointed for holding the meeting,
the Directors present may choose one of their number to be chairperson of the meeting. |
| 126. |
Subject
to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairperson of its meetings.
If no such chairperson is elected, or if at any meeting the chairperson is not present within fifteen minutes after the time appointed
for holding the meeting, the committee members present may choose one of their number to be chairperson of the meeting. |
| 127. |
A
committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by
the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in
case of an equality of votes the chairperson shall have a second or casting vote. |
| 128. |
All
acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding
that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid,
or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be
a Director. |
Dividends
| 129. |
Subject
to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for in the Companies Act and these
Articles, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in
issue and authorise payment of the same out of the funds of the Company lawfully available therefor. |
| 130. |
Subject
to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends,
but no dividend shall exceed the amount recommended by the Directors. |
| 131. |
The
Directors may determine, before recommending or declaring any dividend, to set aside out of the funds legally available for distribution
such sums as they think proper as a reserve or reserves which shall be applicable for meeting contingencies, or for equalising dividends
or for any other purpose to which those funds may be properly applied and pending such application may, at the determination of the
Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to
time think fit. |
| 132. |
Any
dividend may be paid in any manner as the Directors may determine. If paid by cheque it will be sent through the post to the
registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to any one of such joint holders
at their registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the
case may be, may direct. Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order
of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. |
| 133. |
The
Directors when paying dividends to the Shareholders in accordance with the foregoing provisions of these Articles may make such payment
either in cash or in specie and may determine the extent to which amounts may be withheld therefrom (including, without limitation,
any taxes, fees, expenses or other liabilities for which a Shareholder (or the Company, as a result of any action or inaction of
the Shareholder) is liable). |
| 134. |
Subject
to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the
amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid
according to the par value of the Shares. |
| 135. |
If
several Persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys
payable on or in respect of the Share. |
| 136. |
No
dividend shall bear interest against the Company. |
Accounts,
Audit and annual return and declaration
| 137. |
The
books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors. |
| 138. |
The
books of account shall be kept at the Office, or at such other place or places as the Directors think fit, and shall always be open
to the inspection of the Directors. |
| 139. |
The
Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations
the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no
Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred
by law or authorised by the Directors or by Ordinary Resolution. |
| 140. |
The
accounts relating to the Company’s affairs shall only be audited if the Directors so determine, in which case the financial year
end and the accounting principles will be determined by the Directors. The financial year of the Company shall end on 31 December
of each year or such other date as the Directors may determine. |
| 141. |
Without
prejudice to the freedom of the Directors to establish any other committee, if the Shares are listed or quoted on the Designated
Stock Exchange, and if required by the Designated Stock Exchange, the Directors shall establish and maintain an audit committee (the
“Audit Committee”) as a committee of the board of Directors and shall adopt a formal written Audit Committee charter
and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the
Audit Committee shall comply with the rules and regulations of the SEC and the Designated Stock Exchange. |
| 142. |
The
Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required
by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands. |
Capitalisation
Of reserves
| 143. |
Subject
to the Companies Act and these Articles, the Directors may: |
| |
(a) |
resolve
to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit
and loss account), whether or not available for distribution; |
| |
(b) |
appropriate
the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid)
held by them respectively and apply that sum on their behalf in or towards: |
| |
(i) |
paying
up the amounts (if any) for the time being unpaid on Shares held by them respectively, or |
| |
(ii) |
paying
up in full unissued Shares or debentures of a nominal amount equal to that sum, |
and
allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in
one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for
distribution may, for the purposes of this Article 143, only be applied in paying up unissued Shares to be allotted to Shareholders credited
as fully paid;
| |
(c) |
make
any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without
limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think
fit; |
| |
(d) |
authorise
a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either: |
| |
(i) |
the
allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the
capitalisation, or |
| |
(ii) |
the
payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved
to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares, |
and
any such agreement made under this authority being effective and binding on all those Shareholders; and
| |
(e) |
generally
do all acts and things required to give effect to any of the actions contemplated by this Article 143. |
Share
Premium Account
| 144. |
The
Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to the credit of such account
from time to time a sum equal to the amount or value of the premium paid on the issue of any Share. |
| 145. |
There
shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of
such Share and the redemption or purchase price; provided that at the determination of the Directors such sum may be paid out of
the profits of the Company or, if permitted by the Companies Act, out of capital. |
Notices
| 146. |
Any
notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or
by sending it by post or courier service in a prepaid letter addressed to such Shareholder at their address as appearing in the Register,
or by electronic mail, or by facsimile should the Directors deem it appropriate. Notice may also be served by electronic communication
in accordance with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory
authority or by placing it on the Company’s website. In the case of joint holders of a Share, all notices shall be given to that
one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient
notice to all the joint holders. |
| 147. |
Any
Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received
due notice of such meeting and, where requisite, of the purposes for which such meeting was convened. |
| 148. |
Any
notice or other document, if served by: |
| |
(a) |
post,
shall be deemed to have been served five clear days after the time when the letter containing the same is posted; |
| |
(b) |
facsimile,
shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of
the facsimile in full to the facsimile number of the recipient; |
| |
(c) |
recognised
courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to
the courier service; |
| |
(d) |
electronic
mail or other electronic communication (such as transmission to any number, address or internet
website (including the website of the SEC) or other electronic delivery methods as otherwise decided and approved by the Directors),
shall be deemed to have been served immediately upon the time of the transmission by electronic mail or approved electronic communication,
and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient; or |
| |
(e) |
placing
it on the Company’s website; service of the notice shall be deemed to have been effected one hour after the notice or document was
placed on the Company’s website. |
In
proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly
addressed and duly posted or delivered to the courier service.
| 149. |
Any
notice or document delivered or sent in accordance with the terms of these Articles shall notwithstanding that such Shareholder be
then dead or bankrupt, and whether or not the Company has notice of their death or bankruptcy, be deemed to have been duly served
in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless their name shall at the time of
the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for
all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming
through or under them) in the Share. |
| 150. |
Notice
of every general meeting of the Company shall be given to: |
| |
(a) |
all
Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices
to them; and |
| |
(b) |
every
Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for their death or bankruptcy would
be entitled to receive notice of the meeting. |
No
other Person shall be entitled to receive notices of general meetings.
Indemnity
| 151. |
To
the fullest extent permitted by law, every Director (including, for the purposes of this Article 151, any alternate Director appointed
pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other Officer (but not including the Company’s
auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured
harmless out of the assets and funds of the Company against all actions or proceedings whether threatened, pending or completed (a
“Proceeding”), costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified
Person, other than by reason of such Indemnified Person’s own actual fraud, wilful default or wilful neglect as determined by a court
of competent jurisdiction, (i) in or about the conduct of the Company’s business or affairs (including as a result of any mistake
of judgment), (ii) arising as a consequence of such Indemnified Person becoming aware of any business opportunity and failing to
present such business opportunity to the Company or otherwise taking any of the actions or omitting to take any of the actions permitted
by the Articles under the heading “Business Opportunities”, (iii) in the execution or discharge of his or her duties, powers,
authorities or discretions, or (iv) in respect of any actions or activities undertaken by an Indemnified Person provided for and
in accordance with the provisions set out above (inclusive) including without prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by such Indemnified Person in defending or otherwise being involved in, (whether successfully
or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
Each Member agrees to waive any claim or right of action he or she might have, whether individually or by or in the right of the
Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action
in the performance of his or her duties with or for the Company; provided that such waiver shall not extend to any matter in respect
of any actual fraud, wilful default or wilful neglect which may attach to such Director. |
| 152. |
No
Indemnified Person shall be liable: |
| |
(a) |
for
the acts, receipts, neglects, defaults or omissions of any other Director or Officer or agent of the Company; or |
| |
(b) |
for
any loss on account of defect of title to any property of the Company; or |
| |
(c) |
on
account of the insufficiency of any security in or upon which any money of the Company shall be invested; or |
| |
(d) |
for
any loss incurred through any bank, broker or other similar Person; or |
| |
(e) |
for
any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified
Person’s part; or |
| |
(f) |
for
any liability, obligation or duty to the Company that may arise as a consequence of such Indemnified Person becoming aware of any
business opportunity and failing to present such business opportunity to the Company or otherwise taking any of the actions or omitting
to take any of the actions permitted by the Articles under the heading “Business Opportunities”; or |
| |
(g) |
for
any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities,
or discretions of such Indemnified Person’s office or in relation thereto; |
unless
the same shall happen through such Indemnified Person’s own actual fraud, wilful default or wilful neglect as determined by a court of
competent jurisdiction.
| 153. |
The
Company will pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance
of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance
of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all
amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under these
Articles or otherwise. |
| 154. |
The
Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or Officer of the Company
against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default,
breach of duty or breach of trust of which such person may be guilty in relation to the Company. |
| 155. |
The
rights to indemnification and advancement of expenses conferred on any Indemnified Person as set out above will not be exclusive
of any other rights that any Indemnified Person may have or hereafter acquire pursuant to an agreement with the Company or otherwise. |
Non-Recognition
Of Trusts
| 156. |
Subject
to the proviso hereto, no Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not,
unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent,
future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires)
any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register;
provided that, notwithstanding the foregoing, the Company shall be entitled to recognise any such interests as shall be determined
by the Directors. |
Business
Combination Requirements
| 157. |
Notwithstanding
any other provision of the Articles, the Articles under this heading “Business Combination Requirements” shall apply during
the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of any Business
Combination and the distribution of the Trust Fund pursuant to Article 164(a). In the event of a conflict between the Articles under
this heading “Business Combination Requirements” and any other Articles, the provisions of the Articles under this heading
“Business Combination Requirements” shall prevail. |
| 158. |
Prior
to the consummation of any Business Combination, the Company shall either: |
| |
(a) |
submit
such Business Combination to its Members for approval; or |
| |
(b) |
provide
Members with the opportunity to have their Public Shares redeemed or repurchased by means of a tender offer for a per-Share repurchase
price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, calculated as of two business days prior
to the consummation of the Company’s initial Business Combination, including interest earned on the Trust Fund (net of Permitted
Withdrawals), divided by the number of Public Shares then in issue. |
| 159. |
If
the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a
proposed Business Combination, it shall file tender offer documents with the SEC prior to completing such Business Combination which
contain substantially the same financial and other information about such Business Combination and the redemption rights as is required
under Regulation 14A of the Exchange Act. |
| 160. |
If,
alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions
in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, not pursuant to the tender offer rules,
and will file such proxy materials with the SEC. |
| 161. |
At
a general meeting called for the purposes of approving a Business Combination pursuant to these Articles the Company shall be authorised
to consummate a Business Combination by Ordinary Resolution. |
| 162. |
Any
Member holding Public Shares may, contemporaneously with any vote on a Business Combination, elect to have their Public Shares redeemed
for cash (the “IPO Redemption”); provided that no such Member acting together with any affiliate or any other person
with whom such Member is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act) may exercise
this redemption right with respect to more than an aggregate of 15.0% of the Public Shares without the consent of the Company; provided
further that any holder that holds Public Shares beneficially through a nominee must identify itself to the Company in connection
with any redemption election in order to validly redeem such Public Shares. In connection with any vote held to approve a proposed
Business Combination, holders of Public Shares seeking to exercise their redemption rights will be required to either tender their
certificates (if any) to the Company’s transfer agent or to deliver their shares to the transfer agent electronically using The Depository
Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior
to the initially scheduled vote on the proposal to approve a Business Combination. If so demanded, the Company shall pay any such
redeeming Member, regardless of whether he or she is voting for or against such proposed Business Combination, a per-Share redemption
price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund calculated as of two business days prior to
the consummation of a Business Combination, including interest earned on the Trust Fund (net of Permitted Withdrawals) divided by
the number of Public Shares then in issue (such redemption price being referred to herein as the “Redemption Price”). |
| 163. |
The
Redemption Price shall be paid promptly following the consummation of the relevant Business Combination. If the proposed Business
Combination is not approved or completed for any reason then such redemptions shall be cancelled and share certificates (if any)
returned to the relevant Members as appropriate. |
| |
(a) |
In
the event that the Company does not consummate a Business Combination by the date that is 24 months from the closing of the IPO (or
27 months if the Company has executed a letter of intent for an initial business combination within 24 months from the closing of
the IPO), or such earlier date as the board of Directors may approve or such later date as the Members of the Company may approve
in accordance with these Articles, the Company shall: |
| |
(i) |
cease
all operations except for the purpose of winding up; |
| |
(ii) |
as
promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund net of any
Permitted Withdrawals ( which interest shall be less up to $100,000 to pay winding up and dissolution expenses), divided by the number
of Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right
to receive further liquidation distributions, if any); and |
| |
(iii) |
as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors,
liquidate and dissolve, |
subject
in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law. In the event that the Company is wound up for any reason prior to the consummation
of a Business Combination, the Company shall also be required to follow the procedures outlined in sub-articles (ii) and (iii) of this
Article 164(a).
| |
(b) |
If
any amendment is made to Article 164(a) that would modify the substance or timing of the Company’s obligation to provide holders
of Class A Shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of
the Public Shares if the Company does not complete its initial Business Combination within the time period provided in Article 164(a)
or such later date as the Members of the Company may approve in accordance with these Articles, or with respect to any other material
provision relating to the rights of holders of Class A Shares or pre-initial Business Combination activity, each holder of Public
Shares shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund
(net of Permitted Withdrawals), divided by the number of Public Shares then in issue. |
| 165. |
Except
for Permitted Withdrawals and up to $100,000 to pay winding up and dissolution expenses, none of the funds held in the Trust Fund
shall be released from the Trust Fund until the earlier of an IPO Redemption pursuant to Article 162, a repurchase of Shares by means
of a tender offer pursuant to Article 158(b), a distribution of the Trust Fund pursuant to Article 164(a) or an amendment under Article
164(b). In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Fund. |
| 166. |
Except
in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 14 where the holders of such Shares have
waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to or in connection with the Company’s
initial Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders
thereof to: (i) receive funds from the Trust Fund; or (ii) vote as a class with the holders of Public Shares on any Business Combination. |
| 167. |
The
Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held
in the Trust Fund (excluding taxes payable on the interest on the Trust Fund) at the time of the Company’s signing a definitive agreement
in connection with a Business Combination. An initial Business Combination must not be effectuated solely with another blank cheque
company or a similar company with nominal operations. |
| 168. |
A
Director may vote in respect of any Business Combination in which such Director has a conflict of interest with respect to the evaluation
of such Business Combination. Such Director must disclose such interest or conflict to the other Directors. |
| 169. |
The
Company may enter into a Business Combination with a target business that is affiliated with the Sponsor, any Director or Officer
if such transaction is approved by a majority of the independent directors (as defined pursuant
to the rules and regulations of the Designated Stock Exchange). In the event the Company
enters into a Business Combination with an entity that is affiliated with the Sponsor, Officers or Directors, the Company, or a committee
of independent directors (as defined pursuant to the rules and regulations of the Designated Stock Exchange), will obtain an opinion
from independent investment banking firm or another independent entity that commonly renders valuation opinions that such a Business
Combination is fair to the Company from a financial point of view. |
| 170. |
The
Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee
shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise cause compliance
with the terms of the IPO. |
Business
Opportunities
| 171. |
In
recognition and anticipation of the facts that: (a) directors, managers, officers, members, partners, managing members, employees
and/or agents of one or more other organizations, including members of the Investor Group (each of the foregoing, an “Officer
and Director Related Person”) may serve as Directors and/or Officers of the Company; and (b) such organisations (the “Officer
and Director Related Entities”) and the Investor Group engage, and may continue to engage in the same or similar activities
or related lines of business as those in which the Company, directly or indirectly, and/or other business activities that overlap
with or compete with those in which the Company, directly or indirectly, may engage, the Articles under this heading “Business
Opportunities” are set forth to regulate and define the conduct of certain affairs of the Company as they may involve the Members
and the Officer and Director Related Persons, and the powers, rights, duties and liabilities of the Company and its Officers, Directors
and Members in connection therewith. |
| 172. |
To
the fullest extent permitted by law, except and to the extent expressly assumed by contract, the Investor Group, the Officer and
Director Related Entities and the Officer and Director Related Persons shall have no duty to refrain from engaging directly or indirectly
in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by law, the Company
renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction
or matter which (i) may be a corporate opportunity for any of the Investor Group or the Officer and Director Related Entities, on
the one hand, and the Company, on the other, or (ii) the presentation of which would breach an existing legal obligation of a Director
or Officer to any other entity. To the fullest extent permitted by law, the Investor Group, Officer and Director Related Entities
and the Officer and Director Related Persons shall have no duty to communicate or offer any such corporate opportunity to the Company
and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer of the
Company solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself,
directs such corporate opportunity to another Person, or does not communicate information regarding such corporate opportunity to
the Company and further, the Company hereby waives any claim or cause of action it may have with respect to the foregoing. |
| 173. |
Except
as provided elsewhere in these Articles, the Company hereby renounces any interest or expectancy of the Company in, or in being offered
an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and
another entity, including any of the Investor Group or any Officer and Director Related Entity, about which a Director and/or Officer
of the Company acquires knowledge. |
| 174. |
To
the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced by the foregoing
Articles to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by law,
any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by law, the
provisions of the Articles under the heading “Business Opportunities” apply equally to activities conducted in the future
and that have been conducted in the past. |
Winding
Up
| 175. |
If
the Company shall be wound up the liquidator shall apply the assets of the Company in such manner and order as they think fit in
satisfaction of creditors’ claims. |
| 176. |
If
the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution divide amongst the Shareholders in
specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not)
and may, for such purpose set such value as they deem fair upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction,
vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with
the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any assets whereon there is any liability. |
Amendment
Of Articles Of Association
| 177. |
Subject
to the Companies Act and the rights attaching to the various Classes, the Company may at any time and from time to time by Special
Resolution alter or amend these Articles in whole or in part. |
| 178. |
Prior
to the closing of an initial Business Combination, Articles 96 and 183 may only be amended if approved by a resolution passed by
the affirmative vote of least 90% of the votes cast by holders of the issued Class B Shares. |
Closing
of register or fixing record date
| 179. |
For
the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders
or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination
as to who is a Shareholder for any other purpose, the Directors may, by any means in accordance with the requirements of any Designated
Stock Exchange, provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case 40
days. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice
of, attend or vote at a meeting of Shareholders the Register shall be so closed for at least ten days immediately preceding such
meeting and the record date for such determination shall be the date of the closure of the Register. |
| 180. |
In
lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination
of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose
of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior
to the date of declaration of such dividend, fix a subsequent date as the record date for such determination. |
| 181. |
If
the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice
of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date
on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted,
as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that
are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article 181, such
determination shall apply to any adjournment thereof. |
Registration
By Way Of Continuation
| 182. |
The
Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or
such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted
pursuant to this Article 182, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company
in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause
all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. |
| 183. |
Prior
to the conversion of the Class B Shares, only the holders of the Class B Shares shall be entitled to vote with respect to any vote
or votes to continue the Company in a jurisdiction outside the Cayman Islands in accordance with Article 182 (including, but not
limited to, the approval of the organisational documents of the Company in such other jurisdiction). |
Mergers
and Consolidation
| 184. |
The
Company may merge or consolidate in accordance with the Companies Act. |
| 185. |
To
the extent required by the Companies Act, the Company may by Special Resolution resolve to merge or consolidate the Company. |
disclosure
| 186. |
The
Directors, or any authorised service providers (including the Officers, the Secretary and the registered office agent of the Company),
shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which the Shares may from time
to time be listed, any information regarding the affairs of the Company including, without limitation, information contained in the
Register and books of the Company. |
Exclusive
Jurisdiction and Forum
| 187. |
Unless
the Company consents in writing to the selection of an alternative forum, the courts of the
Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum of
Association, the Articles or otherwise related in any way to each Member’s shareholding in the Company, including but not limited
to: |
| |
(a) |
any
derivative action or proceeding brought on behalf of the Company; |
| |
(b) |
any
action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director, Officer or other employee
of the Company to the Company or the Members; |
| |
(c) |
any
action asserting a claim arising pursuant to any provision of the Companies Act, the Memorandum of Association or the Articles; or |
| |
(d) |
any
action asserting a claim against the Company governed by the “Internal Affairs Doctrine” (as such concept is recognised
under the laws of the United States of America) or otherwise concerning its internal affairs. |
| 188. |
Subject
to Article 190 below, each Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all
such claims or disputes. |
| 189. |
Without
prejudice to any other rights or remedies that the Company may have, each Member acknowledges that damages alone would not be an
adequate remedy for any breach of the exclusive jurisdiction and forum provisions set out above and that accordingly the Company
shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief
for any threatened or actual breach of those provisions. |
| 190. |
Articles
187, 188 and 189 shall not apply to any action or suits brought to enforce any liability or duty created
by the U.S. Securities Act of 1933, as amended, the Exchange Act, or any claim for which the federal district courts of the United
States of America are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim. |
32
Exhibit 4.1
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP G7S17G 111
PRAETORIAN ACQUISITION CORP.
UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE
AND ONE-THIRD OF ONE REDEEMABLE WARRANT,
EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE
ONE CLASS A ORDINARY SHARE
THIS CERTIFIES THAT is the owner of Units of Praetorian
Acquisition Corp., a Cayman Islands exempted company (the “Company”), transferrable on the books of the Company
in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
Each Unit (“Unit”) consists
of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Share”), of the Company, and one-third
(1/3) of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase
one Ordinary Share (subject to adjustment) for $11.50 per share (subject to adjustment). Each Warrant will become exercisable thirty (30)
days after the Company’s completion of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or other similar business combination with one or more businesses (each a “Business Combination”), and will
expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes
its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary
Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to [•], 2026, unless
Clear Street, LLC elects to allow separate trading earlier, subject to the Company’s filing of a Current Report on Form 8-K with
the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds
of the Company’s initial public offering and issuing a press release announcing when separate trading will begin. No fractional
Warrants will be issued upon separation of the Units. The terms of the Warrants are governed by a Warrant Agreement, dated as of [•],
2026 (the “Warrant Agreement”), between the Company and Odyssey Transfer and Trust Company, as Warrant Agent,
and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents
to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 2155 Woodlane Drive, Suite
100 Woodbury, MN 55125 and are available to any Warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar of the Company.
This certificate shall be governed by and construed in accordance with
the internal laws of the State of New York.
Witness the facsimile signature of a duly authorized signatory of the
Company.
| |
|
| Authorized Signatory |
|
| |
|
| Transfer Agent |
|
Praetorian Acquisition Corp.
The Company will furnish without charge to each
unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special
rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights.
The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:
| TEN COM |
— |
as tenants in common |
UNIF GIFT
MIN ACT |
_________ Custodian _________ |
| |
|
|
|
(Cust) (Minor) |
| TEN ENT |
— |
as tenants by the entireties |
|
|
| |
|
|
|
Under Uniform Gifts to Minors Act |
| JT TEN |
— |
as joint tenants with right of survivorship and not as tenants in common |
|
_____________________________
(State) |
Additional abbreviations may also be used though
not in the above list.
For value received, hereby sell, assign and transfer unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE)
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)
Units represented by the within certificate,
and do hereby irrevocably constitute and appoint
Attorney to transfer the said Units on the
books of the within named Company with full power of substitution in the premises.
Dated
| Notice: |
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. |
| Signature(s) Guaranteed: |
| |
| THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). |
As more fully described in, and subject to the
terms and conditions described in, the Company’s final prospectus for its initial public offering dated the holder(s) of this certificate
shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s
initial public offering in the event that (i) the Company redeems the Ordinary Shares included in the Units sold in its initial public
offering and liquidates because it does not consummate an initial Business Combination within the time period set forth in the Company’s
Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, or (ii) if the holder(s) properly
redeem for cash his, her or its respective Ordinary Shares included in the Units represented by this certificate in connection (x) with
a general meeting called to approve the initial Business Combination, or (y) without a shareholder vote by means of a tender offer (or
proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial Business Combination) setting forth
the details of a proposed initial Business Combination, or (z) with a shareholder vote to amend the Company’s Amended and Restated
Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in
connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares included in the units sold in
the Company’s initial public offering if it does not consummate an initial Business Combination within the time set forth in the
Company’s Amended and Restated Memorandum and Articles of Association or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial Business Combination activity, as the same may be amended from time to time. In no other
circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.
3
Exhibit 4.2
[Form of Class A Ordinary Share Certificate]
| NUMBER |
|
NUMBER C-SHARES |
| |
|
SEE REVERSE FOR CERTAIN DEFINITIONS |
| |
|
|
| |
|
CUSIP G7S17G 103 |
PRAETORIAN ACQUISITION CORP.
INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS
CLASS A ORDINARY SHARES
| This Certifies that ____________________ is the owner of ________________________ |
FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY
SHARES OF PAR VALUE $0.0001 EACH OF
PRAETORIAN ACQUISITION CORP.
(THE “COMPANY”)
transferable on the books of the Company in person
or by duly authorized attorney upon surrender of this certificate properly endorsed, and subject to the Company’s amended and restated
memorandum and articles of association, as the same may be amended from time to time (the “Memorandum and Articles”).
The Company will be forced to redeem all of its Class A ordinary shares if it is unable to complete an initial business combination within
the period of time set forth in the Memorandum and Articles, as more fully described in the Company’s final prospectus dated [●],
2026.
This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar.
Witness the facsimile signatures of the Company’s
duly authorized officers.
| Secretary |
|
Cayman Islands |
|
Chief Executive Officer |
| |
|
|
|
|
PRAETORIAN ACQUISITION CORP.
The Company will furnish
without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Memorandum
and Articles and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the
Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| |
|
|
UNIFGIFT MIN ACT |
– |
Custodian |
| TEN COM |
– |
as tenants in common |
|
|
(Cust)
(Minor) |
| TEN ENT |
– |
as tenants by the entireties |
|
|
under Uniform Gifts to Minors Act |
| |
|
|
|
|
|
| JT TEN |
– |
as joint tenants with right of survivorship and not as tenants in common |
|
|
(State) |
Additional abbreviations may also be used though not in the above list.
| For value received, |
|
hereby sell, assign and transfer unto |
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)
Shares represented by the within Certificate, and hereby irrevocably
constitutes and appoints
Attorney to transfer the said shares on the books
of the within named Company with full power of substitution in the premises.
Dated:
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed:
By ___________________________________________________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
As more fully described in, and subject to the
terms and conditions described in, the Company’s final prospectus for its initial public offering dated the holder(s) of this certificate
shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s
initial public offering in the event that (i) the Company redeems the Class A ordinary shares included in the units sold in its initial
public offering and liquidates because it does not consummate an initial business combination within the time period set forth in the
Memorandum and Articles, as the same may be amended from time to time, or (ii) if the holder(s) properly redeem for cash his, her or its
respective Class A ordinary shares included in the units sold in the Company’s initial public offering in connection (x) with a
general meeting called to approve the initial business combination, or (y) without a shareholder vote by means of a tender offer (or proxy
solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the
details of a proposed initial business combination, or (z) with a shareholder vote to amend the Memorandum and Articles (A) to modify
the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business
combination or to redeem 100% of the Class A ordinary shares included in the units sold in the Company’s initial public offering
if it does not consummate an initial business combination within the time set forth in the Memorandum and Articles or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, as the same may
be amended from time to time. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust
account.
Exhibit 4.4
WARRANT AGREEMENT
THIS WARRANT AGREEMENT
(this “Agreement”), dated as of [●], 2025, is by and between Praetorian Acquisition Corp., a Cayman Islands
exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant
agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Shares”)
and one-third of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 7,333,333 warrants (or up to 8,433,333 warrants if the underwriter exercises in full its right
to purchase additional Units in the Offering (the “Over-allotment Option”)) to public investors in the Offering
(the “Public Warrants”);
WHEREAS, the Company
entered into that certain Private Placement Warrants Purchase Agreement with Praetorian Sponsor LLC, a Delaware limited liability company
(the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 4,670,000 private placement
warrants (or 5,000,000 private placement warrants if the Over-allotment Option is exercised in full) simultaneously with the closing of
the Offering (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant,
each bearing the legend set forth in Exhibit A hereto;
WHEREAS, the Company
was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses (a “Business Combination”);
WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate
of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the Company funds as the Company may
require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 warrants at a price of $1.00 per
warrant (the “Working Capital Warrants” and, together with the Public Warrants and the Private Placement Warrants,
the “Warrants”), which will be identical to the Private Placement Warrants;
WHEREAS, each Warrant
entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described herein;
WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form
S-1, File No. 333-[●] (the “Registration Statement”), and a prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the
Public Warrants and the Class A Shares included in the Units;
WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.
NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:
| 1. | Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
to perform the same in accordance with the terms and conditions set forth in this Agreement. |
| 2.1 | Form of Warrant. Each Warrant shall be issued in registered
form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit B hereto, the provisions of
which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairperson of the Company’s board
of directors (the “Board”), President, Chief Executive Officer, Chief Financial Officer, Secretary or other
principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased
to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented by one or
more book-entry certificates (each, a “Book-Entry Warrant Certificate”). |
| 2.2 | Effect of Countersignature. If a physical certificate
is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant certificate shall be invalid and
of no effect and may not be exercised by the holder thereof. |
| 2.3.1 | Warrant Register. The Warrant Agent shall maintain books
(the “Warrant Register”) for the registration of original issuance and the registration of transfer of the
Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective
holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All
of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with The Depository Trust
Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership
of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with
the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). |
If the Depositary subsequently ceases
to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver
to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver
to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”).
Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit B, with appropriate insertions, modifications
and omissions, as provided above.
| 2.3.2 | Registered Holder. Prior to due presentment for registration
of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered
in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant
represented thereby (notwithstanding any notation of ownership or other writing on a Definitive Warrant Certificate made by anyone other
than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. |
| 2.4 | Detachability of Warrants. The Class A Shares and Public
Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day
is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business
(a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment
Date”) with the consent of Clear Street, LLC, as representative of the several underwriters, but in no event shall the
Class A Shares and the Public Warrants comprising the Units be separately traded until the Company issues a press release and files with
the Commission a Current Report on Form 8-K announcing when such separate trading shall begin. Holders of Warrants shall contact the
Transfer Agent in order to effect such separation. |
| 2.5 | No Fractional Warrants Other Than as Part of Units. The
Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one Class A Share and one-third
of one Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled
to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such
holder. |
| 2.6 | Private Placement Warrants and Working Capital Warrants.
The Private Placement Warrants and Working Capital Warrants shall be identical to the Public Warrants, except that until the date that
is thirty (30) days after the completion by the Company of an initial Business Combination the Private Placement Warrants and the Working
Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: |
| 2.6.1 | to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of
such affiliates; |
| 2.6.2 | in the case of an individual, by gift to a member of such individual’s immediate family or to a
trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable
organization; |
| 2.6.3 | in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; |
| 2.6.4 | in the case of an individual, pursuant to a qualified domestic relations order; |
| 2.6.5 | by private sales or transfers made in connection with any forward purchase agreement or similar arrangement,
in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation
of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; |
| 2.6.6 | by pro rata distributions from the Sponsor to its respective members, partners or stockholders pursuant
to the Sponsor’s limited liability company agreement or other charter documents; |
| 2.6.7 | by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor
upon dissolution of the Sponsor; |
| 2.6.8 | in the event of the Company’s liquidation prior to the consummation of a Business Combination; |
| 2.6.9 | to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible
under subsections 2.6.1 through 2.6.7 above; |
| 2.6.10 | to the Company for no value for cancellation in connection with the consummation of an initial Business
Combination; and |
| 2.6.11 | in the event that, subsequent to the consummation of an initial Business Combination, the Company completes
a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange
their Class A Shares for cash, securities or other property; provided, however, that, in the case of subsections 2.6.1
through 2.6.7, and 2.6.9 these transferees (the “Permitted Transferees”) enter into a written
agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in
the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, and the Company’s officers and directors. |
| 2.7 | Working Capital Warrants. Each of the Working Capital
Warrants shall be identical to the Private Placement Warrants. |
| 3. | Terms
and Exercise of Warrants. |
| 3.1 | Warrant Price. Each Warrant shall entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Agreement, including without limitation, subsection 3.3.5,
to purchase from the Company the number of Class A Shares stated therein, at the price of $11.50 per share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price”
as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,”
to the extent permitted hereunder) described in the prior sentence at which the Class A Shares may be purchased at the time a Warrant
is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below)
for a period of not less than twenty (20) Business Days (unless otherwise required by the Commission, any national securities exchange
on which the Warrants are listed or applicable law), provided, that the Company shall provide at least three (3) days’ prior
written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be
identical among all of the Warrants. |
| 3.2 | Duration of Warrants. A Warrant may be exercised only
during the period (the “Exercise Period”) (A) commencing on the date that is thirty (30) days after the first
date on which the Company completes a Business Combination, and terminating on the earliest to occur of: (x) 5:00 p.m., New York City
time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation
of the Company, and (z) with respect to a redemption pursuant to Section 6.1 hereof, 5:00 p.m., New York City time on the Redemption
Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Each outstanding
Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days
prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension
shall be identical in duration among all the Warrants. |
| |
3.3.1 | Payment. Subject to the provisions of the Warrant and
this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by
delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be
exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the
Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Class
A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the
Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares
and the issuance of such Class A Shares, as follows: |
| (a) | in lawful money of the United States, in good bank draft or good certified check payable to the order
of the Warrant Agent or by wire transfer of immediately available funds; |
| (b) | in the event of a redemption pursuant to Section 6 hereof in which the Board has elected to require all holders of the
Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Shares equal
to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess
of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value.
Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall
mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third trading day prior to the
date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or |
| (c) | on a cashless basis as provided in Section 7.4 hereof. |
| 3.3.2 | Issuance of Class A Shares on Exercise. As soon as practicable
after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection
3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable,
for the number of Class A Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her
or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable,
for the number of Class A Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by
a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for
each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any Class A Shares pursuant to the exercise of a Warrant
and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to
the Class A Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable
and the Company shall not be obligated to issue Class A Shares upon exercise of a Warrant unless the Class A Shares issuable upon such
Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws
of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding
sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant. In
no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to
settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless
basis,” the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a Class
A Share, the Company shall round down to the nearest whole number, the number of Class A Shares to be issued to such holder. |
| 3.3.3 | Valid Issuance. All Class A Shares issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable. |
| 3.3.4 | Date of Issuance. Each person in whose name any book-entry
position or certificate, as applicable, for Class A Shares is issued shall for all purposes be deemed to have become the holder of record
of such Class A Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment
of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except
that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant
Agent are closed, such person shall be deemed to have become the holder of such Class A Shares at the close of business on the next succeeding
date on which the share transfer books or book-entry system are open. |
| 3.3.5 | Maximum Percentage. A holder of a Warrant may notify
the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no
holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made
by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right
to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates)
or any “group” of which the holder or its affiliate is a member, would beneficially own in excess of 4.9% or 9.8% (or such
other amount as a holder may specify) (the “Maximum Percentage”) of the Class A Shares outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A Shares beneficially owned
by such person and its affiliates, or any group of which such person and its affiliates is a member, shall include the number of Class
A Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
Class A Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such
person and its affiliates, or any group of which any such person or its affiliates is a member, and (y) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates, or any
group of which such person or its affiliates is a member (including, without limitation, any convertible notes or convertible preferred
shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth
in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable regulations of
the Commission. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable
regulations of the Commission, and the percentage held by the holder shall be determined in a manner consistent with the provisions of
Section 13(d) of the Exchange Act. To the extent that a holder makes the election described in this subsection 3.3.5, the Warrant
Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant
unless it provides to the Warrant Agent in its Election to Purchase, a certification that, upon after giving effect to such exercise,
such person (together with such person’s affiliates) or any “group” of which such holder or its affiliates is a member,
would not beneficially own in excess of the Maximum Percentage of the Class A Shares outstanding immediately after giving effect to such
exercise as determined in accordance with this subsection 3.3.5. For purposes of the Warrant, in determining the number of outstanding
Class A Shares, the holder may rely on the number of outstanding Class A Shares as reflected in (1) the Company’s most recent Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case
may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth
the number of Class A Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company
shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Class A Shares then outstanding. In any
case, the number of outstanding Class A Shares shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding Class A Shares was reported. By
written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to
such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company. |
| 4.1 | Share Capitalizations. |
| 4.1.1 | Sub-division. If after the date hereof, and subject to
the provisions of Section 4.6 below, the number of outstanding Class A Shares is increased by a share capitalization payable in
Class A Shares, or by a sub-division of Class A Shares or other similar event, then, on the effective date of such share capitalization,
sub-division or similar event, the number of Class A Shares issuable on exercise of each Warrant shall be increased in proportion to
such increase in the outstanding Class A Shares. A rights offering made to all or substantially all holders of the Class A Shares entitling
holders to purchase Class A Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed
a share capitalization of a number of Class A Shares equal to the product of (i) the number of Class A Shares actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class
A Shares) and (ii) one (1) minus the quotient of (x) the price per Class A Share paid in such rights offering divided by (y) the Historical
Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable
for Class A Shares, in determining the price payable for Class A Shares, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value”
means the volume weighted average price of the Class A Shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Class A Shares trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights. No Class A Shares shall be issued at less than their par value. |
| 4.1.2 | Extraordinary Dividends. If the Company, at any time
while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to
all or substantially all of the holders of Class A Shares on account of such Class A Shares (or other shares of the Company’s share
capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends
(as defined below), (c) to satisfy the redemption rights of the holders of Class A Shares in connection with a proposed initial Business
Combination, (d) to satisfy the redemption rights of the holders of Class A Shares in connection with a shareholder vote to amend the
Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Charter”)
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
business combination or to redeem 100% of the Class A Shares included in the Units sold in the Offering (the “Public Shares”)
if the Company does not complete the Business Combination within the period set forth in the Charter or (B) with respect to any other
material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the
redemption of Public Shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution
of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Class
A Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash
dividends and cash distributions paid on the Class A Shares during the 365-day period ending on the date of declaration of such dividend
or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and
excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A Shares
issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering) but only with
respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50. Solely for purposes of illustration,
if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate
of $0.40 of cash dividends and cash distributions on the Class A Shares during the 365-day period ending on the date of declaration of
such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend,
by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid
or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all
cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). |
| 4.2 | Aggregation of Shares. If after the date hereof, and
subject to the provisions of Section 4.6 hereof, the number of outstanding Class A Shares is decreased by a consolidation, combination,
reverse share sub-division or reclassification of Class A Shares or other similar event, then, on the effective date of such consolidation,
combination, reverse share sub-division, reclassification or similar event, the number of Class A Shares issuable on exercise of each
Warrant shall be decreased in proportion to such decrease in outstanding Class A Shares. |
| 4.3 | Adjustments in Warrant Price. |
| 4.3.1 | Whenever the number of Class A Shares purchasable upon the exercise of the Warrants is adjusted, as provided
in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class
A Shares so purchasable immediately thereafter. |
| 4.3.2 | If (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes
in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class
A Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance
to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares
(as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued
Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business Combination
(net of redemptions), and (z) the volume weighted average trading price of the Class A Shares during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to
the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
| 4.4 | Replacement of Securities upon Reorganization, etc.
In case of any reclassification or reorganization of the outstanding
Class A Shares (other than a change covered by subsections 4.1.1, 4.1.2 or Section 4.2 hereof or that solely affects
the par value of such Class A Shares), or in the case of any merger or consolidation of the Company with or into another company (other
than a consolidation or merger in which the Company is the continuing company and that does not result in any reclassification or reorganization
of the outstanding Class A Shares), or in the case of any sale or conveyance to another company, corporation or entity of the assets or
other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the warrant
holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the Class A Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the warrant holder would have received if such
warrant holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”);
provided, however, that if the holders of the Class A Shares were entitled to exercise a right of election as to the kind
or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash
or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted
average of the kind and amount received per share by the holders of the Class A Shares in such consolidation or merger that affirmatively
make such election; provided, further, that if less than seventy percent (70%) of the consideration receivable by the holders
of the Class A Shares in the applicable event is payable in the form of ordinary shares in the successor entity that is listed for trading
on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted
immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public
disclosure of the consummation of such applicable event by the Company pursuant to a current report on Form 8-K filed with the Commission,
the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such
reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant
Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”),
as calculated by an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good
faith judgment of the Board, qualified to make such calculation. For purposes of calculating such amount, (1) Section 6.1 shall
be taken into account, (2) the price of each Class A Shares shall be the 10-Day Average Closing Price as of the effective date of the
applicable event, (3) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg determined
as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest
rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Class A Shares consists exclusively of cash, the amount of such cash per Class A
Shares, and (ii) in all other cases, the average last reported sale price of the Class A Shares as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event. If any reclassification also results in a change
in the Class A Shares covered by subsections 4.1.1, 4.1.2 or Section 4.2, then such adjustment shall be made pursuant
to subsections 4.1.1, 4.1.2, Section 4.2, Section 4.3 and this Section 4.4. The provisions of this
Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant. |
| 4.5 | Notices of Changes in Warrant. Upon every adjustment
of the Warrant Price or the number of Class A Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any,
in the number of Class A Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant,
at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event. |
| 4.6 | No Fractional Shares. Notwithstanding any provision contained
in this Agreement to the contrary, the Company shall not issue fractional Class A Shares upon the exercise of Warrants. If, by reason
of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number
of Class A Shares to be issued to such holder. |
| 4.7 | Form of Warrant. The form of Warrant need not be changed
because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price
and the same number of Class A Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however,
that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed. |
| 4.8 | Other Events. In case any event shall occur affecting
the Company as to which none of the provisions of the preceding subsections of this Section 4 are strictly applicable, but which
would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate
the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants,
investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment
to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine
that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is
consistent with any adjustment recommended in such opinion. For the avoidance of doubt, all adjustments made pursuant to this Section
4.8 shall be made equally to all outstanding Warrants. |
| 4.9 | No Adjustment. For the avoidance of doubt, no adjustment
shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Company’s Class B
ordinary shares (the “Class B Ordinary Shares”) into Class A Shares or the conversion of the Class B Ordinary
Shares into Class A Shares, in each case, pursuant to the Charter. |
| 5. | Transfer and Exchange of Warrants. |
| 5.1 | Registration of Transfer. The Warrant Agent shall register
the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, in
the case of a certificated Warrant, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant
shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant
Agent to the Company from time to time upon request. |
| 5.2 | Procedure for Surrender of Warrants. Warrants may be
surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue
in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant
Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be transferred
only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor
depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend
(as in the case of the Private Placement Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant
and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. |
| 5.3 | Fractional Warrants. The Warrant Agent shall not be required
to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position
for a fraction of a warrant, except as part of the Units. |
| 5.4 | Service Charges. No service charge shall be made for
any exchange or registration of transfer of Warrants. |
| 5.5 | Warrant Execution and Countersignature. The Warrant
Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be
issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the
Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. |
| 5.6 | Transfer of Warrants. Prior to the Detachment Date,
the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose
of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating
to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this
Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date. |
| 6.1 | Redemption of Warrants for Cash. All, but not less
than all, of the outstanding Warrants may be redeemed (in whole and not in part), at the option of the Company, at any time during the
Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section
6.2 below, at a Redemption Price (as defined below) of $0.01 per Warrant; provided that (a) the Reference Value equals or
exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration
statement covering the Class A Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the Measurement Period and the 30-day Redemption Period (each as defined in Section 6.2 below). |
| 6.2 | Date Fixed for, and Notice of, Redemption; Redemption
Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Section 6.1, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (such period, the “Redemption
Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant
at which any Warrants are redeemed pursuant to Sections 6.1 and (b) “Reference Value” shall mean the
last reported sales price of the Class A Shares for any twenty (20) trading days within the thirty (30) trading-day period commencing
at least 30 days after the completion of the initial Business Combination and ending on the third trading day prior to the date on which
notice of the redemption is given (the “Measurement Period”). |
| 6.3 | Exercise After Notice of Redemption. The Warrants
may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at any time after
notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In
the event the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant
to subsection 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number of Class A Shares
to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in subsection
3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption Price. |
| 7. | Other Provisions Relating to Rights of Holders of Warrants. |
| 7.1 | No Rights as Shareholder. A Warrant does not entitle
the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive
dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect
of the meetings of shareholders or the election of directors of the Company or any other matter. |
| 7.2 | Lost, Stolen, Mutilated, or Destroyed Warrants. If
any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise
as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute
a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall
be at any time enforceable by anyone. |
| 7.3 | Reservation of Class A Shares. The Company shall at
all times reserve and keep available a number of its authorized but unissued Class A Shares that shall be sufficient to permit the exercise
in full of all outstanding Warrants issued pursuant to this Agreement. |
| 7.4 | Registration of Class A Shares; Cashless Exercise at Company’s
Option. |
| 7.4.1 | Registration of the Class A Shares. The Company agrees
that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination,
it shall use its commercially reasonable efforts to file with the Commission a post-effective amendment to the Registration Statement,
or a new registration statement registering, under the Securities Act, the issuance of the Class A Shares issuable upon exercise of the
Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such post-effective amendment or registration statement, and a current prospectus relating thereto, until the expiration or redemption
of the Warrants in accordance with the provisions of this Agreement. If any such post-effective or registration statement has not been
declared effective by the sixtieth (60th) Business Day following the closing of the initial Business Combination, holders of the Warrants
shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the initial Business Combination
and ending upon such post-effective amendment or registration statement being declared effective by the Commission, and during any other
period when the Company shall fail to have maintained an effective registration statement covering the Class A Shares issuable upon exercise
of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section
3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Class A Shares equal to the quotient obtained
by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied by the excess of the “Fair Market
Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1,
“Fair Market Value” shall mean the average reported closing price of the Class A Shares as reported during the ten (10) trading
day period ending on the third (3rd) trading day prior to the date that notice of exercise is received by the Warrant Agent from the
holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received
by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of
a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall
be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis”
in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Class A Shares
issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as
such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required
to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of
the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations
under the first three sentences of this subsection 7.4.1. |
| 7.4.2 | Cashless Exercise at Company’s Option. If the
Class A Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition
of “covered securities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option,
require holders of Warrants who exercise their Warrants to exercise such Public Warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (i) in the event the Company
so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities
Act, of the Class A Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii)
if the Company does not so file or maintain such registration statement, the Company agrees to use its commercially reasonable efforts
to register or qualify for sale the Class A Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of
the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. |
| 8. | Concerning the Warrant Agent and Other Matters. |
| 8.1 | Payment of Taxes. The Company shall from time to time
promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of
Class A Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the
Warrants or such Class A Shares. |
| 8.2 | Resignation, Consolidation, or Merger of Warrant Agent. |
| 8.2.1 | Appointment of Successor Warrant Agent. The Warrant
Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder
after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation
or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for
the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company
or by such court, shall be a corporation or other entity organized and existing under the laws of the State of New York, in good standing
and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent
shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to
such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. |
| 8.2.2 | Notice of Successor Warrant Agent. In the event a
successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent
for the Class A Shares not later than the effective date of any such appointment. |
| 8.2.3 | Merger or Consolidation of Warrant Agent. Any entity
into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation
to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act. |
| 8.3 | Fees and Expenses of Warrant Agent. |
| 8.3.1 | Remuneration. The Company agrees to pay the Warrant
Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement,
reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties
hereunder. |
| 8.3.2 | Further Assurances. The Company agrees to perform,
execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments,
and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement. |
| 8.4 | Liability of Warrant Agent. |
| 8.4.1 | Reliance on Company Statement. Whenever in the performance
of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer,
Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the Board of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to
the provisions of this Agreement. |
| 8.4.2 | Indemnity. The Warrant Agent shall be liable hereunder
only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save
it harmless against any and all liabilities, including judgments, out of pocket costs and reasonable outside counsel fees, for anything
done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence,
willful misconduct, fraud or bad faith. |
| 8.4.3 | Exclusions. The Warrant Agent shall have no responsibility
with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature
thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement
or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Class A Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Class A Shares shall,
when issued, be valid and fully paid and non-assessable. |
| 8.5 | Acceptance of Agency. The Warrant Agent hereby accepts
the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other
things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company,
all monies received by the Warrant Agent for the purchase of Class A Shares through the exercise of the Warrants. |
| 8.6 | Waiver. The Warrant Agent has no right of set-off
or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust
Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and
the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the Trust Account for any reason whatsoever. The Warrant Agent hereby irrevocably waives any and all Claims against the Trust
Account, including any monies therein or any distribution therefrom, and any and all rights to seek access to the Trust Account. |
| 9. | Miscellaneous Provisions. |
| 9.1 | Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors
and assigns. |
| 9.2 | Notices. Any notice, statement or demand authorized
by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent),
as follows: |
Praetorian Acquisition Corp.
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131
Attention: Justin Di Rezze, Chief Executive Officer
Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attention: Compliance Department
in each case, with copies to:
[●]
Attn: [●]
Email: [●]
Clear Street, LLC
4 World Trade Center, Floor 45
New York, NY 10007
Facsimile: [●]
and
Reed Smith LLP
2850 N Harwood Street, Suite 1500
Dallas, TX 75201
Tel: (469) 680-4200
Attn: Lynwood Reinhardt, Esq.
Email: LReinhardt@reedsmith.com
| 9.3 | Applicable Law and Exclusive Forum. The validity,
interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New
York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall
be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding
the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange
Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person
or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the
forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above,
is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to
have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States
District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder. |
| 9.4 | Persons Having Rights under this Agreement. Nothing
in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties hereto
and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the
Warrants. |
| 9.5 | Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times
at the office of the Warrant Agent in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent. |
| 9.6 | Counterparts. This Agreement may be executed in any
number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. |
| 9.7 | Effect of Headings. The section headings herein are
for convenience only and are not part of this Agreement and shall not affect the interpretation thereof. |
| 9.8 | Amendments. This Agreement may be amended by the parties
hereto without the consent of any Registered Holder (i) for the purpose of (x) curing any ambiguity or to correct any defective provision
contained herein, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth
in the Prospectus, (y) adjusting the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the
second sentence of subsection 4.1.2 or (z) adding or changing any other provisions with respect to matters or questions arising
under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest
of the Registered Holders, and (ii) to provide for the delivery of an Alternative Issuance pursuant to Section 4.4. All other
modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall
require the vote or written consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants and, solely
with respect to any amendment to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this Agreement
with respect to the Private Placement Warrants, or Working Capital Warrants (including, for the avoidance of doubt, the forfeiture or
cancellation of any Private Placement Warrants or Working Capital Warrants), 50% of the number of then outstanding Private Placement
Warrants and Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration
of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders. |
| 9.9 | Severability. This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
| PRAETORIAN ACQUISITION CORP. |
| |
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| By: |
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| Name: |
Justin Di Rezze |
|
| Title: |
Chief Executive Officer |
|
| |
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| ODYSSEY TRANSFER AND TRUST COMPANY, as
Warrant Agent |
| |
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| By: |
|
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| Name: |
|
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| Title: |
|
|
EXHIBIT A
PRIVATE PLACEMENT WARRANTS LEGEND
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS BY
AND AMONG PRAETORIAN ACQUISITION CORP. (THE “COMPANY”), PRAETORIAN SPONSOR LLC AND THE OTHER SIGNATORIES THERETO, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON
WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN)
EXCEPT TO A PERMITTED TRANSFEREE WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY
SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.
EXHIBIT B
[Form of Warrant Certificate]
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE
WARRANT AGREEMENT DESCRIBED BELOW
PRAETORIAN ACQUISITION CORP.
Incorporated Under the Laws of the Cayman Islands
CUSIP [●]
Warrant Certificate
This Warrant Certificate certifies that , or registered
assigns, is the registered holder of warrants evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase Class A Ordinary Shares, $0.0001 par value per share (the “Ordinary Shares”), of Praetorian Acquisition
Corp., a Cayman Islands exempted company (the “Company”). Each whole Warrant entitles the holder, upon exercise during
the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant
Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United
States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent
referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant is initially exercisable for
one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round
down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable
upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.
The initial Warrant Price per Ordinary Share for
any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events set forth in
the Warrant Agreement.
Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement. In
addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of a Warrant
has delivered a notice contemplated by subsection 3.5.5 of the Warrant Agreement, neither the Company nor the Warrant Agent shall
issue to Holder, and Holder may not acquire, any right it might have to acquire, a number of Ordinary Shares upon exercise of any Warrant
to the extent that, upon such exercise, the number of Ordinary Shares then beneficially owned by Holder would exceed the Maximum Percentage
of Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5
of the Warrant Agreement.
Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate shall be governed by
and construed in accordance with the internal laws of the State of New York.
| PRAETORIAN ACQUISITION CORP. |
|
| |
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| By: |
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| Name: |
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| Title: |
|
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| |
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| ODYSSEY TRANSFER AND TRUST COMPANY as Warrant Agent |
| |
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| By: |
|
|
| Name: |
|
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| Title: |
|
|
[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued
pursuant to a Warrant Agreement dated as of [●], 2025 (the “Warrant Agreement”), duly executed and delivered
by the Company to Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the
words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of
the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together
with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in
the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the
holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.
The Warrant Agreement provides that upon the occurrence
of certain events the number of Ordinary Shares issuable upon the exercise of the Warrants set forth on the face hereof may, subject to
certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the
holder of the Warrant.
Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.
Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.
The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants
nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders payment for such Ordinary Shares to
the order of Praetorian Acquisition Corp. (the “Company”) in the amount of $_____ in accordance with the terms hereof.
The undersigned requests that a certificate for such Ordinary Shares be registered in the name of , whose address is , and that such Ordinary
Shares be delivered to , whose address is . If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the
name of , whose address is and that such Warrant Certificate be delivered to , whose address is .
In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required “cashless”
exercise pursuant to Section 6.3 and Section 3.3.1(b) of the Warrant Agreement, the number of Ordinary Shares that this
Warrant is exercisable for shall be determined in accordance with Section 6.3 and Section 3.3.1(b) of the Warrant Agreement.
In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant
is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable
for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii)
the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of Ordinary
Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests
that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of , whose address
is and that such Warrant Certificate be delivered to , whose address is .
To be included in any Election to Purchase of
a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.
By signing this Election to Purchase, the undersigned
hereby certifies that upon after giving effect to such exercise, the undersigned (together with such person’s affiliates) or any
“group” of which holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the
Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5
of the Warrant Agreement.
[Signature Page Follows]
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).
Exhibit 5.1
 |
Reed Smith LLP
599 Lexington Avenue
22nd Floor
New York, NY 10022
Phone: 212.521.5400
Fax 212.521.5450
reedsmith.com |
January 16, 2026
Praetorian Acquisition Corp.
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131
Ladies and Gentlemen:
We have acted as special United States counsel
to Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), in connection with the Registration
Statement on Form S-1 (File No. 333-291569) (such registration statement, as amended through the date hereof, the “Registration
Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the Company
(the “Offering”) of (a) up to 25,300,000 units
of the Company (the “Units”) (including up to 3,300,000 Units subject to the underwriters’ option to purchase
additional Units), each such Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary
Shares”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”),
each Warrant exercisable for the purchase of one Ordinary Share, as set forth in the prospectus included in the Registration Statement
(the “Prospectus”) and (b) all Ordinary Shares and all Warrants, in each case, to be issued as part of the Units.
The term “Units” also includes any additional Units (and the underlying securities) that may be issued by the Company pursuant
to Rule 462(b) under the Securities Act in connection with the Offering.
This opinion letter is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have reviewed originals or copies of the Registration
Statement, the Prospectus, the form of warrant agreement (the “Warrant Agreement”) proposed to be entered into
by the Company and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (the “Warrant Agent”)
that is filed as Exhibit 4.4 to the Registration Statement, the form of underwriting agreement (the “Underwriting Agreement”)
proposed to be entered into by the Company and Clear Street LLC, as underwriter to the Company that is filed as Exhibit 1.1 to the Registration
Statement, and the form of Unit certificate filed as Exhibit 4.1 to the Registration Statement (together with the Warrant Agreement and
the Underwriting Agreement, the “Transaction Documents”), and such other corporate records, agreements and documents
of the Company, certificates or comparable documents of public officials and officers of the Company and have made such other investigations
as we have deemed necessary as a basis for the opinions set forth below.
In rendering the opinions set forth below, we
have assumed:
| a. | the genuineness of all signatures; |
| b. | the legal capacity of natural persons; |
| c. | the authenticity of all documents submitted to us as originals; |
| d. | the conformity to original documents of all documents submitted to us as duplicates or conformed copies; |
| e. | as to matters of fact, the truthfulness of the representations made in certificates or comparable documents
of public officials and officers of the Company; |
| f. | the board of directors of the Company or a duly constituted and acting committee of such board of directors
will have taken all action necessary to set the public offering price of the Units; |
| g. | the Company (i) is validly existing and in good standing, (ii) has requisite legal status and legal capacity
under the laws of the jurisdiction of its organization, (iii) has complied and will comply with all aspects of the laws of the jurisdiction
of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the Warrant Agreement
and the Underwriting Agreement, and (iv) has the corporate power and authority to execute, deliver and perform all its obligations under
the Warrant Agreement and the Underwriting Agreement; and |
| h. | neither the execution and delivery by the Company of the Transaction Documents nor the performance by
the Company of its obligations thereunder, including the issuance and sale of the Units and Warrants (i) constitutes or will constitute
a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject,
(iii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject,
(iv) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make
the assumption set forth in this clause (iv) with respect to the Opined-on Law (as defined below)), or (v) requires or will require the
consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any
law, rule, or regulation of any jurisdiction. |
We have not independently established the validity
of the foregoing assumptions.
Based upon the foregoing, and subject to the qualifications,
assumptions and limitations stated herein, we are of the opinion that:
| 1. | The Units, when issued and sold by the Company in the manner contemplated in the Registration Statement
and Prospectus against payment therefor, and assuming the due authorization, execution and delivery of the Units by Odyssey Transfer and
Trust Company, as transfer agent, will constitute the legal, valid, and binding obligations of the Company, enforceable against the Company
in accordance with their terms under the laws of the State of New York, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability,
to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity). |
| 2. | The Warrants included in the Units, when the Units are issued and sold by the Company in the manner contemplated
in the Registration Statement and Prospectus against payment therefor, and assuming the due authorization, execution and delivery of such
Warrants by the Warrant Agent, will constitute the legal, valid, and binding obligations of the Company, enforceable against the Company
in accordance with their terms, under the laws of the State of New York, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability,
to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity). |
The opinions stated herein are subject to the
qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) public policy considerations which
may limit the rights of parties to obtain certain remedies, (ii) any requirement that a claim with respect to any security denominated
in other than U.S. dollars (or a judgment denominated in other than U.S. dollars in respect of such claim) be converted into U.S. dollars
at a rate of exchange prevailing on a date determined in accordance with applicable law, (iii) any provision waiving the right to object
to venue in any court, (iv) any agreement to submit to the jurisdiction of any federal court, and (v) governmental authority to limit,
delay or prohibit the making of payments outside of the United States or in a foreign currency or currency unit.
Our opinion is limited to the laws of the State
of New York (the “Opined-on Law”) and we do not express any opinion herein concerning any other law. We advise
you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any
relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern. This opinion
letter speaks only as of its date.
We hereby consent to the filing of this opinion
letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus.
In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of
the Securities Act, and the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ REED SMITH LLP
REED SMITH LLP
3
Exhibit 5.2
| 16 January 2026 |
Our Ref: AB/SH/S11230-198944 |
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Praetorian Acquisition Corp.
c/o Walkers Corporate Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands |
|
Dear Addressees
We have been asked to provide this legal opinion
to you with regard to the laws of the Cayman Islands in connection with the registration of an underwritten initial public offering by
Praetorian Acquisition Corp. (the “Company”), of:
| 1. | up to 22,000,000 units (the “Units”), each Unit consisting of one Class A ordinary share
in the capital of the Company, par value US$0.0001 (each such Class A ordinary share issued as part of the Units and the Over-Allotment
Units (as defined below) and issued upon exercise of the Warrants (as defined below) included in the Units and the Over-Allotment Units
an “Ordinary Share” and together, the “Ordinary Shares”), and one-third of one warrant to purchase one
Ordinary Share (the “Warrants”); |
| 2. | up to 3,300,000 Units (the “Over-Allotment Units”), which may be issued upon exercise
of an option granted to the underwriters to cover over-allotments, if any; |
| 3. | all Ordinary Shares and all Warrants issued as part of the Units and the Over-Allotment Units; and |
| 4. | all Ordinary Shares that may be issued upon exercise of the Warrants included in the Units and the Over-Allotment
Units, |
in each case under the United States Securities
Act of 1933, as amended (the “Securities Act”) and pursuant to the terms of the Registration Statement (as defined in
Schedule 1).
For the purposes of giving this opinion, we have examined and relied solely upon the originals or copies of the
documents listed in Schedule 1.
We are Cayman Islands Attorneys at Law and express
no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.
Based upon the foregoing examinations and the
assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws
of the Cayman Islands, as at the date hereof, we give the following opinions in relation to the matters set out below.
| 1. | The Company is an exempted company duly incorporated with limited liability, validly existing under the
laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the “Registrar”). |
| 2. | The Ordinary Shares to be issued as part of the Units and the Over-Allotment Units, as contemplated by
the Registration Statement, have been duly authorised by all necessary corporate action of the Company, and upon the issue of the Ordinary
Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary
Shares have been issued and credited as fully paid), delivery and payment therefor by the purchaser in accordance with the Memorandum
and Articles (as defined in Schedule 1) and in the manner contemplated by the Registration Statement and the Underwriting Agreement (as
defined in Schedule 1), the Ordinary Shares will be validly issued, fully paid and non-assessable. |
| 3. | The Ordinary Shares to be issued upon redemption of the Warrants as contemplated by the Warrant Documents
(as defined in Schedule 1), have been duly authorised by all necessary corporate action of the Company and upon the issue of such Ordinary
Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary
Shares have been issued and credited as fully paid), delivery and redemption of the Warrants in accordance with the Memorandum and Articles
and in the manner contemplated by the Registration Statement and the Warrant Documents, such Ordinary Shares will be validly issued, fully
paid and non-assessable. |
| 4. | The execution, delivery and performance of the Unit Certificate (as defined in Schedule 1) and the Warrant
Documents have been authorised by and on behalf of the Company and, once the Unit Certificate and the Warrant Documents have been executed
and unconditionally delivered by the Company, such documents will be duly executed and delivered on behalf of the Company and will constitute
the legal, valid and binding obligations of the Company enforceable in accordance with their terms. |
The foregoing opinions are given based on the
following assumptions.
| 1. | The originals of all documents examined in connection with this opinion are authentic. The signatures,
initials and seals on the Documents and Resolutions (each as defined in Schedule 1) are, or will be, genuine and are, or will be, those
of a person or persons stated therein. All documents purporting to be sealed have been, or will be, so sealed. All copies are complete
and conform to their originals. The Documents when executed will conform in every material respect to the latest drafts of the same produced
to us prior to the date hereof and, where provided in successive drafts, have been marked up to indicate all changes to such Documents. |
| 2. | The Memorandum and Articles will be the memorandum and articles of association of the Company in effect
at the time of the issue of the Ordinary Shares. |
| 3. | We have relied upon the statements and representations of directors, officers and other representatives
of the Company as to factual matters. |
| 4. | The Company will receive consideration in money or money’s worth for each Ordinary Share offered
by the Company when issued at the agreed issue price as per the terms of the Registration Statement, such price in any event not being
less than the stated par or nominal value of each Ordinary Share. |
| 5. | Each of the Documents will be duly authorised (other than by the Company with regard to the laws of the
Cayman Islands), executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Ordinary Shares and
will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State
of New York and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 6. | The choice of New York law as the governing law of the Documents has been made in good faith and would
be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of New York law and
all other relevant laws (other than the laws of the Cayman Islands). |
| 7. | The power, authority and legal right of all parties under all relevant laws and regulations (other than
the Company under the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Documents. |
| 8. | All preconditions to the obligations of the parties to the Underwriting Agreement, the Unit Certificate
and the Warrant Documents will be satisfied or duly waived prior to the issue and sale of the Ordinary Shares and there will be no breach
of the terms of the Underwriting Agreement, the Unit Certificate and the Warrant Documents. |
| 9. | There is nothing under any law (other than the laws of the Cayman
Islands) which would or might affect the opinions set out herein. |
The opinions expressed above are subject to the
following qualifications:
| 1. | The term “enforceable”
and its cognates as used in this opinion means that the obligations assumed by any party under the Documents are of a type which the courts
of the Cayman Islands (the “Courts” and each a “Court”)
enforce. This does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In
particular: |
| (a) | enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation,
restructuring, reorganisation, readjustment of debts or moratorium and other laws of general application relating to or affecting the
rights of creditors or by prescription or lapse of time; |
| (b) | enforcement may be limited by general principles of equity and, in particular, the availability of certain
equitable remedies such as injunction or specific performance of an obligation may be limited where a Court considers damages to be an
adequate remedy; |
| (c) | claims may become barred under statutes of limitation or may be or become subject to defences of set-off,
counterclaim, estoppel and similar defences; |
| (d) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable
in the Cayman Islands to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction; |
| (e) | a judgment of a Court may be required to be made in Cayman Islands dollars; |
| (f) | to the extent that any provision of the Documents is adjudicated to be penal in nature, it will not be
enforceable in the Courts; in particular, the enforceability of any provision of the Documents that is adjudicated to constitute a secondary
obligation which imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in
the enforcement of the primary obligation may be limited; |
| (g) | to the extent that the performance of any obligation arising under the Documents would be fraudulent or
contrary to public policy, it will not be enforceable in the Courts; |
| (h) | in the case of an insolvent liquidation of the Company, its liabilities are required to be translated
into the functional currency of the Company (being the currency of the primary economic environment in which it operated as at the commencement
of the liquidation) at the exchange rates prevailing on the date of commencement of the voluntary liquidation or the day on which the
winding up order is made (as the case may be); |
| (i) | a Court will not necessarily award costs in litigation in accordance with contractual provisions in this
regard; and |
| (j) | the effectiveness of terms in the Documents excusing any party from a liability or duty otherwise owed
or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with,
and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity. |
Our opinion as to good standing
is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing
under section 200A of the Companies Act (as amended) of the Cayman Islands (the “Companies Act”) on the date of issue
of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company
is in default under the Companies Act.
In this opinion letter the phrase
“non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, solely by virtue of its status
as a shareholder, be liable for additional assessments or calls on shares of the Company or its creditors (except in exceptional circumstances,
such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which
a court may be prepared to pierce or lift the corporate veil).
This opinion is limited to the matters referred
to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely
for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied
upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior
written consent.
This opinion shall be construed in accordance
with the laws of the Cayman Islands.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the references to our firm, as Cayman Islands counsel to the Company, in the Registration
Statement.
Yours faithfully
/s/ WALKERS (CAYMAN) LLP
Walkers (CAYMAN) llp
Schedule
1
LIST OF DOCUMENTS
EXAMINED
| 1. | The Certificate of Incorporation dated 29 September 2025, Register of Directors and Register of Officers,
in each case, of the Company, copies of which have been provided to us by its registered office in the Cayman Islands (together the “Company
Records”), and a draft of the Amended and Restated Memorandum and Articles of Association of the Company, filed as Exhibit 3.2
to the Registration Statement, to be in effect upon the consummation of the sale of the Ordinary Shares (the “Memorandum and Articles”). |
| 2. | The Cayman Online Registry Information System (CORIS), the Cayman Islands’ General Registry’s online database,
searched on 16 January 2026. |
| 3. | The Register of Writs and other Originating Process of the Grand Court of the Cayman Islands kept at the
Clerk of Court’s Office, George Town, Grand Cayman, examined at 9.00 am on 16 January 2026. |
| 4. | A copy of a Certificate of Good Standing dated 14 January 2026 in respect of the Company issued by the
Registrar (the “Certificate of Good Standing”). |
| 5. | A copy of executed written resolutions of the
directors of the Company approving various matters, including the offering for sale of the
Ordinary Shares dated 14 November 2025 and 16 January 2026 (together the “Resolutions”). |
| 6. | Copies of the following documents (the “Documents”): |
| (k) | the Registration Statement on Form S-1, as amended, initially filed on 14 November 2025 by the Company
with the United States Securities and Exchange Commission registering the Units, Ordinary Shares and Warrants under the Securities Act
(as filed, the “Registration Statement”); |
| (l) | a draft of the form of the warrant agreement to be entered into by and between the Company and the warrant
agent named therein, and the warrant certificate constituting the Warrants (the “Warrant Documents”); |
| (m) | a draft of the form of the unit certificate constituting the Units (the “Unit Certificate”);
and |
| (n) | a draft of the form of the underwriting agreement (the “Underwriting Agreement”) to be
entered into between the Company and the underwriters listed therein. |
Exhibit 10.1
[●], 2026
Praetorian Acquisition Corp.
2 S Biscayne Blvd
PMB 1004 Ste 3200
Miami, FL 33131
Re: Initial Public Offering
Ladies and Gentlemen:
This letter (this
“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into by and among Praetorian Acquisition Corp., a Cayman Islands
exempted company (the “Company”) and Clear Street, LLC, as representative (the
“Representative”) of the underwriters (the “Underwriters”), relating to an
underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s
units (including up to 3,300,000 units which may be purchased to cover over-allotments, if any) (the
“Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the
“Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a
“Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of
$11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on
Form S-1 (File No. 333-291569) and prospectus (the “Prospectus”) filed by the Company with the U.S.
Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units listed
on the Global Market tier of The Nasdaq Stock Market LLC. Certain capitalized terms used herein are defined in paragraph 11 hereof.
In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Praetorian Sponsor LLC, a Delaware limited liability company
(the “Sponsor”) and each of the undersigned individuals, each of whom is, or will be, a member of the Company’s
board of directors and/or management team (each an “Insider” and, collectively, the “Insiders”),
hereby agree with the Company as follows:
1. The Sponsor and each Insider
agree that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall (i) vote all Founder Shares and any shares acquired by it, him or her in the Public Offering or the secondary
public market in favor of such proposed Business Combination, except that it, he or she shall not vote any Class A Ordinary Shares that
it, he or she purchased after the Company publicly announces its intention to engage in such proposed Business Combination for or against
such proposed Business Combination and (ii) not redeem any Class A Ordinary Shares owned by it, him or her in connection with such shareholder
approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider
agrees that it, he or she will not sell or tender any Ordinary Shares owned by it, him or her in connection herewith.
2. The Sponsor and each
Insider agree that in the event that the Company fails to consummate a Business Combination by the date that is 24 months after the
closing of the Public Offering (or 27 months if the Company has executed a letter of intent for an initial business combination
within 24 months from the closing of the Public Offering), or such earlier date as Company’s board of directors may approve,
or such later date as the Company’s shareholders may approve, in each case in accordance with the Company’s amended and
restated memorandum and articles of association, as may be amended from time to time (the “Completion
Window” and the “Memorandum and Articles,” respectively), the Sponsor and each Insider shall
take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100%
of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account (which interest shall be net of taxes payable and less (i) up to $300,000 annually (plus the
rollover of unused amounts from prior years) for permitted withdrawals and (ii) up to $100,000 of interest to pay dissolution
expenses), divided by the number of Offering Shares then in issue, which redemption will completely extinguish the Public
Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to
applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to
the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable
law. The Sponsor and the Insiders agree to not propose any amendment to the Memorandum and Articles not for the purposes of
approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred percent (100%) of
the Offering Shares if the Company has not consummated a Business Combination within the Completion Window or (B) with respect to
any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination
activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon
effectiveness of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account including interest earned on the Trust Account and not previously released to the Company to pay its taxes and with respect to any permitted withdrawals, divided
by the number of Offering Shares then in issue, subject to applicable law. The Sponsor and each Insider acknowledges that it, he or
she will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by
it, him or her if the Company fails to complete a Business Combination within the Completion Window; although it, he or she will be
entitled to liquidating distributions from the Trust Account with respect to any Offering Shares it, he or she holds if the Company
fails to complete a Business Combination within the prescribed time frame. The Sponsor and each Insider hereby further acknowledge
that it, he or she will not be entitled to (a) redemption rights with respect to any Founder Shares and Offering Shares held by it,
him or her, in connection with the consummation of a Business Combination, or (b) redemption rights with respect to Founder Shares
and Offering Shares held by it, him or her in connection with a shareholder vote to amend the Memorandum and Articles in the manner
described above.
3. To the fullest extent permitted
by applicable law and the Memorandum and Articles, the Company hereby agrees to defend, indemnify, hold harmless and exonerate (including
the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor and its members (present and former), managers
and affiliates and their respective present and former officers and directors (each, a “Sponsor Indemnitee”)
from any and all costs, fees, expenses, judgments, liabilities, fines, penalties, reasonable attorneys’ fees and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such costs, fees,
expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably, incurred by a Sponsor Indemnitee
or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, hearing or any other actual, threatened or completed proceeding instituted
by the Company or any third party, whether civil, criminal, administrative or investigative in nature, in respect of any investment opportunities
sourced by a Sponsor Indemnitee for the Company or any liability arising with respect to a Sponsor Indemnitee’s activities in connection
with the affairs of the Company (in each case to the extent that such indemnification, hold harmless and exoneration obligations with
respect to such matters are not expressly covered by a separate written agreement between the Company and the applicable Sponsor Indemnitee);
provided, that in no event shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any
costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that a Sponsor Indemnitee may
incur by reason of such person’s own actual fraud or intentional misconduct; provided, further, that, for the avoidance
of doubt, under no circumstance shall a Sponsor Indemnitee have a claim to any monies or assets held in the Trust Account, and the Company
shall not be permitted to procure monies or assets held in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee
in respect of the indemnification provided hereunder. The Sponsor Indemnitees shall be third party beneficiaries of this paragraph.
4. During the period commencing
on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned shall not, without the prior
written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder, any Units, Class A Ordinary Shares, the Company’s Class B ordinary shares,
par value $0.0001 per share (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the
“Ordinary Shares”), Warrants or any securities convertible into, or exercisable, or exchangeable for, Class
A Ordinary Shares owned by him, her or it; provided, however, that the foregoing shall not apply to transfers to the Sponsor
by the Insiders, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Units, Class A Ordinary Shares, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable
for, Class A Ordinary Shares owned by him, her or it, whether any such transaction is to be settled by delivery of such securities, in
cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). If the undersigned
is an officer or director of the Company, the undersigned further agrees that the forgoing restrictions shall be equally applicable to
any issuer-directed Units that the undersigned may purchase in the Public Offering.
5. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any officer, member or manager of the Sponsor)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third
party (other than the Company’s independent public accountants) for services rendered or products sold to the Company or (ii) a
prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or
business combination agreement (a “Target”); provided, however, that such indemnification of the
Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other
than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds
in the Trust Account to below (A) $10.00 per share of the Offering Shares or (B) such lesser amount per share of the Offering Shares held
in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each
case including interest earned on the funds held in the Trust Account and net of taxes payable, except as to any claims by a third party
or Target that executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement
is enforceable. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not
be responsible for any liability as a result of any such third-party claims. Notwithstanding any of the foregoing, such indemnification
of the Company by the Sponsor shall not apply as to any claims under the Company’s obligation to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if,
within fifteen (15) days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing
that it shall undertake such defense.
6. To the extent that the
Underwriters do not exercise their over-allotment option to purchase an additional 3,300,000 Units (as described in the Prospectus), the
Sponsor agrees, upon the expiration or waiver of such option, to forfeit and surrender for no consideration for cancellation, a number
of Founder Shares equal to the product of 1,100,000 multiplied by a fraction, (i) the numerator of which is 3,300,000 minus the number
of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,300,000.
The forfeiture and surrender will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Founder Shares will represent approximately 24.9% of the Company’s issued and outstanding Ordinary Shares after the
Public Offering. The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased and the
Sponsor has either purchased or sold Ordinary Shares or an adjustment to the number of Founder Shares has been effected by way of a share
dividend or share capitalization, or a surrender for no consideration or share contribution back to capital, or otherwise, in each case
in connection with such increase or decrease in the size of the Public Offering, then (A) the references to 3,300,000 in the numerator
and denominator of the formula in the first sentence of this paragraph 6 shall be changed to a number equal to 15% of the number of Class
A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,100,000 in the formula set forth in the
first sentence of this paragraph 6 shall be adjusted to such number of Founder Shares that the Sponsor would have to collectively return
to the Company in order for all holders of Founder Shares to hold an aggregate of approximately 24.9% of the Company’s issued and
outstanding Ordinary Shares after the Public Offering.
7. The Sponsor and each Insider
hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach
by the Sponsor of its obligations (as applicable) under paragraphs 1, 2, 4, 5, 6, 8(a) and 8(b) or by each Insider of its obligations
under paragraphs 1, 2, 4, 8(a) and 8(b), (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.
8. Transfer Restrictions.
(a) Subject to the exceptions
set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion
of the Founder Shares held by it, him or her until the earlier of (i) six months after the completion of a Business Combination or earlier
if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted
for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 30 days after the Business Combination and (ii) subsequent to a Business Combination,
the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results
in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property
(the “Lock-up”).
(b) Subject to the exceptions
set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares
issuable upon exercise of the Private Placement Warrants) held by it, him or her until thirty (30) days after the completion of a Business
Combination.
(c) Notwithstanding the provisions
set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon
the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of
the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have
complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s officers, directors, advisors
or consultants, any affiliate or family member of any of the Company’s officers, directors, advisors or consultants, any members
or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor,
or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust,
the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization;
(iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual,
pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement
or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business
Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions
from the Sponsor to its respective members, partners or shareholders pursuant to the Sponsor’s limited liability company agreement
or other charter documents; (vii) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement
upon dissolution of the Sponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination;
(ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange
or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash,
securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses
(i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter
into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement
(including provisions relating to voting, the Trust Account and liquidating distributions).
9. Each Insider’s biographical
information furnished to the Company and the Representative that is included in the Prospectus is true and accurate in all respects and
does not omit any material information with respect to such Insider’s background and contains all of the information required to
be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. Each Insider’s questionnaire furnished
to the Company and the Representative including any such information that is included in the Prospectus is true and accurate in all respects.
Each Insider represents and warrants that: (i) such Insider is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in
any jurisdiction; (ii) such Insider has never been convicted of, or pleaded guilty to, any crime (A) involving fraud, (B) relating to
any financial transaction or handling of funds of another person or (C) pertaining to any dealings in any securities and such Insider
is not currently a defendant in any such criminal proceeding; and (iii) none of the Sponsor or any such Insider has ever been suspended
or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked.
10. The Sponsor and each Insider
has full right and power, without violating any agreement to which it, he or she is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve
as an officer of the Company or as a director on the board of directors of the Company and each Insider hereby consents to being named
in the Prospectus as an officer and/or director of the Company, as applicable.
11. As used herein, (i) “Business
Combination” shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar
business combination, involving the Company and one or more businesses or entities; (ii) “Founder Shares” shall
mean the Class B Ordinary Shares held by the Sponsor prior to the consummation of the Public Offering; (iii) “Private Placement
Warrants” shall mean the 4,670,000 warrants (or up to 5,000,000 warrants if the underwriters’ over-allotment option
is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $4,670,000 (or up to $5,000,000 if the
underwriters’ over-allotment option is exercised in full); (iv) “Public Shareholders” shall mean the holders
of Offering Shares other than the Sponsor and the Insiders; (v) “Trust Account” shall mean the trust fund into
which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (vi)
“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant
of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of
a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of
the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with any respect to, any security, (b) entry
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).
12. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior
understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.
Each of the parties hereto hereby acknowledges and agrees that the Representative is a third-party beneficiary of this Letter Agreement.
13. No party hereto may assign
either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other parties.
Any purported assignment in violation of this paragraph 13 shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each Insider and each of their respective
successors, heirs and assigns and permitted transferees.
14. This Letter Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree
that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of the State of New York located in the City and County of New York, Borough of Manhattan, and irrevocably submit to such
jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and
venue or that such courts represent an inconvenient forum.
15. Any notice, consent or
request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.
16. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by March 31, 2026;
provided, further, that paragraph 5 of this Letter Agreement shall survive such liquidation.
| Sincerely, |
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| PRAETORIAN SPONSOR LLC |
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| By: |
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| Name: |
Justin Di Rezze |
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| Title: |
Managing Member |
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[SIGNATURE PAGE TO LETTER AGREEMENT]
| INSIDERS: |
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| Name: |
Justin Di Rezze |
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| Name: |
Peter Ondishin |
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| Name: |
Erica Dorfman |
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| Name: |
Alex Elias |
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| Name: |
Nicole Seligman |
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[SIGNATURE PAGE TO LETTER AGREEMENT]
Acknowledged and Agreed:
| PRAETORIAN ACQUISITION CORP. |
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| By: |
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| Name: |
Justin Di Rezze |
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| Title: |
Chief Executive Officer |
|
[SIGNATURE PAGE TO LETTER AGREEMENT]
Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between Praetorian Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota
corporation (the “Trustee”).
WHEREAS, the Company’s
registration statement on Form S-1 (File No. 333-291569) (the “Registration Statement”), and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary
Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission;
WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Clear Street LLC as representative
(the “Representative”) of the underwriters (the “Underwriters”) named therein;
WHEREAS, as described
in the Registration Statement, $220,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined
in the Underwriting Agreement) (or $253,000,000 if the Underwriter’s over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein
as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to
as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the
“Beneficiaries”);
WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $6,600,000, or $7,590,000 if the Underwriter’s over-allotment option
is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters
upon the consummation of the Business Combination (as defined below) in accordance with the terms of the Underwriting Agreement (such
discounts and commissions, the “Deferred Discount”); and
WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the
Property.
NOW THEREFORE, IT IS
AGREED:
1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
located in the United States at a U.S. chartered commercial bank with consolidated assets of $100 billion or more and at a brokerage institution
selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) Promptly
upon receipt of written instruction of the Company, (i) invest and reinvest the Property, initially solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or
less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
(ii) hold the Property as uninvested cash or (iii) hold the Property in an interest or non-interest bearing demand deposit account at
a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory
to the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no
interest while account funds are uninvested awaiting the Company’s instructions hereunder and, while invested or uninvested, the
Trustee may earn bank credits or other consideration;
(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;
(e) Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action
by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation of the Company’s
financial statements or completion of the audit of the Company’s financial statements by the Company’s auditors;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;
(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;
(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from
the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer,
Secretary or Chairperson of the board of directors of the Company (the “Board”) or other director or authorized
officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including up to $300,000 per year (plus rollover of unused amounts
from prior years) of interest earned on the funds held in the Trust Account that may be released to the Company to fund working capital
requirements, plus additional amounts of interest earned on the funds held in the Trust Account that may be released to the Company to
pay the Company’s tax obligations (which shall not be subject to the $300,000 annual limitation described above and which shall
exclude the 1% U.S. federal excise tax that was implemented by the Inflation Reduction Act of 2022 if any is imposed on the Company) (the
“Permitted Withdrawals”) and up to $100,000 of interest to pay dissolution expenses), only as directed in the
Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing
of the Offering (or 27 months if the Company has executed a letter of intent for an initial Business Combination within 24 months from
the closing of the Offering, or such earlier date as the Company’s Board may approve); and (2) such later date as may be approved
by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association,
as may be amended from time to time (the “Memorandum and Articles”) (such period, the “Completion
Window”), or (z) upon the end of a 30-day cure period after the date any additional amount of funds was required to be deposited
into the Trust Account as a condition of any extension of such date approved by the Company’s shareholders but was not deposited;
if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated by
the Trustee in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the
Trust Account, including interest not previously released to the Company to fund the Company’s Permitted Withdrawals and interest
earned on the funds held in the Trust Account (which interest shall be net of taxes payable (other than any excise or similar tax) or
owed and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such
date;
(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
C (a “Permitted Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to cover Permitted Withdrawals, which amount shall be delivered
directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to
the relevant taxing authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account
plus any additional amounts required to be deposited for an extension of the last date to complete a business combination as a condition
of any extension of such date approved by the Company’s shareholders; provided, however, that to the extent there
is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account
as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to
look beyond said request;
| Praetorian - Investment Management Trust Agreement | 2 | |
(k) Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder
Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company
to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment
to the Memorandum and Articles not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (as
defined below) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business
Combination or to redeem one hundred per cent (100%) of the Ordinary Shares if the Company has not consummated a Business Combination
within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Ordinary Shares
or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and
(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j), and 1(k)
above.
2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:
(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief Executive
Officer, Chief Financial Officer, Secretary or other director or authorized officer of the Company. In addition, except with respect to
its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by
any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions
in writing;
(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented
expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action
taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify
the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee may obtain the consent of the
Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle
any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld, conditioned,
or delayed; provided, further that the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not
promptly take reasonable steps to mount such a defense. The Company may participate in such action with its own counsel;
(c) Pay
the Trustee the fees set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It
is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant
to Section 1(i) through 1(k) hereof. The Company shall pay the Trustee upon receipt of an invoice from the Trustee. The
Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and
as may be provided in Section 2(b) hereof;
| Praetorian - Investment Management Trust Agreement | 3 | |
(d) In
connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the general meeting
verifying the vote of such shareholders regarding such Business Combination;
(e) Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;
(f) Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of
Exhibit A that the Deferred Discount (as provided in the Underwriting Agreement) be paid directly to the account or accounts
directed by the Representative;
(g) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and
(h) Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing setting forth the total amount of the Deferred Discount (as provided in the
Underwriting Agreement).
3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:
(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;
(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to
any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto;
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s, or its representatives’, willful misconduct,
fraud or gross negligence. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee with written notification to the Company, which counsel may be the
Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee
believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g) Verify
the accuracy of the information contained in the Registration Statement;
| Praetorian - Investment Management Trust Agreement | 4 | |
(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;
(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise
and income tax obligations, except pursuant to Section 1(j) hereof; or
(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j),
and 1(k) hereof.
4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the
Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
5. Termination.
This Agreement shall terminate as follows:
(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement
(whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace
the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90)
days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever;
(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b); or
(c) If
the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by
the Trustee from the Company, Praetorian Sponsor, LLC, a Delaware limited liability company (“Sponsor HoldCo”),
or the Underwriters, for purposes of funding the Trust Account shall be promptly returned to the Company, Sponsor HoldCo or the Underwriters,
as applicable.
6. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
or its representatives’ gross negligence or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket
expense resulting from any error in the information or transmission of the funds.
| Praetorian - Investment Management Trust Agreement | 5 | |
(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflict of laws principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Sections 1(i), 1(j), 1(k), and 1(l) hereof (which sections may not be modified, amended or deleted
without the affirmative vote of the holders of at least two-thirds of the Company's Class A ordinary shares and Class B Ordinary Shares
(voting together) which are represented in person or by proxy and are voted at a general meeting of the Company; provided that no such
amendment will affect any Public Shareholder who has otherwise indicated his, her or its election to redeem his, her or its Ordinary Shares
in connection with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended
or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.
(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by electronic
mail or by facsimile transmission:
if to the Trustee, to:
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attn: Client Services
Email: clientsus@odysseytrust.com
if to the Company, to:
Praetorian Acquisition Corp.
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131
Attention: Justin Di Rezze, Chief Executive
Officer
in each case, with copies to:
Reed Smith LLP
2850 N. Harwood Street, Suite 1500
Dallas, TX 75201
Attn: Lynwood Reinhardt
Telephone: (469) 680-4200
and
Clear Street LLC
150 Greenwich St.
Floor 45
New York, NY 10007
Attn: General Counsel
Email: legal@clearstreet.io
| Praetorian - Investment Management Trust Agreement | 6 | |
and
DLA Piper LLP (US)
1251 Avenue of the Americas, 27th
Floor
New York, NY 10020
Attn: Thomas S. Levato; Stephen P. Alicanti
Email: Tom.Levato@us.dlapiper.com; Stephen.Alicanti@us.dlapiper.com
(f) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.
(g) This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.
(h) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.
(i) Each
of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third-party
beneficiary of this Agreement.
(j) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity
without the prior written consent of the other party.
[Signature page follows]
| Praetorian - Investment Management Trust Agreement | 7 | |
IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.
| |
Odyssey Transfer and Trust Company, as Trustee |
| |
|
| |
By: |
|
| |
|
Name: Rebecca Paulson |
| |
|
Title: President |
| |
Praetorian Acquisition Corp. |
| |
|
| |
By: |
|
| |
|
Name: Justin Di Rezze |
| |
|
Title: Chief Executive Officer |
[Signature Page to Investment Management
Trust Agreement]
| Praetorian - Investment Management Trust Agreement | 8 | |
SCHEDULE A
Fee Schedule
| Trust Agreement – one-time acceptance fee | |
$ | 5,000 | |
| Annual administrative fee | |
$ | 7,500 | |
| Disbursement/withdrawal processing fee (per payment) | |
$ | 200 | |
| Shareholder redemption processing fee (per redemption) | |
$ | 250 | |
| Liquidation of the trust | |
$ | 10,000 | |
| Asset management fee | |
| As negotiated | |
| Out of pocket expenses | |
| As Incurred | |
| Praetorian - Investment Management Trust Agreement | 9 | |
EXHIBIT A
Praetorian Acquisition Corp.
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131
[Insert date]
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attn: Client Services
Re: Trust Account - Termination Letter
Dear [•]:
Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”)
and Odyssey Transfer and Trust Company (the “Trustee”), dated as of [●], 2026 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [●] (the “Target
Business”) to consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company
shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation
of the Business Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.
In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
into the trust operating account to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately
available for transfer to the account or accounts that Clear Street LLC (the “Representative”) (with respect
to the Deferred Discount, as provided in the Underwriting Agreement) and the Company shall direct on the Consummation Date. It is acknowledged
and agreed that while the funds are on deposit in the trust operating account awaiting distribution, neither the Company nor the Representative
will earn any interest.
On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially,
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) an affidavit or a certificate by the Company’s Chief Executive Officer or
Chief Financial Officer, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders,
if a vote is held and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of
the funds held in the Trust Account, including payment of the Deferred Discount (as provided in the Underwriting Agreement) from the Trust
Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the
Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you
will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.
In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.
| Praetorian - Investment Management Trust Agreement | 10 | |
| |
Very truly yours, |
| |
|
| |
Praetorian Acquisition Corp. |
| |
|
| |
By: |
|
| |
|
Name: |
| |
|
Title: |
| Praetorian - Investment Management Trust Agreement | 11 | |
EXHIBIT B
Praetorian Acquisition Corp.
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131
[Insert date]
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attn: Client Services
Re: Trust Account - Termination Letter
Dear [•]:
Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”)
and Odyssey Transfer and Trust Company (the “Trustee”), dated as of [●], 2026 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with a Target Business (the “Business Combination”)
within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the
Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in
the Trust Agreement.
In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into the trust operating account to await distribution to the Public Shareholders, less taxes payable and up to $100,000 to cover dissolution
expenses of the Company. The Company has selected [●] as the effective date for the purpose of determining when the Public Shareholders
will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms
of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all
the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
| Praetorian - Investment Management Trust Agreement | 12 | |
| |
Very truly yours, |
| |
|
| |
Praetorian Acquisition Corp. |
| |
|
| |
By: |
|
| |
|
Name: |
| |
|
Title: |
| Praetorian - Investment Management Trust Agreement | 13 | |
EXHIBIT C
Praetorian Acquisition Corp.
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131
[Insert date]
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attn: Client Services
Re: Trust Account - Tax Payment Withdrawal Instruction
Dear [•]:
Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”)
and Odyssey Transfer and Trust Company (the “Trustee”), dated as of [●], 2026 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $[●] of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such
funds to pay for the working capital or its tax obligation, as permitted under the Trust Agreement, as set forth on the attached tax
return or statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via
wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
| |
Very truly yours, |
| |
|
| |
Praetorian Acquisition Corp. |
| |
|
| |
By: |
|
| |
|
Name: |
| |
|
Title: |
| Praetorian - Investment Management Trust Agreement | 14 | |
EXHIBIT D
Praetorian Acquisition Corp.
2 S Biscayne Blvd
PMB 1004 Suite #3200
Miami, FL 33131
[Insert date]
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Attn: Client Services
Re: Trust Account - Shareholder Redemption Withdrawal
Instruction
Dear [•]:
Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”)
and Odyssey Transfer and Trust Company (the “Trustee”), dated as of [●], 2026 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company
$[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.
The Company needs such funds
to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the
substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination
or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within such time as is
described in the Company’s amended and restated articles of association or (B) with respect to any other material provision
relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to
transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with
your customary procedures.
| |
Very truly yours, |
| |
|
| |
Praetorian Acquisition Corp. |
| |
|
| |
By: |
|
| |
|
Name: |
| |
|
Title: |
| Praetorian - Investment Management Trust Agreement |
15 |
|
Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of [●], 2026 is made and entered into by and among Praetorian Acquisition
Corp., a Cayman Islands exempted company (the “Company”), Praetorian Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), Clear Street, LLC, as the representative of the underwriters (the “Representative”),
and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter
becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively
the “Holders”).
RECITALS
WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting
of Class A Ordinary Share, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and one-third
of one redeemable warrant (a “Warrant”) to be governed by the Warrant Agreement to be entered into between the
Odyssey Transfer and Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles
the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per Ordinary Share;
WHEREAS, the Sponsor
owns an aggregate of 8,433,333 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”)
up to 1,100,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of
the IPO exercise their over-allotment option;
WHEREAS, the Founder
Shares are convertible into Ordinary Shares, on the terms and conditions provided in the Company’s amended and restated memorandum
and articles of association, as may be further amended from time to time;
WHEREAS, on the
date hereof, the Company and the Sponsor have entered into that certain Private Placement Warrants Purchase Agreement with the
Company (the “Private Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to
purchase an aggregate of 4,670,000 warrants (or up to 5,000,000 warrants if the over-allotment option in connection with the IPO is
exercised in full) (the “Private Placement Warrants”), in a private placement transaction occurring
simultaneously with the closing of the IPO. Each whole Private Placement Warrant entitles the holder thereof to purchase one
Ordinary Share (a “Warrant Share”) at an exercise price of $11.50 per Ordinary Share;
WHEREAS, the Company
issued an aggregate of 165,000 of its ordinary shares (or 189,750 if the over-allotment option in connection with the IPO is exercised
in full) to the Representative and/or its designees on or about the date hereof (the “Representative Shares”);
WHEREAS, in order to
finance the Company’s transaction costs in connection with its search for and consummation of an initial Business Combination (as
defined below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the Company funds as the
Company may require, of which up to $1,500,000 of such loans may be convertible into additional warrants (the “Working Capital
Warrants”) at a price of $1.00 per Working Capital Warrant at the option of the lender. Each whole Working Capital Warrant
entitles the holder thereof to purchase one Ordinary Share (a “Working Capital Warrant Share”) at an exercise
price of $11.50 per Ordinary Share; and
WHEREAS, the Company
and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights
with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in
consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE
1
DEFINITIONS
Definitions.
The terms defined in this Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Agreement”
shall have the meaning given in the Preamble.
“Block Trade”
shall have the meaning given to it in subsection 2.3.1 of this Agreement.
“Board”
shall mean the board of directors of the Company.
“Business Combination”
shall mean any merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination
with one or more businesses or entities, involving the Company.
“Commission”
shall mean the U.S. Securities and Exchange Commission.
“Company”
shall have the meaning given in the Preamble.
“Demanding Holder”
shall mean any Holder or group of Holders, that together elects to dispose of Registrable Securities having an aggregate value of at least
$25 million, at the time of the Underwritten Demand, under a Registration Statement pursuant to an Underwritten Offering.
“Effectiveness
Period” shall have the meaning given in subsection 3.1.1 of this Agreement.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Financial Counterparty”
shall have the meaning given in subsection 2.3.1 of this Agreement.
“Founder Shares”
shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.
“Holder Indemnified
Persons” shall have the meaning given in subsection 4.1.1 of this Agreement.
“Founder Shares
Lock-up Period” shall mean the earlier of (i) six months following the consummation of the Company’s initial Business
Combination; or (ii) subsequent to the consummation of the Company’s initial Business Combination, the date on which the Company
consummates a transaction which results in all of its shareholders having the right to exchange their shares for cash, securities, or
other property.
“Holders”
shall have the meaning given in the Preamble.
“Insider Letter”
shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s
officers and directors.
“IPO”
shall have the meaning given in the Recitals hereto.
“Maximum Number
of Securities” shall have the meaning given in subsection 2.1.4 of this Agreement.
“Misstatement”
shall mean, in the case of a Registration Statement, an untrue statement of a material fact or an omission to state a material fact required
to be stated therein, or necessary to make the statements therein not misleading, and in the case of a Prospectus, an untrue statement
of a material fact or an omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
“Ordinary Shares”
shall have the meaning given in the Recitals hereto.
“Other Coordinated
Offering” shall have the meaning given to it in subsection 2.3.1 of this Agreement.
“Piggyback Registration”
shall have the meaning given in subsection 2.2.1 of this Agreement.
“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period, as the case may
be, under the Insider Letter, the Private Placement Warrants Purchase Agreement, this Agreement and any other applicable agreement between
such Holder and the Company, and to any transferee thereafter.
“Private Placement
Lock-up Period” shall mean the period ending 30 days after the completion of the Company’s initial Business Combination.
“Private Placement
Warrants Purchase Agreement” shall have the meaning given in the Recitals hereto.
“Private Placement
Warrants” shall have the meaning given in the Recitals hereto.
“Pro Rata”
shall have the meaning given in subsection 2.1.4 of this Agreement.
“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable Security”
shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the Private
Placement Warrants and Warrant Shares, (c) the Representative Shares, (d) any outstanding Ordinary Shares or any other equity security
(including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of
the date of this Agreement or acquired prior to or in connection with the Business Combination, which, for the avoidance of doubt, shall
include any Ordinary Shares received by a Holder on or after the date hereof as a distribution from the Sponsor in connection with its
liquidation and dissolution, (e) any Working Capital Warrants and Working Capital Warrant Shares, and (f) any other equity security of
the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share split or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to
any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with
respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred,
new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased
to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or
any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having become
effective by the Commission.
“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(a) all registration and filing
fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority) and any securities
exchange on which the Ordinary Shares are then listed;
(b) fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue
sky qualifications of Registrable Securities);
(c) printing, messenger, telephone
and delivery expenses;
(d) reasonable fees and disbursements
of counsel for the Company;
(e) reasonable fees and disbursements
of all independent registered public accountants of the Company incurred specifically in connection with such Registration or Underwritten
Offering;
(f) the fees and expenses incurred
in connection with the listing of any Registrable Securities on each securities exchange or automated quotation system on which similar
securities issued by the Company are then listed;
(g) the fees and expenses incurred
by the Company in connection with any road show for any Underwritten Offerings; and
(h) reasonable fees and expenses
of one (1) legal counsel selected jointly by the Demanding Holders initiating an Underwritten Demand, the Requesting Holders participating
in an Underwritten Offering and the Holders participating in a Piggyback Registration, as applicable.
“Registration
Statement” shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective
amendments) and supplements to such registration statement and all exhibits to and all material incorporated by reference in such registration
statement.
“Representative”
shall have the meaning given in the Preamble hereto.
“Representative
Shares” shall have the meaning given in the Recitals hereto.
“Requesting Holder”
shall have the meaning given in subsection 2.1.3 of this Agreement.
“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.
“Shelf Registration”
shall have the meaning given in subsection 2.1.1 of this Agreement.
“Sponsor”
shall have the meaning given in the Preamble.
“Suspension Event”
shall have the meaning given in Section 3.4 of this Agreement.
“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.
“Underwritten
Demand” shall have the meaning given in subsection 2.1.3 of this Agreement.
“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting
for distribution to the public.
“Warrant”
shall have the meaning given in the Recitals hereto.
“Warrant Share”
shall have the meaning given in the Recitals hereto.
“Warrant Agreement”
shall have the meaning given in the Recitals hereto.
“Working Capital
Shares” shall have the meaning given in the Recitals hereto.
“Working Capital
Warrant Shares” shall have the meaning given in the Recitals hereto.
“Working Capital
Warrants” shall have the meaning given in the Recitals hereto.
ARTICLE
2
REGISTRATIONS
2.1 Registration.
2.1.1 Shelf Registration.
The Company agrees that, within fifteen (15) business days after the consummation of the Business Combination, the Company will use commercially
reasonable efforts to file with the Commission (at the Company’s sole cost and expense) a Registration Statement registering the
resale or other disposition of the Registrable Securities (a “Shelf Registration”).
2.1.2 Effective Registration.
The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective by the Commission as soon
as reasonably practicable after the initial filing of the Registration Statement. Subject to the limitations contained in this Agreement,
the Company shall effect any Shelf Registration on such appropriate registration form of the Commission (a) as shall be selected by the
Company and (b) as shall permit the resale or other disposition of the Registrable Securities by the Holders. If at any time a Registration
Statement filed with the Commission pursuant to Section 2.1.1 is effective and a Holder provides written notice to the Company
that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company
will use commercially reasonable efforts to amend or supplement such Registration Statement as may be necessary in order to enable such
offering to take place in accordance with the terms of this Agreement.
2.1.3 Underwritten Offering.
Subject to the provisions of subsection 2.1.4 and Sections 2.4 and 3.4 hereof, any Demanding Holder may make a written
demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1
(an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten
Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter requests to include all or a portion of such
Holder’s Registrable Securities in such Underwritten Offering pursuant to such Underwritten Demand (each such Holder that requests
to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”)
shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering)
after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting
Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Underwritten Offering pursuant
to such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through such Underwritten Offering
under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such
Underwritten Offering by the Demanding Holders initiating such Underwritten Offering. Notwithstanding the foregoing, the Company is not
obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated
to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten
Offering.
2.1.4 Reduction of Underwritten
Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to an Underwritten Demand, in good faith,
advises the Company, the Demanding Holders, the Requesting Holders and other persons or entities holding Ordinary Shares or other equity
securities of the Company that the Company is obligated to include pursuant to separate written contractual arrangements with such persons
or entities (if any) in writing that the dollar amount or number of Registrable Securities or other equity securities of the Company requested
to be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities of the Company that
can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method
or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable
Securities of the Demanding Holders (pro rata based on the respective number of Registrable Securities that each Demanding Holder has
requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Holders have
requested be included in such Underwritten Offering (such proportion is referred to herein as “Pro Rata”)) that
can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (a), the Registrable Securities of the Requesting Holders, Pro Rata, which can be sold
without exceeding the Maximum Number of Securities; (c) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (a) and (b), Ordinary Shares or other equity securities of the Company that the Company desires
to sell and that can be sold without exceeding the Maximum Number of Securities; and (d) fourth, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (a), (b) and (c), Ordinary Shares or other equity
securities of the Company held by other persons or entities that the Company is obligated to include pursuant to separate written contractual
arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.
2.2 Piggyback Registration.
2.2.1 Piggyback Rights.
Subject to the provisions of subsection 2.2.2 and Sections 2.4 and 3.4 hereof, if, at any time on or after the date
the Company consummates a Business Combination, the Company proposes to consummate an Underwritten Offering for its own account or for
the account of shareholders of the Company, then the Company shall give written notice of such proposed action to all of the Holders as
soon as practicable, which notice shall (a) describe the amount and type of securities to be included, the intended method(s) of distribution
and the name of the proposed managing Underwriter or Underwriters, if any, and (b) offer to all of the Holders the opportunity to include
of such number of Registrable Securities as such Holders may request in writing within two (2) days (unless such offering is an overnight
or bought Underwritten Offering, then one (1) day), in each case after receipt of such written notice (such Registration a “Piggyback
Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit
the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration
on the same terms and conditions as any similar securities of the Company included in such Piggyback Registration and to permit the resale
or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders
proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.
2.2.2 Reduction of Piggyback
Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good
faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar
amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or
equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual
arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to
which a Piggyback Registration has been requested pursuant to this Section 2.2 and (c) the shares or equity securities of the Company,
if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration
rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(i) If the Underwritten Offering
is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares
or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of
Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A),
the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be
sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company, if any, as to
which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other
shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or
(ii) If the Underwritten Offering
is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any
such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or
entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting
a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B),
Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A), (B) and (C), Ordinary Shares or other equity securities of the Company for the account of other persons or entities
that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can
be sold without exceeding the Maximum Number of Securities.
2.2.3 Piggyback Registration
Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written
notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback
Registration prior to the commencement of the Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company
shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under
this subsection 2.2.3.
2.2.4 Unlimited Piggyback
Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant to this Section 2.2
shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected under Section 2.1 hereof.
2.3 Block Trades Other
Coordinated Offerings.
2.3.1 Notwithstanding any
other provision of this Article 2, but subject to Sections 2.4 and 3.4, at any time and from time to time when an
effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered
offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”)
or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent
or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected
to exceed, in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section
2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days
prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade
or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage
in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters
or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request
in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade
or Other Coordinated Offering.
2.3.2 Prior to the filing
of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated
Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right
to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company,
the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other
Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2.
2.3.3 Notwithstanding anything
to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding
Holder pursuant to Section 2.3 of this Agreement.
2.3.4 The Demanding Holder
in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty (if any) for
such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment
banks).
2.3.5 A Demanding Holder in
the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any
twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section
2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.
2.4 Restrictions on
Registration Rights. If (a) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company
and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (b) the Holders have requested
an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the Board such Underwritten Offering would
be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the undertaking of such Underwritten
Offering at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating
that in the good faith judgment of the Board it would be seriously detrimental to the Company to undertake such Underwritten Offering
in the near future and that it is therefore essential to defer the undertaking of such Underwritten Offering. In such event, the Company
shall have the right to defer such offering for a period of not more than thirty (30) days; provided, however, that the Company shall
not defer its obligation in this manner more than once in any twelve (12)-month period.
ARTICLE
3
COMPANY PROCEDURES
3.1 General Procedures.
The Company shall use its reasonable best efforts to effect such Registration or Underwritten Offering to permit the resale or other disposition
of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as
expeditiously as possible and to the extent applicable:
3.1.1 prepare and file with
the Commission after the consummation of the Business Combination a Registration Statement with respect to such Registrable Securities
and use commercially reasonable efforts to cause such Registration Statement to become effective in accordance with Section 2.1
hereof and remain effective, including filing a replacement Registration Statement, if necessary, until all Registrable Securities covered
by such Registration Statement have been sold or are no longer outstanding (such period, the “Effectiveness Period”);
3.1.2 prepare and file with
the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as
may be reasonably requested by the Holders or any Underwriter or as may be required by the rules, regulations or instructions applicable
to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement
effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution
set forth in such Registration Statement or supplement to the Prospectus or are no longer outstanding;
3.1.3 prior to filing a Registration
Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters or Financial Counterparty,
if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering or Block Trade, and such Holders’
legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement
(in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each preliminary
Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or Underwritten
Offering or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Holders; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is
available on the Commission’s EDGAR system;
3.1.4 prior to any Underwritten
Offering of Registrable Securities, use commercially reasonable efforts to (a) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then
otherwise so subject;
3.1.5 cause all such Registrable
Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are
then listed;
3.1.6 provide a transfer agent
or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration
Statement or Underwritten Offering;
3.1.7 advise each seller of
such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by
the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such
purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop
order should be issued;
3.1.8 during the Effectiveness
Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, promptly
after such filing of such documents with the Commission to each seller of such Registrable Securities or its counsel; provided, that the
Company will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR
system;
3.1.9 notify the Holders at
any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act;
3.1.10 subject to the provisions
of this Agreement, notify the Holders of the happening of any event as a result of which a Misstatement exists, and then to correct such
Misstatement as set forth in Section 3.4 hereof;
3.1.11 in the event of an
Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such Registration,
permit a representative of the Holders, the Underwriters or other Financial Counterparty facilitating such Underwritten Offering, Block
Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney or accountant retained by such
Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement or the
Prospectus, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such
representative, Underwriter, Financial Counterparty, attorney or accountant in connection with the Registration; provided, however, that
such representatives or Underwriters or Financial Counterparty enter into confidentiality agreements, in form and substance reasonably
satisfactory to the Company, prior to the release or disclosure of any such information;
3.1.12 obtain a comfort letter
from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade, an Other Coordinated
Offering, or sale by a Financial Counterparty pursuant to such Registration (subject to such Financial Counterparty providing such certification
or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel),
in customary form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter may reasonably
request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.13 in the event of an
Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such Registration,
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the participating Holders or the Financial Counterparty,
if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is
being given as the participating Holders, Financial Counterparty or Underwriter may reasonably request and as are customarily included
in such opinions and negative assurance letters, and reasonably satisfactory to such participating Holders, Financial Counterparty or
Underwriter;
3.1.14 in the event of an
Underwritten Offering or a Block Trade, or an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such Registration
to which the Company has consented, to the extent reasonably requested by such Financial Counterparty in order to engage in such offering,
allow the Underwriters or Financial Counterparty to conduct customary “underwriter’s due diligence” with respect to
the Company;
3.1.15 in the event of any
Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such Registration,
enter into and perform its obligations under an underwriting agreement or other purchase or sales agreement, in usual and customary form,
with the managing Underwriter or the Financial Counterparty of such offering or sale;
3.1.16 make available to its
security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning
with the first (1st) day of the Company’s first full calendar quarter after the effective date of the Registration Statement which
satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter
by the Commission);
3.1.17 use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.18 otherwise, in good
faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such
Registration.
Notwithstanding the foregoing,
the Company shall not be required to provide any documents or information to an Underwriter or Financial Counterparty if such Underwriter
of Financial Counterparty has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration
as an Underwriter or Financial Counterparty, as applicable.
3.2 Registration Expenses.
The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders
shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and
discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements for
Participation in Underwritten Offerings. No person or entity may participate in any Underwritten Offering for equity securities
of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (a) agrees to sell such person’s
or entity’s securities on the basis provided in any underwriting arrangements approved by the Company and (b) completes and executes
all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents
as may be reasonably required under the terms of such underwriting arrangements.
3.4 Suspension of Sales.
Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness
of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement,
and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness
thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which
negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure
by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business
purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the
reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to
comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however,
that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for
more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month
period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this
Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately
discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder
receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements
or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that
it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered
by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or,
in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession;
provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy
of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance
with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic
data back-up.
3.5 Reporting Obligations.
As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required
to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to resell or otherwise dispose of Registrable Securities held by such Holder without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a
written certification of a duly authorized officer as to whether it has complied with such requirements.
3.6 Limitation of Registration
Rights. Notwithstanding anything herein to the contrary, (i) the Representative may not exercise its rights under Sections 2.1
and 2.2 hereunder after five (5) and seven (7) years, respectively, from the commencement of sales in the IPO, and (ii) the Representative
may not exercise its rights under Section 2.1 more than one time.
ARTICLE
4
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The Company agrees to
indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, employees, advisors, agents,
representatives, members and each person who controls such Holder (within the meaning of the Securities Act) (collectively, the “Holder
Indemnified Persons”) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’
fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’ rights under this
Section 4.1) resulting from any Misstatement, except insofar as the same are caused by or contained or included in any information
furnished in writing to the Company by or on behalf of such Holder Indemnified Person specifically for use therein.
4.1.2 In connection with any
Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing
such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus
and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its officers, directors, employees, advisors,
agents, representatives and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims,
damages, liabilities and expenses (including reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising
out of the enforcement of each such persons’ rights under this Section 4.1) resulting from any Misstatement, but only to
the extent that the same are made in reliance on and in conformity with information relating to the Holder so furnished in writing to
the Company by or on behalf of such Holder specifically for use therein. In no event shall the liability of any selling Holder hereunder
be greater in amount than the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration
Statement giving rise to such indemnification obligation.
4.1.3 Any person entitled
to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent
such failure has not materially prejudiced the indemnifying party) and (b) unless in such indemnified party’s reasonable judgment
a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there may be reasonable
defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without
the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all
respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which
settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.
4.1.4 The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director, employee, advisor, agent, representative, member or controlling person of such indemnified party and shall
survive the transfer of securities.
4.1.5 If the indemnification
provided under this Section 4.1 is held by a court of competent jurisdiction to be unavailable to an indemnified party in respect
of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the
indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by a court of law by reference to, among other things, whether the Misstatement relates to information
supplied by such indemnifying party or such indemnified party and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any
Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering
giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above
shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any
legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties
hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata
allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE
5
MISCELLANEOUS
5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the
party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier
service or sent by overnight mail via a reputable overnight carrier, in each case providing evidence of delivery or (c) transmission by
facsimile or email. Each notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third (3rd) business day following the date on which
it is mailed, in the case of notices delivered by courier service, hand delivery or overnight mail, at such time as it is delivered to
the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation,
and in the case of notices delivered by facsimile or email, at such time as it is successfully transmitted to the addressee. Any notice
or communication under this Agreement must be addressed, if to the Company, to: 2 S Biscayne Blvd PMB 1004, Suite 3200, Miami, FL 33131,
and, if to any other Holder, to the address of such Holder as it appears in the applicable register for the Registrable Securities or
such other address as may be designated in writing by such Holder (including on the signature pages hereto). Any party may change its
address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become
effective thirty (30) days after delivery of such notice as provided in this Section 5.1.
5.2 Assignment; No Third
Party Beneficiaries.
5.2.1 This Agreement and the
rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
5.2.2 Prior to the expiration
of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such
Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable
Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions
set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the
case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in while or in
part, to any transferee.
5.2.3 This Agreement and the
provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns
of the Holders, which shall include Permitted Transferees.
5.2.4 This Agreement shall
not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and
this Section 5.2.
5.2.5 No assignment by any
party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until
the Company shall have received (a) written notice of such assignment as provided in Section 5.1 hereof and (b) the written agreement
of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may
be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in
this Section 5.2 shall be null and void.
5.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.
5.4 Governing Law; Venue.
NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO
AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.
5.5 Amendments and Modifications.
Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in
question (which majority must include the Representative if such amendment or modification is material and adverse to the Representative),
compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions,
covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver
hereof that adversely affects any Holder, solely in his, her or its capacity as a holder of the shares of the Company, in a manner that
is materially different from the other Holders (in such capacity) shall require the consent of each such Holder so affected. No course
of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company
in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company.
No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder or thereunder by such party.
5.6 Other Registration
Rights. The Company represents and warrants that no person, other than (a) a Holder of Registrable Securities, (b) the holders
of the Company’s warrants pursuant to that certain Warrant Agreement, dated as of [●], 2026, by and between the Odyssey Transfer
and Trust Company, and (c) holders of Private Placement Warrants pursuant to that certain Private Placement Warrants Purchase Agreement,
dated as of [●], 2026, has any right to require the Company to register any securities of the Company for sale or to include such
securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of
any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement
or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement,
the terms of this Agreement shall prevail.
5.7 Term. This
Agreement shall terminate upon the earlier of (a) the tenth (10th) anniversary of the date of this Agreement and (b) the date as of which
the Holders cease to hold any Registrable Securities. The provisions of Article 4 shall survive any termination.
[Signature Page Follows]
IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.
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COMPANY: |
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PRAETORIAN ACQUISITION CORP., |
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a Cayman Islands exempted company |
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By: |
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Name: |
Justin Di Rezze |
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Title: |
Chief Executive Officer |
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HOLDERS: |
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PRAETORIAN SPONSOR LLC, |
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a Delaware limited liability company |
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By: |
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Name: |
Justin Di Rezze |
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Title: |
Managing Member |
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CLEAR STREET, LLC |
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By: |
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Name: |
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Title: |
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Signature
page to registration rights agreement
Exhibit 10.4
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT,
dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and
between Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Praetorian Sponsor
LLC, a Delaware limited liability company (the “Purchaser”).
WHEREAS, the Company intends to consummate an
initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class
A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable
warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The
Purchaser has agreed to purchase an aggregate of 4,670,000 warrants (or 5,000,000 in the aggregate if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant
entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share.
NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization, Purchase and Sale;
Terms of the Private Placement Warrants.
A. Authorization of the
Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
B. Purchase and Sale of
the Private Placement Warrants.
(i) On the date
of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company
(the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, an aggregate of 4,670,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price
of $4,670,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to
the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On
the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the
Company, the Company, at its option, shall deliver a certificate to the Purchaser evidencing the Private Placement Warrants purchased
by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
(ii) On the date
of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date
as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”,
and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate
of 330,000 additional Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $330,000 (if
the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”).
The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one
business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment
Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate
evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the
Purchaser, or effect such delivery in book-entry form.
C. Terms of the Private
Placement Warrants.
(i) Each Private
Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent in connection
with the Public Offering (a “Warrant Agreement”).
(ii) At the time
of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the
Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants.
Section 2. Representations and Warranties of
the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the
Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date) that:
A. Incorporation and Corporate
Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands
and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material
adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power
and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
B. Authorization; No Breach.
(i) The execution,
delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing
Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance
in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will
constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution
and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants,
the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective
terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant
to the Amended and Restated Memorandum and Articles of Association of the Company (the “Articles”) in effect on the
date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation
to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required
after the date hereof under federal or state securities laws.
C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement and the Articles, the Ordinary Shares
issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private
Placement Warrants and the Ordinary Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii)
transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the
Purchaser.
D. Governmental Consents.
No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection
with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.
E. Regulation D Qualification.
Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more
of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”).
Section 3. Representations and Warranties of
the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants
to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each
Closing Date) that:
A. Organization and Requisite
Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this
Agreement.
B. Authorization; No Breach.
(i) This Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The execution
and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not
and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any
agreement, instrument, order, judgment or decree to which the Purchaser is subject.
C. Investment Representations.
(i) The Purchaser
is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Ordinary Shares issuable upon such
exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only
and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The Purchaser
is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act, and the Purchaser
has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
(iii) The Purchaser
understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements
of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions
and the eligibility of the Purchaser to acquire such Securities.
(iv) The Purchaser
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502(c) of Regulation D under the Securities Act.
(v) The Purchaser
has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer
and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions
of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high
degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision
with respect to the acquisition of the Securities.
(vi) The Purchaser
understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities
passed upon or endorsed the merits of the offering of the Securities.
(vii) The Purchaser
understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws,
and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on
an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other
person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 is not available for the resale of securities
initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously
a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition if the following conditions are met:
(i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities
is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable,
during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form
8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC
reflecting its status as an entity that is not a shell company. The Purchaser understands that the Securities and Exchange Commission
(the “SEC”) has taken the position that promoters or affiliates of a blank check company and their transferees, both
before and after an initial business combination, are deemed to be “underwriters” under the Securities Act when reselling
the securities of a blank check company. Based on that position, Rule 144 would not be available for resale transactions of the Securities
despite technical compliance with the requirements of Rule 144, and the Securities can be resold only through a registered offering or
in reliance upon another exemption from the registration requirements of the Securities Act.
(viii) The Purchaser
has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments in the
securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in
the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite
period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current
or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete
loss of its investment in the Securities.
(ix) The Purchaser
understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.
Section 4. Conditions of the Purchaser’s
Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Warrants is subject to the fulfillment,
on or before each Closing Date, of each of the following conditions:
A. Representations and
Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of
such Closing Date as though then made.
B. Performance. The
Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.
C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the
Warrant Agreement.
D. Warrant Agreement.
The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.
Section 5. Conditions of the Company’s
Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each
Closing Date, of each of the following conditions:
A. Representations and
Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as
of such Closing Date as though then made.
B. Performance. The
Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before such Closing Date.
C. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement
and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.
D. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the
Warrant Agreement.
E. Warrant Agreement.
The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Company.
Section 6. Termination. This Agreement
may be terminated at any time after December 31, 2026 upon the election by either the Company or the Purchaser upon written notice to
the other party if the closing of the Public Offering does not occur prior to such date.
Section 7. Survival of Representations and
Warranties. All of the representations and warranties contained herein shall survive each Closing Date.
Section 8. Definitions. Terms used but
not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company
has filed with the U.S. Securities and Exchange Commission, under the Securities Act.
Section 9. Miscellaneous.
A. Successors and Assigns.
Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the
parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding
the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to
affiliates thereof (including, without limitation one or more of its members).
B. Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party,
but all such counterparts taken together shall constitute one and the same agreement.
D. Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part
of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in
accordance with the internal laws of the State of New York.
F. Amendments. This
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
to be effective as of the date first set forth above.
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COMPANY: |
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PRAETORIAN ACQUISITION CORP. |
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By: |
/s/ |
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Name: |
Justin Di Rezze |
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Title: |
Chief Executive Officer |
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PURCHASER: |
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PRAETORIAN SPONSOR LLC,
a Delaware limited liability company |
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By: |
/s/ |
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Name: |
Justin Di Rezze |
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Title: |
Managing Member |
[Signature Page to Private Placement Warrants Purchase
Agreement]
Exhibit 10.5
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT
(this “Agreement”) is made as of [●], 2026, by and between Praetorian Acquisition Corp., a Cayman Islands exempted
company (the “Company”), and the undersigned (“Indemnitee”).
RECITALS
WHEREAS, highly competent
persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising
out of their service to and activities on behalf of such companies;
WHEREAS, the Board
of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its Subsidiaries (as defined below) from certain liabilities;
WHEREAS, the Amended
and Restated Memorandum and Articles of Association of the Company (as may be amended from time to time, the “Amended and Restated
Memorandum and Articles of Association”) provide for the indemnification of the officers and directors of the Company and provide
that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between
the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement
and reimbursement rights;
WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association
of the Company so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against
liabilities;
WHEREAS, this Agreement
is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association of the Company and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;
and
WHEREAS, Indemnitee
may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such
capacity, and Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the
condition that he or she be so indemnified.
NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1. SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to
serve as an officer, director, advisor, key employee or any other capacity of the Company, as applicable, for so long as Indemnitee is
duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing
notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor,
key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation
on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other
agreements or commitments of the parties, if any.
2. DEFINITIONS.
As used in this Agreement:
(a) References
to “agent” shall mean any person who is or was a director, officer or employee of the Company or a Subsidiary (as defined
below) of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity
as a director, officer, employee, fiduciary or other official of another company, corporation, partnership, limited liability company,
joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a
Subsidiary of the Company.
(b) The
terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated
under the Exchange Act (as defined below) as in effect on the date hereof.
(c) “Cayman
Court” shall mean the courts of the Cayman Islands.
(d) A
“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following
events:
(i) Acquisition of Shares
by Third Party. Other than an affiliate of Praetorian Sponsor LLC, a Delaware limited liability company (the
“Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then
outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial
Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding
shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the
Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this
definition;
(ii) Change in Board
of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination
for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office
who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing
Directors”), cease for any reason to constitute at least a majority of the members of the Board;
(iii) Corporate
Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination,
involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business
Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote
generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than
50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors
resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company
or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same
proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election
of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company resulting from such Business Combination) is
the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled
to vote generally in the election of directors of the surviving company except to the extent that such ownership existed prior to the
Business Combination; and (3) at least a majority of the Board of Directors of the company resulting from such Business Combination were
Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for
such Business Combination;
(iv) Liquidation.
The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the
sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s
current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation,
sale, or disposition in one transaction or a series of related transactions); or
(v) Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether
or not the Company is then subject to such reporting requirement.
(e) “Companies
Law” shall mean the Companies Act (Revised) of the Cayman Islands, as amended from time to time.
(f) “Corporate
Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member,
fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request
of the Company.
(g) “Disinterested
Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of
which indemnification is sought by Indemnitee.
(h) “Enterprise”
shall mean the Company and any other company, corporation, constituent company or corporation (including any constituent of a constituent)
absorbed in a consolidation or merger to which the Company (or any of its wholly owned Subsidiaries) is a party, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the
Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.
(i) “Exchange
Act” shall mean the United States Securities Exchange Act of 1934, as amended.
(j) “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable
attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private
investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating
in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated
by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedes bond, or other
appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.
(k) References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.
(l) References
to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary
of the Company or a Subsidiary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent
or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in
a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan,
Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in
this Agreement.
(m) “Independent
Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that neither
presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either
such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement.
(n) The
term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date
hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment
benefit plan of the Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the shareholders
of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly
or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company.
(o) The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether
brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal,
administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason
of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or
her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason of the
fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member,
fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or
expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.
(p) The
term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture,
trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or
indirectly, by that Person.
3. INDEMNITY
IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles
of Association of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of
this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in
any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s
Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments,
liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred
by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in
good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case
of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
4. INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the
provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or
otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate
Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably
incurred by him or her on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification,
hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding
was brought or the Cayman Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5. INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section
27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is
successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the
Company shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of
the Company, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in
connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one
or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable
law and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee
against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved
claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted
by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate
Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter
on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
6. INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee
is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened
to be made a party, he or she shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles
of Association of the Company, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him
or her or on his or her behalf in connection therewith.
7. ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.
(a) Notwithstanding
any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law and
the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee
is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure
a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights
shall be available under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty
of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a
knowing violation of the law.
(b) Notwithstanding
any limitation in Sections 3, 4, 5 or 7(a), except for Section 27, the Company shall, to the fullest extent permitted by applicable law
and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee
if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company
to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts
paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.
8. CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.
(a) To
the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this
Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless
or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities,
fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee
to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against
Indemnitee.
(b) The
Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined
in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(c) To
the fullest extent permissible under applicable law, the Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee
from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may
be jointly liable with Indemnitee.
9. EXCLUSIONS.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification,
advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a) for
which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision
and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any
insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;
(b) for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or
(c) except
as otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.
10. ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.
(a) Notwithstanding
any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the
Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three
months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting
such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by
applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, be unsecured and interest free. Advances
shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,
be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable
Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance
of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee,
to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the
Company under the provisions of this Agreement, the Amended and Restated Memorandum and Articles of Association, applicable law or otherwise.
This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9.
(b) The
Company will be entitled to participate in the Proceeding at its own expense.
(c) The
Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty
or limitation on Indemnitee without Indemnitee’s prior written consent.
11. PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
(a) Indemnitee
agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or
exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve
the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
(b) Indemnitee
may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement.
Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion.
Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined
according to Section 12(a) of this Agreement.
12. PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.
(a) A
determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific
case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii)
if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy
of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing
with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis
for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable
attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby agrees to indemnify and to hold Indemnitee harmless therefrom.
(b) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the
Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless
Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it
of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the
Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying
that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement.
In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall
have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is
so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is
withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after
submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have
been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which
shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as
Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the
person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or
arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility
in such capacity (subject to the applicable standards of professional conduct then prevailing).
(c) The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.
13. PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.
(a) In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection
with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company
(including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met
such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.
(b) If
the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the
requisite determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law and the Amended and
Restated Memorandum and Articles of Association of the Company, be deemed to have been made and Indemnitee 12 shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any
or all such indemnification is expressly prohibited under applicable law or the Amended and Restated Memorandum and Articles of Association
of the Company; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen
(15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires
such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
(c) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that his or her conduct was unlawful.
(d) For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based
on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the
directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise,
its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records
given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing
member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee
of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be
deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable
standard of conduct set forth in this Agreement.
(e) The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
14. REMEDIES
OF INDEMNITEE.
(a) In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of the Company, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement
to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company
of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section
12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is
not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this
Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii)
payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance
with this Agreement, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration,
contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein,
the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall
not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In
the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
(c) In
any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified,
held harmless, exonerated to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee
is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company
may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any
purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to
reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement
to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(d) If
a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(e) The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.
(f) The
Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of the Company against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the
Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company, such Expenses which are incurred by Indemnitee in connection with
any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach
of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the
Amended and Restated Memorandum and Articles of Association now or hereafter in effect; or (ii) for recovery or advances under any insurance
policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined
to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case
may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
(g) Interest
shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds harmless
or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date
on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses
and ending with the date on which such payment is made to Indemnitee by the Company.
15. SECURITY.
Notwithstanding anything herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board,
the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through
an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked
or released without the prior written consent of Indemnitee.
16. NON-EXCLUSIVITY;
SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
(a) The
rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time
be entitled under applicable law, the Amended and Restated Memorandum and Articles of Association, any agreement, a vote of shareholders
or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit
or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened,
commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee
in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by
statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would
be afforded currently under the Amended and Restated Memorandum and Articles of Association or this Agreement, it is the intent of the
parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) The
Companies Law and the Amended and Restated Memorandum and Articles of Association permit the Company to purchase and maintain insurance
or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety
bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against him or her or incurred
by or on behalf of him or her or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her
status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of
this Agreement or under the Companies Law, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification
Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except
as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit
or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.
(c) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees,
partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves
at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent
under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a
party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the
Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.
The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts
payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by applicable law and the Amended and Restated
Memorandum and Articles of Association of the Company, shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, including with respect to any insurance. The Indemnitee shall execute all papers required and take all action necessary
to secure such 16 rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
No such payment by the Company shall be deemed to relieve any insurer of its obligations.
(e) The
Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at
the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other
Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or
advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section
27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under
this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.
(f) Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or
its affiliates is secondary.
17. DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as
a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent
of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the
request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any
rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her
Corporate Status, whether or not he or she is acting in any such capacity at the time any liability or expense is incurred for which indemnification
or advancement can be provided under this Agreement.
18. SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)
the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to
the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company; (b)
such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect
to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation,
each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
19. ENFORCEMENT
AND BINDING EFFECT.
(a) The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order
to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director, officer or key employee of the Company.
(b) Without
limiting any of the rights of Indemnitee under the Amended and Restated Memorandum and Articles of Association of the Company as they
may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect
to the subject matter hereof.
(c) The
indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall
be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee,
general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall
inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(d) The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially
all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.
(e) The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association
of the Company, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any
necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall
not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further agree
that Indemnitee shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association
of the Company, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions
and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges
that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, Company hereby
waives any such requirement of such a bond or undertaking to the fullest extent permitted by applicable law and the Amended and Restated
Memorandum and Articles of Association of the Company.
20. MODIFICATION
AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company
and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions
of this Agreement nor shall any waiver constitute a continuing waiver.
21. NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or
(ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
(a) If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in
writing to the Company.
(b) If
to the Company, to:
Praetorian Acquisition
Corp.
2 S Biscayne Blvd
PMB 1004 Ste 3200
Miami, FL 33131
Attn: Justin Di Rezze
With a copy, which
shall not constitute notice, to
Reed Smith LLP
2850 N. Harwood Street
Suite 1500
Dallas, TX 75201
Attn: Lynwood Reinhardt
or to any other address as may
have been furnished to Indemnitee in writing by the Company.
22. APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by applicable law and
the Amended and Restated Memorandum and Articles of Association of the Company, the Company and Indemnitee hereby irrevocably and unconditionally:
(a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Cayman Court
and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to
the exclusive jurisdiction of the Cayman Court for purposes of any action or proceeding arising out of or in connection with this Agreement;
(c) waive any objection to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead
or to make, any claim that any such action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum,
or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of the Company, the parties hereby agree that the mailing of process and other papers in connection with any
such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company, shall be valid and sufficient service thereof.
23. IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against
whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
24. MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.
25. PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless
asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations
is otherwise applicable to any such cause of action such shorter period shall govern.
26. ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required
to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,
the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable
the Company to fulfill its obligations under this Agreement.
27. WAIVER
OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby agrees that he or she does not have any right, title, interest or claim of any kind
(each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public
offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim he or she may have
in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account
for any reason whatsoever.
28. MAINTENANCE
OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for
which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance
companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the
Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under
such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the
Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
29. INTERPRETATION
In this Agreement:
(a) words
importing the singular number include the plural number and vice versa; words importing the masculine gender include the feminine gender;
words importing persons include corporations as well as any other legal or natural person;
(b) “written”
and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an electronic
record;
(c) shall”
shall be construed as imperative and “may” shall be construed as permissive;
(d) references
to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;
(e) any
phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall
be construed as illustrative and shall not limit the sense of the words preceding those terms;
(f) the
term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in
certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or”
shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case,
unless the context otherwise requires);
(g) headings
are inserted for reference only and shall be ignored in construing this Agreement;
(h) any
requirements as to delivery under this Agreement include delivery in the form of an electronic record (as defined in the Electronic Transactions
Act (As Revised) of the Cayman Islands);
(i) any
requirements as to execution or signature under this Agreement including the execution of this Agreement itself can be satisfied in the
form of an electronic signature (as defined in the Electronic Transactions Act (As Revised) of the Cayman Islands);
(j) sections
8 and 19(3) of the Electronic Transactions Act (As Revised) of the Cayman Islands shall not apply.
[Signature Page Follows]
IN WITNESS WHEREOF,
the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.
PRAETORIAN ACQUISITION CORP.
| By: | |
|
| Name: | Justin Di Rezze |
|
| Title: | Chief Executive Officer |
|
[Signature page - Indemnity Agreement]
Exhibit
10.8
PRAETORIAN
ACQUISITION CORP.
2 S Biscayne Blvd
PMB
1004 Ste 3200
Miami,
FL 33131
[●],
2026
Re:
Administrative Services Agreement
Ladies
and Gentlemen:
This
letter of agreement by and between Praetorian Acquisition Corp. (the “Company”) and Praetorian Sponsor LLC
(the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities
of the Company are first listed on the Global Market tier of The Nasdaq Stock Market (the “Listing Date”),
pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and
the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to
as the “Termination Date”):
(i)
The Sponsor shall make available (or cause other persons to make available) to the Company, at 2 S Biscayne Blvd, PMB 1004 Ste 3200,
Miami, FL 33131 (or any successor location of the Sponsor), certain office space (including utilities) and administrative services (including
secretarial and administrative support) as may be reasonably required by the Company. As reimbursement therefor, the Company shall pay
the Sponsor (and the Sponsor will receive on behalf of itself or, to the extent it causes another person to make support available to
the Company, as nominee on behalf of such other person) the sum of $25,000 per month beginning on the Listing Date and continuing monthly
thereafter until the Termination Date.
(ii)
The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or
arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of
any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which
substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the
Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or
satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.
This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof or the transactions contemplated hereby.
This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.
No
party hereto may assign either this letter agreement or any of its rights, interests or obligations hereunder without the prior written
approval of the other party; provided, however, that the Sponsor may assign this letter agreement, in whole or in part, to Sponsor or
any other person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, Sponsor without the prior written approval of the Company. Any purported assignment in violation of this paragraph shall be void
and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This
letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with and interpreted pursuant to the laws of
the State of New York, without giving effect to its choice of laws principles.
[Signature
Page Follows]
| Very truly yours, |
|
| |
|
|
| PRAETORIAN ACQUISITION CORP. |
|
| |
|
|
| By: |
|
|
| Name: |
Justin Di Rezze |
|
| Title: |
Chief Executive Officer |
|
| AGREED TO AND ACCEPTED BY: |
|
| |
|
| PRAETORIAN SPONSOR LLC |
|
| |
|
| By: |
|
|
| Name: |
Justin Di Rezze |
|
| Title: |
Managing Member |
|
[SIGNATURE
PAGE TO ADMINISTRATIVE SERVICES AGREEMENT]
Exhibit 14.1
FORM OF
CODE OF BUSINESS CONDUCT AND ETHICS
OF
PRAETORIAN ACQUISITION CORP.
The Board of Directors (the
“Board”) of Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”), has adopted this
code of business conduct and ethics (this “Code”), as may be amended from time to time by the Board and which is applicable
to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) (collectively,
“Covered Persons”) to:
| ● | promote
honest and ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships; |
| ● | promote
the full, fair, accurate, timely and understandable disclosure in reports and documents that
the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”),
as well as in other public communications made by or on behalf of the Company; |
| ● | promote
compliance with applicable governmental laws, rules and regulations; |
| ● | require
prompt internal reporting of breaches of, and accountability for adherence to, this Code. |
This Code may be amended and modified by the Board. In this Code, references
to the “Company” mean Praetorian Acquisition Corp. and, in the appropriate context, the Company’s subsidiaries, if any.
| 2. | Administration of the Code |
The Board or Audit Committee
of the Company is responsible for applying this Code to specific situations in which questions are presented to it and has the authority
to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required
to notify the Chairman of the Board or of the Audit Committee promptly. Failure to do so is itself a breach of this Code.
| 3. | Honest, Ethical and Fair Conduct |
Each Covered Person owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of principles are inconsistent
with integrity. Service to the Company should never be subordinated to personal gain and advantage.
Each Covered Person must:
| ● | act with integrity, including being honest and candid while still maintaining the confidentiality of the
Company’s information where required or when in the Company’s interests; |
| ● | observe all applicable governmental laws, rules and regulations; |
| ● | comply with the requirements of applicable accounting and auditing standards, as well as Company policies,
in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related
information and data; |
| ● | adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical
business practices; |
| ● | deal fairly with the Company’s customers, suppliers, competitors and employees; |
| ● | refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing practice; |
| ● | protect the assets of the Company and ensure their proper use; |
| ● | subject to, and except as permitted by, the Company’s amended and restated memorandum and articles
of association, as it may be amended from time to time, not (i) take for themselves corporate or business opportunities that are discovered
through the use of corporate property, information or position, (ii) use corporate property, information or position for personal gain
and (iii) compete with the Company; and |
| ● | avoid conflicts of interest, wherever possible, except as may be allowed
under guidelines or resolutions approved by the Board (or the appropriate committee of the Board) or as disclosed in the Company’s
public filings with the SEC. Anything that would be a conflict for a Covered Person subject to this Code also will be a conflict for a
member of his or her immediate family or any other close relative. Examples of conflict-of-interest situations include, but are not limited
to, the following: |
| ○ | any significant ownership interest in any supplier, customer, potential business partner or potential
target; |
| ○ | any consulting or employment relationship with any supplier, customer, potential business partner or potential
target; |
| ○ | the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the
Company has current or prospective business dealings; |
| ○ | selling anything to the Company or buying anything from the Company, except on the same terms and
conditions as comparable officers or directors are permitted to purchase or sell (and, in the absence of any such comparable officer
or director, on the same terms and conditions as a third party would buy or sell a comparable item in an arm’s-length
transaction); |
| ○ | any other financial transaction, arrangement or relationship (including any indebtedness or guarantee
of indebtedness) involving the Company; and |
| ○ | any other circumstance, event, relationship or situation in which the personal interest of a Covered Person
interferes - or even appears to interfere - with the interests of the Company as a whole. |
Notwithstanding the foregoing,
nothing herein shall prohibit a director, officer, employee or contractor of the Company from reporting possible violations of federal
law or regulation to any governmental agency or entity or making other disclosures that are protected pursuant to federal law or regulation.
Prior authorization from the Company is not required in order to make any such reports or disclosures and the reporting individual is
not required to notify the Company that such reports or disclosures have been made. In addition, pursuant to the Defend Trade Secrets
Act, employees shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade
secret that is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney;
and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed
in a lawsuit or other proceeding, if such filing is made under seal. Should any provision in this Code conflict with this provision, this
provision shall control.
The Company strives to ensure
that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications
shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality,
where appropriate. Each Covered Person must:
| ● | not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether
within or outside the Company, including to the Company’s independent registered public accountants, governmental regulators, self-regulating
organizations and other governmental officials, as appropriate; and |
| ● | in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure
for accuracy and completeness. |
In addition to the foregoing, the Chief Executive Officer (“CEO”)
and Chief Financial Officer (“CFO”) of the Company, each subsidiary of the Company (or persons performing similar functions)
and each other person that typically is involved in the financial reporting of the Company, must familiarize himself or herself with the
disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
Each Covered Person must promptly
bring to the attention of the Chairman of the Board any information he or she may have concerning (a) significant deficiencies in the
design or operation of internal and/or disclosure controls that could adversely affect the Company’s ability to record, process,
summarize and report financial data or (b) any fraud that involves management or other employees who have a significant role in the Company’s
financial reporting, disclosures or internal controls.
It is the Company’s
obligation and policy to comply with all applicable governmental laws, rules and regulations. All Covered Persons are expected to understand,
respect and comply with all of the laws, regulations, policies and procedures that apply to them in their positions with the Company.
Employees are responsible for talking to their supervisors to determine which laws, regulations and Company policies apply to their position
and what training is necessary to understand and comply with them.
Directors, officers and employees
are directed to supervise compliance with specific policies and procedures that are applicable to persons they supervise.
| 6. | Reporting and Accountability |
The Board or Audit Committee
is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret
this Code in any particular situation. Any Covered Person who becomes aware of any existing or potential breach of this Code is required
to notify the Chairman of the Board or Audit Committee (or, if the matter involves the Chairman of the Board, the Chairman of the Audit
Committee) promptly. Failure to do so is, in and of itself, a breach of this Code.
Specifically, each Covered
Person must:
| ● | notify the Chairman of the Board (or, if the matter involves the Chairman of the Board, the Chairman of
the Audit Committee) promptly of any existing or potential violation of this Code; and |
| ● | not retaliate against any other person for reports of potential violations that are made in good faith. |
The Company will follow the
following procedures in investigating and enforcing this Code and in reporting on the Code:
| ● | the Board will take all appropriate action to investigate any breaches reported to it. |
| ● | upon determination by the Board or Audit Committee that a breach has occurred, the Board or Audit Committee
(by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with
the Company’s internal or external legal counsel, up to and including dismissal or, in the event of criminal or other serious violations
of law, notification of the SEC or other appropriate law enforcement authorities. |
No person following the above
procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion,
suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.
Any waiver (defined below)
or an implicit waiver (defined below) from a provision of this Code for the principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions, and any amendment (as defined below) to this Code,
is required to be disclosed in a Current Report on Form 8- K filed with the SEC. In lieu of filing a Current Report on Form 8-K to report
any such waivers or amendments, the Company may provide such information on a website, in the event that it establishes one in the future,
and if it keeps such information on the website for at least 12 months and discloses the website address as well as any intention to provide
such disclosures in this manner in its most recently filed Annual Report on Form 10-K.
A “waiver” means
the approval by the Board of a material departure from a provision of the Code. An “implicit waiver” means the Company’s
failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made
known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical,
administrative or other non-substantive amendments hereto.
All Covered Persons should
note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects
full compliance with this Code.
| 8. | Insider Information and Securities Trading |
Covered Persons who have access to material, non-public information
are not permitted to use that information, directly or indirectly, to buy or sell the Company’s securities (or derivative instruments
based on those securities) or for any purpose unrelated to the Company’s business. It is also against the law to trade or to “tip”
others who might make an investment decision based on inside Company information. For example, using non-public information to buy or
sell the Company’s securities, options in or other derivative securities whose price is related to the price of the Company’s
securities or the securities of any Company supplier, customer, competitor, potential business partner or potential target is prohibited.
The consequences of insider trading violations can be severe. These rules also apply to the use of material, nonpublic information about
other companies (including, for example, the Company’s suppliers, customers, competitors, potential business partners and potential
targets). In addition to Covered Persons, the rules in this Section 8 apply to each Covered Person’s spouse, children, parents and
siblings, as well as any other family members living in such Covered Person’s home. All Covered Persons are required to comply in
all respects with the Company’s Insider Trading Policy. Please refer to the Company’s Insider Trading Policy for further information.
| 9. | Financial Statements and Other Records |
All of the Company’s
books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s
transactions and must both conform to applicable legal requirements and to the Company’s system of internal controls. Unrecorded
or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.
Records should always be retained
or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation
or governmental investigation, please consult the Board or the Company’s internal or external legal counsel.
| 10. | Improper Influence on Conduct of Audits |
No director or officer, or any other person acting under the direction
thereof, shall directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence any public or certified
public accountant engaged in the performance of an audit or review of the financial statements of the Company or take any action that
such person knows or should know that, if successful, could result in rendering the Company’s financial statements materially misleading.
Any Covered Person who believes such improper influence is being exerted should report such action to such Covered Person’s supervisor,
or if that is impractical under the circumstances, to any of the Company’s directors.
Types of conduct that could
constitute improper influence include, but are not limited to, directly or indirectly:
| ● | offering or paying bribes or other financial incentives, including future employment or contracts for
non-audit services; |
| ● | providing an auditor with an inaccurate or misleading legal analysis; |
| ● | threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the
Company’s accounting; |
| ● | seeking to have a partner removed from the audit engagement because the partner objects to the Company’s
accounting; |
| ● | making physical threats. |
The Company complies with the anti-corruption laws, regulations and
policies of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act. Directors, officers and employees
will not directly or indirectly give anything of value to government officials, including employees of state-owned enterprises or foreign
political candidates. These requirements apply both to Company employees and agents, such as third-party sales representatives, no matter
where they are doing business. If you are authorized to engage agents on the Company’s behalf, you are responsible for ensuring
they are reputable and for obtaining a written agreement to uphold the Company’s standards in this area.
Violation of this Code is
grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil or criminal liability
which might be imposed by any court or regulatory agency.
| 13. | Other Policies and Procedures |
Any other policy or procedure
set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof
or hereafter are separate requirements and remain in full force and effect.
All inquiries and questions
in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary,
or such other compliance officer as shall be designated from time to time by the Company.
PROVISIONS FOR
CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
The CEO and all senior financial
officers, including the CFO and principal accounting officer, are bound by the provisions set forth herein relating to ethical conduct,
conflicts of interest and compliance with law. In addition to this Code, the CEO and senior financial officers are subject to the following
additional specific policies:
1.
Act with honesty and integrity, avoiding actual or apparent conflicts between personal, private interests and the interests of
the Company, including receiving improper personal benefits as a result of his or her position.
2.
Disclose to the CEO and the Board any material transaction or relationship that reasonably could be expected to give rise to a
conflict of interest.
3.
Perform responsibilities with a view to causing periodic reports and documents filed with or submitted to the SEC and all other
public communications made by the Company to contain information that is accurate, complete, fair, objective, relevant, timely and understandable,
including full review of all annual and quarterly reports.
4.
Comply with laws applicable to the Company, including but not limited to rules and regulations of U.S. federal, state and other
local governments and with the rules and regulations of private and public regulatory agencies having jurisdiction over the Company.
5.
Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or
allowing independent judgment to be compromised or subordinated.
6.
Respect the confidentiality of information acquired in the course of performance of his or her responsibilities except when authorized
or otherwise legally obligated to disclose any such information; not use confidential information acquired in the course of performing
his or her responsibilities for personal advantage.
7.
Share knowledge and maintain skills important and relevant to the needs of the Company, its shareholders and other constituencies
and the general public.
8.
Proactively promote ethical behavior among subordinates and peers in his or her work environment and community.
9.
Use and control all corporate assets and resources employed by or entrusted to him or her in a responsible manner.
10.
Not use corporate information, corporate assets, corporate opportunities or his or her position with the Company for personal gain;
not compete directly or indirectly with the Company, subject to the exceptions set forth in the Company’s memorandum and articles
of association in effect from time to time and to any other fiduciary or contractual obligations such officer may have.
11.
Comply in all respects with this Code.
12.
Advance the Company’s legitimate interests when the opportunity arises.
The Board will investigate
any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Any officer who
violates this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.
Any request for a waiver of
any provision of this Code must be in writing and addressed to the Chairman of the Board. Any waiver of this Code will be disclosed as
provided in Section 7 of this Code.
It is the policy of the Company
that each officer covered by this Code shall acknowledge and certify to the foregoing annually and file a copy of such certification with
the Chairman of the Board.
OFFICER’S CERTIFICATION
I have read and understand
the foregoing Code. I hereby certify that I am in compliance with the foregoing Code and I will comply with the Code in the future. I
understand that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.
- 9 -
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the use in the Prospectus
constituting a part of this Registration Statement on Amendment No. 1 to Form S-1 of our report dated November 14, 2025, which includes
an explanatory paragraph regarding the Company’s ability to continue as going concern, relating to the financial statements of Praetorian
Acquisition Corp. as of October 24, 2025 and for the period from September 29, 2025 (inception) through October 24, 2025, which is contained
in that Prospectus.
We also consent to the reference to our firm under
the caption “Experts” in the Prospectus.
| /s/ WithumSmith+Brown, PC. |
|
| WithumSmith+Brown, PC. |
|
New York, New York
January 16, 2026
Exhibit 99.1
PRAETORIAN ACQUISITION CORP.
AUDIT COMMITTEE CHARTER
The Audit Committee (the “Committee”)
of the Board of Directors (the “Board”) of Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”),
shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee:
| (a) | the accounting and financial reporting practices of the Company; |
| (b) | the quality and integrity of the financial statements and other financial information provided by the
Company to its shareholders, the public, any stock exchange and others; |
| (c) | the Company’s compliance with legal and regulatory requirements; |
| (d) | the qualifications and independence of the Company’s independent auditor; |
| (e) | the performance of the Company’s internal audit function (if any) and its system of internal controls and independent auditor; |
| (f) | the appointment, compensation, performance, retention, replacement and oversight of the work of the independent
auditors and any other independent registered public accounting firm engaged by the Company; |
| (g) | the preparation of the report to be included in the Company’s annual proxy statement, as required
by the rules and regulations of the Securities and Exchange Commission (the “SEC”); and |
| (h) | such other matters as are assigned to the Committee by the Board pursuant to this Charter or as mandated
under applicable laws, rules and regulations (including the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended (the “Exchange Act”)) as well as listing standards of The Nasdaq Stock Market LLC (together, the “Applicable
Requirements”). |
The Committee shall review the disclosure required by Item
407(d)(3)(i) of Regulation S-K ensuring its accuracy and completeness as well as compliance by the Company.
Although the Committee has
the powers and responsibilities set forth in this Charter, the role of the Committee is oversight. The members of the Committee are not
full-time employees of the Company and may or may not be accountants or auditors by profession or experts in the fields of accounting
or auditing and, in any event, do not serve in such capacity. Consequently, it is not the duty of the Committee to conduct audits or to
determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”) and other Applicable Requirements. These are the responsibilities of management and
the Company’s independent auditor.
The Committee shall consist
of three or more directors, each of whom shall satisfy the independence, financial literacy, and other qualifications required by the
Company’s corporate governance guidelines, if any, Section 10A-3 of the Exchange Act and any other Applicable Requirements, subject
to any phase-in periods or cure periods permitted by Rule 10A-3(b)(1)(iv)(A) under the Exchange Act and other Applicable Requirements. At
least one member of the Committee shall be an “audit committee financial expert” (as defined by the SEC pursuant to the Sarbanes-Oxley
Act of 2002). Determinations of independence, financial literacy, experience and expertise shall be made by the Board as the Board interprets
such qualifications in its business judgment.
Members of the Committee shall
be appointed by the Board on the recommendation of a majority of the independent directors of the Board (if any are in office at the time).
Members of the Committee may be removed at any time by action of the Board; provided, however, that if removing a member or members of
the Committee would cause the Committee to have fewer than three members, then the Board must, based upon the recommendation of a majority
of the independent directors of the Board, at the same time appoint enough additional members to the Committee so that the Committee will
have at least three qualified members. The Committee’s chairperson shall be designated by the Board on the recommendation of a majority
of the independent directors of the Board (if any are in office at the time) or, if not so designated, the members of the Committee shall
elect a chairperson by a vote of the majority of the full Committee.
The Committee may form and
delegate authority to subcommittees from time to time as it sees fit, provided that the subcommittees are composed entirely of directors
who satisfy the applicable independence requirements of the Company’s corporate governance guidelines and the Applicable Requirements.
The Committee shall meet at
least four times per year on a quarterly basis, or as often as it determines necessary to carry out its duties and responsibilities. Meetings
shall be called by the chairperson of the Committee or, if there is no chairperson, by a majority of the members of the Committee. Meetings
may be held telephonically or by other electronic means to the extent permitted by the Company’s organizational documents and applicable
law.
A majority of the
members of the entire Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members
present at a meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all
members. However, the Committee may delegate to one or more of its members the authority to grant pre-approvals of audit and
non-audit services, provided the decision is made in consultation with Company counsel and reported to the full Committee at its
next scheduled meeting.
The Committee shall also meet
periodically with management, the chief internal auditor (if any) and the Company’s independent auditor in separate executive sessions
to discuss any matters that the Committee or each of these groups believe should be discussed privately.
The Committee shall maintain
minutes of its meetings and records relating to those meetings.
| IV. | Authority and Responsibilities |
In fulfilling its duties and
responsibilities hereunder, the Committee will be entitled to rely reasonably on (a) the integrity of those persons within the Company
and the professionals and experts (such as the Company’s independent auditor) from whom it receives information, (b) the accuracy
of the financial and other information provided to the Committee by such persons and (c) representations made by the Company’s independent
auditor as to any services provided by such firm to the Company.
To fulfill its responsibilities,
the Committee shall:
With respect to the engagement
of the Company’s independent and other auditors:
1.
Be responsible for (a) the appointment, compensation, retention, (including termination), scope and oversight of the work of any
independent registered public accounting firm engaged by the Company (including for the purpose of preparing or issuing an audit report
or performing other audit, review or attestation services or other work for the Company), and (b) the resolution of any disagreements
between management and any such firm regarding financial reporting.
2.
Have the authority to review in advance and pre-approve (which may be pursuant to pre-approval policies and procedures) all audit
or non-audit services to be provided by the Company’s independent or other auditors as permitted by Section 10A of the Exchange
Act and to approve all related fees and other terms of engagement (including planning for and staffing the audit). The Committee shall
also review and approve disclosures required to be included by the Company in periodic reports filed with the SEC under Section 13(a)
of the Exchange Act with respect to audit and non-audit services.
3.
At least annually, obtain and review a formal written report from the Company’s independent auditor (a) describing such firm’s
internal quality control procedures, (b) describing any material issues raised by the most recent internal quality control review, peer
review or Public Company Accounting Oversight Board (“PCAOB”) review or inspection of such firm, or by any inquiry or investigation
by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by
such firm, and any steps taken to deal with any such issues, and (c) assessing such firm’s independence, including delineating all
relationships and engagements that may reasonably be thought to bear on the independence of the auditor, including those between the auditor
and the Company. The Committee shall discuss this report with the Company’s independent auditor and shall take appropriate action
to ensure the independence of the independent auditor and to address any other matters based on such report.
4. Confirm
that the “lead partner,” the “concurring partner” and the other “audit partner” rotation
requirements under the Applicable Requirements, including Regulation S-X, have been complied with, set clear policies for audit
partner rotation in compliance with applicable laws and regulations, and ensure that audit partner compensation is consistent with
any applicable SEC rules.
5.
Review all reports and communications required to be submitted by the Company’s independent registered public accounting
firm to the Committee under Section 10A of the Securities Exchange Act and other Applicable Requirements.
6.
At least annually, evaluate the performance of the Company’s independent auditor, including the lead audit partner. In making
its evaluation, the Committee should take into account the opinions of management and the internal audit group (if any).
7.
Review and discuss with the Company’s independent auditor all relationships the auditor has with the Company and evaluate
the auditor’s continued independence.
8.
Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the Company’s
independent auditor.
With respect to the Company’s
financial statements and other financial reporting:
9.
Review and discuss the Company’s annual audited and quarterly unaudited financial statements with management and the Company’s
independent auditor, including disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” to be included in the Company’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q.
10.
Recommend to the Board whether the Company’s annual audited financial statements should be included in the Company’s
Annual Report on Form 10-K for filing with the SEC and timely prepare the report required by the SEC to be included in the Company’s annual proxy
statement, if applicable, and any other reports of the Committee required by any Applicable Requirement.
11.
Review and discuss with management and the Company’s independent auditor (a) major issues regarding, or significant changes
in, the Company’s accounting principles and financial statement presentations, (b) analyses prepared by management or the Company’s
independent auditor concerning significant financial reporting issues and judgments made in connection with the preparation of the financial
statements, (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements
of the Company, and (d) the type and presentation of information to be included in earnings press releases (paying particular attention
to any use of “pro forma” or “adjusted” non-GAAP information) and any financial information and earnings guidance
provided to analysts and rating agencies.
12.
Prior to the filing of any audited financial statements with the SEC, review with management and the Company’s independent
auditor (a) all critical accounting policies and practices used by the Company, (b) all alternative accounting treatments of financial
information reported in GAAP related to material items that have been discussed with management, including the ramifications of the use
of such alternative treatments and disclosures and the treatment preferred by the Company’s independent auditor, (c) any reports
or communications (and management’s responses thereto) submitted to the Committee by the Company’s independent auditor in
accordance with PCAOB Auditing Standard No. 16, Communications with Audit Committees, as amended or supplemented, (d) any recommendations
of the Company’s independent auditor made in connection with the Company’s annual audit and (e) any other material written
communications between the Company’s independent auditor and management.
13.
Periodically review separately with each of management, the Company’s independent auditor, and the internal audit group (if
any) (a) any significant disagreement between management and the Company’s independent auditor or the internal audit group in connection
with the preparation of the financial statements, (b) any audit problems or difficulties encountered during the course of the audit, including
any restrictions on the scope of work or access to required information, and (c) management’s response to each. The Committee shall
discuss with the independent auditor material issues on which the national office of the independent auditor was consulted by the Company’s
audit team.
14.
Periodically discuss with the Company’s independent auditor, without management being present, (a) their judgment about the
quality, integrity and appropriateness of the Company’s accounting principles and financial disclosure practices as applied in its
financial reporting and (b) the completeness and accuracy of the Company’s financial statements.
15.
Review and discuss with management the Company’s earnings press releases, including the use of non-GAAP financial measures
and other “pro forma” or “adjusted” presentations, as well as financial information and earnings guidance provided
to analysts and rating agencies. Such discussions may be general (consisting of discussing the types of information to be disclosed and
the types of presentations to be made), and each earnings release or each instance in which the Company provides earnings guidance need
not be discussed in advance.
16.
Review and discuss with management all material off-balance sheet transactions, arrangements, obligations (including contingent
obligations) and other relationships of the Company with unconsolidated entities or other persons.
17.
Review and approve the Company’s decision to enter into swaps and other derivatives transactions that are exempt from exchange-execution
and clearing under “end-user exception” regulations established by the Commodity Futures Trading Commission; and review and
approve the Company’s policies governing the Company’s use of swaps and other derivatives transactions subject to the end-user exception.
18.
Review and discuss with management and the internal audit group (if any) the Company’s major financial risk exposures and
management’s risk assessment and risk management policies.
With respect to the internal
audit function (but only to the extent an internal audit function exists), and with respect to internal controls:
19.
Review, based on the recommendation of the Company’s independent auditor and the person responsible for the Company’s
internal audit group, the scope and plan of the work to be done by the internal audit group and the responsibilities, budget, audit plan,
activities, organizational structure and staffing of the internal audit group as needed.
20.
Receive reports from the internal audit group on the status of significant findings and recommendations, and management’s
responses.
21.
Review on an annual basis, the performance of the internal audit group.
22.
In consultation with the Company’s management, independent auditor and the internal audit group, review the adequacy of the
Company’s internal controls, disclosure processes and its procedures designed to ensure compliance with laws and regulations, and
any special audit steps adopted in light of material control deficiencies or significant weaknesses in internal controls.
23.
Review, at least annually, (a) the internal control report prepared by management, including management’s assessment of the
effectiveness of the Company’s internal control over financial reporting and (b) the Company’s independent auditor’s
attestation, and report, on the assessment made by management, in each case, as and when required by Section 404 of the Sarbanes-Oxley
Act of 2002. Discuss with management, the internal audit group and the independent auditor any changes in internal control over financial
reporting disclosed or considered for disclosure in the Company’s periodic filings with the SEC.
24.
Review with management and the Company’s independent auditor, any reports or disclosure submitted by management to the Committee
as contemplated by the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
25.
Review with management any management letters and the steps management intends to take to address the issues raised by those letters.
With respect to the Company’s
compliance programs:
26.
Monitor compliance with the Company’s Code of Business Conduct and Ethics, and oversee, review and discuss with management,
at least annually, the implementation and effectiveness of the Company’s compliance and ethics programs. Review and take appropriate
action with respect to any reports to the Committee from legal counsel for the Company concerning any material violation of securities
law or breach of fiduciary duty or similar violation by the Company, its subsidiaries or any person acting on their behalf. As appropriate,
the Committee shall report and make recommendations to the Board with respect to these matters.
27.
Establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and (b) the confidential, anonymous submission by employees of the Company or any subsidiary or
affiliate of the Company whose financial information is included in the Company’s financial statements of concerns regarding questionable
accounting or auditing matters.
28.
Review and approve (a) any amendment to or waiver from the Company’s Code of Business Conduct and Ethics for the chief executive
officer and senior financial officers and (b) any public disclosure made regarding such change or waiver, and advise the Board with respect
to the Company’s policies and procedures regarding compliance with the Company’s Code of Business Conduct and Ethics.
29. Develop
and recommend to the Board for approval policies and procedures for the review, approval or ratification of related person
transactions required to be disclosed pursuant to Item 404 of Regulation S-K, as may be amended from time to time, and any other
applicable requirements (the “Related Person Transactions Policy”). Review the Related Person Transactions Policy at
least annually and recommend to the Board for approval any changes to the Related Person Transactions Policy. Oversee the
implementation of and compliance with the Related Person Transactions Policy, including reviewing, approving or ratifying related
person transactions, as appropriate pursuant to the Related Person Transactions Policy.
30.
Review with management, the independent registered public accounting firm, and legal advisors, as appropriate, any legal, regulatory
or compliance matters, including any correspondence with regulators or government agencies, any employee complaints or published reports
that raise material issues regarding the Company’s financial statements or accounting policies and any significant changes in accounting
standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
31. Monitor
compliance by the Company of the employee conflict of interest requirements contained in the Exchange Act and the rules and
regulations promulgated by the SEC thereunder.
32.
Review with the chief executive officer, chief financial officer and independent registered public accounting firm periodically
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal
control over financial reporting.
33.
To the extent that the Company’s securities continue to be listed on an exchange and subject to Rule 10D-1 under the Exchange
Act, the Committee shall, with the assistance of management, advise the Board and any other Board committees if the clawback provisions
of the Rule are triggered based upon a financial statement restatement or other financial statement change.
34.
Implement and oversee the Company’s cybersecurity and information security policies, and periodically review the policies
and manage potential cybersecurity incidents.
With respect to the Committee’s
other authorities and responsibilities:
35.
Approve reimbursement of expenses incurred by management in connection with certain activities on the Company’s behalf,
such as identifying potential target businesses.
36.
Review and assess annually its own performance and the adequacy of this Charter and recommend to the Board any changes to this
Charter deemed appropriate by the Committee.
37.
The Committee shall review the disclosure required by Item 407(d)(3)(i) of Regulation S-K ensuring its accuracy and completeness
as well as compliance by the Company.
38.
Report regularly to the Board.
39.
Perform any other activities consistent with this Charter, the Company’s organizational documents, as required under the
Applicable Requirements or as the Committee or the Board otherwise deems necessary or appropriate.
40.
Review on a quarterly basis all payments the Company makes to the sponsor, officers or directors, or the Company’s or their
respective affiliates.
The Committee may conduct
or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and shall have the authority
to retain or terminate, at its sole discretion, independent legal, accounting and other advisors, consultants or professionals (collectively,
“Advisors”) to assist the Committee in its responsibilities and shall be directly responsible for overseeing the work of such
Advisors. The chairperson of the Committee, at the request of any member of the Committee, may request any officer, employee or Advisor
of the Company, the Company’s independent auditor or others to attend a meeting of the Committee or otherwise respond to Committee
requests.
The Committee shall have the
sole authority to determine the terms of engagement and the extent of funding necessary (and to be provided by the Company) for payment
of (a) compensation to the Company’s independent auditor engaged for the purpose of preparing or issuing an audit report or performing
other audit, review or attest services for the Company, (b) any compensation to any Advisors retained to advise the Committee and (c)
ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
Nothing contained in this
Charter is intended to create, or should be construed as creating, any responsibility or liability of the members of the Committee, except
to the extent otherwise provided under applicable federal or state law.
- 8 -
Exhibit 99.2
PRAETORIAN ACQUISITION CORP.
COMPENSATION COMMITTEE CHARTER
The Compensation Committee
(the “Committee”) of the Board of Directors of Praetorian Acquisition Corp., a Cayman Islands exempted company (the “Company”),
shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive
Officer (the “CEO”), and for incentive compensation, equity-based and pension plans as further provided in this Charter.
The Committee shall consist
of two or more directors, each of whom shall satisfy the applicable independence and other compensation committee membership requirements
of the Company’s corporate governance guidelines, The Nasdaq Stock Market LLC (“Nasdaq”) and any other applicable regulatory
requirements subject to any exceptions or cure periods that are applicable pursuant to the foregoing requirements and the phase-in periods
permitted under the Nasdaq rules under which the Committee is required to have only one independent member at the time of listing, a majority
of independent members within 90 days of listing and all independent members within one year of listing.
At least one member of the
Committee shall have experience in matters relating to executive compensation either as a professional or as a business executive. At
least two members shall qualify as (a) “outside directors” within the meaning of Section 162(m) of the U.S. Internal Revenue
Code of 1986, as amended (“Section 162(m)”), and the rules and regulations promulgated thereunder, including Treasury Regulations
Section 1.162-27 (“Outside Directors”), and (b) “non-employee directors” within the meaning of Section 16 of the
U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder
(“Non-Employee Directors”).
Members of the Committee shall
be appointed by the Board on the recommendation of a majority of the independent directors of the Board (if any are in office at the time)
and may be removed by the Board at any time; provided, however, that if removing a member or members of the Committee would cause the
Committee to have fewer than two members, then the Board must, based upon the recommendation of a majority of the independent directors
of the Board, at the same time appoint an additional member to the Committee so that the Committee will have at least two members who
qualify as (a) Outside Directors and (b) Non-Employee Directors. The Committee’s chairperson shall be designated by the Board
on the recommendation of a majority of the independent directors of the Board (if any are in office at the time) or, if not so designated,
the members of the Committee shall elect a chairperson by a vote of the majority of the full Committee.
The Committee may form and
delegate authority to subcommittees from time to time as it sees fit, provided that the subcommittees are composed entirely of directors
who satisfy the applicable independence requirements of the Company’s corporate governance guidelines and Nasdaq.
The Committee shall meet as
often as necessary to carry out its responsibilities, but no less than once annually. Meetings shall be called by the chairperson of the
Committee or, if there is no chairperson, by a majority of the members of the Committee. Meetings may be held telephonically or by other
electronic means to the extent permitted by the Company’s organizational documents and applicable law.
A majority of the members
of the entire Committee shall constitute a quorum. The Committee shall act on the affirmative vote a majority of members present at a
meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all members.
The Committee shall maintain
minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.
| IV. | Authority and Responsibilities |
To fulfill its responsibilities,
the Committee shall:
1. Review
at least annually and make recommendations to the Board with respect to the Company’s compensation strategy and equity based plans
to ensure it is appropriate to attract, retain and motivate senior management and other key employees.
2. Review
at least annually and make recommendations to the Board with respect to the executive compensation, philosophy, policies and programs
that in the Committee’s judgment support the Company’s overall business strategy and review and discuss, at least annually,
the material risks associated with executive compensation structure, policies and programs to determine whether such structure, policies
and programs encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate any such risk.
3. On
an annual basis, review and approve corporate goals and objectives relevant to the compensation of the Company’s CEO, evaluate the
CEO’s performance in light of those goals and objectives and determine and approve CEO compensation based on this evaluation. In
evaluating, determining and approving the long-term incentive component of CEO compensation, the Committee may consider, among such other
factors as it may deem relevant, the Company’s performance, shareholder returns, the value of similar incentive awards to executive
officers at comparable companies, the value of similar awards given to other executive officers of the Company, the results of the most
recent shareholder advisory vote on executive compensation required by Section 14A of the Exchange Act (the “Say-on-Pay Vote”)
and the awards given to the executive officer in past years. The CEO shall not be present during voting or deliberations relating to his
or her compensation.
4. On
an annual basis, review and make recommendations to the Board with respect to corporate goals and objectives relevant to the compensation
of the Company’s other executive officers, evaluate the executive officers’ performance in light of those goals and objectives
and determine and make recommendations to the Board with respect to executive officer compensation based on this evaluation. In evaluating
and making recommendations with respect to the long-term incentive component of executive officer compensation, the Committee may consider,
among such other factors as it may deem relevant, the Company’s performance, shareholder returns, the value of similar incentive
awards to executive officers at comparable companies, the value of similar awards given to other executive officers of the Company, the
results of the most recent Say-on-Pay Vote and the awards given to the executive officer in past years. No executive officer may be present
during voting or deliberations relating to his or her compensation.
5. Review
on an annual basis and make recommendations to the Board with respect to the Company’s incentive compensation, equity-based and
pension plans, if any. With respect to each such plan, the Committee shall have responsibility for:
(a) implementing
and administering the plan;
(b) setting
performance targets under all annual bonus and long-term incentive compensation plans as appropriate and committing to writing any and
all performance targets for executive officers who may be “covered employees” under applicable laws and regulations;
(c) if
called for by the plan, certifying that any and all performance targets used for any performance-based equity compensation plans have
been met before payment of any executive bonus or compensation or exercise of any executive award granted under any such plans;
(d) approving
all amendments to, and terminations of, all compensation plans and any awards under such plans;
(e) granting
any awards under any performance-based annual bonus, long-term incentive compensation and equity compensation plans to executive officers
or current employees with the potential to become the CEO or an executive officer, including share options and other equity rights (e.g.,
restricted shares and share purchase rights);
(f) approving
which executive officers are entitled to awards under the Company’s share option plans; and
(g) approving
repurchases of securities from terminated employees.
In
reviewing the Company’s incentive compensation, equity-based and pension plans, the Committee may consider the plan’s administrative
costs, current plan features relative to any proposed new features, the results of the most recent Say-on-Pay Vote and the performance
of the plan’s internal and external administrators if any duties have been delegated.
6. Review
and recommend to the Board for approval any employment agreement or compensatory transaction with an executive officer of the Company
involving compensation in excess of $120,000 per year.
7. Establish
and periodically review policies concerning perquisite benefits and approve all special perquisites, special cash payments and other special
compensation and benefits arrangements for officers and employees of the Company and approve all special perquisites, special cash payments
and other special compensation and benefit arrangements for officers and employees of the Company.
8. Determine
and recommend to the Board for approval the Company’s policy with respect to change-of-control or “parachute” payments.
In reviewing the Company’s policy with respect to change of control or “parachute” payments, the Committee may consider,
among such other factors as it may deem relevant, the results of the most recent Say-on-Pay Vote on “parachute” payments,
if any.
9. Review
and make recommendations to the Board with respect to executive officer and director indemnification and insurance matters.
10. Review
and recommend to the Board for approval the compensation of directors for their service to the Board. Review, evaluate and recommend changes,
if appropriate, to the remuneration of directors.
11. Approve
compensation awards, including individual awards, as may be required to comply with applicable tax and state corporate laws.
12. Review
the Company’s compensation disclosures in its annual proxy statement and its Annual Report on Form 10-K filed with the SEC and assist
management in complying with proxy statement and annual report requirements. Review and discuss the Company’s Compensation Discussion
and Analysis (“CD&A”) with management and based on such review and discussion, determine whether to recommend to the Board
that such compensation disclosures and CD&A be disclosed in the Company’s Annual Report on Form 10-K or annual proxy statement
filed with the SEC, as applicable.
13. Review
and recommend to the Board for approval the frequency with which the Company will conduct Say-on-Pay Votes, taking into account the results
of the most recent shareholder advisory vote on frequency of Say-on-Pay Votes required by Section 14A of the Exchange Act, and review
and recommend to the Board for approval the proposals regarding the Say-on-Pay Vote and the frequency of the Say-on-Pay Vote to be included
in the Company’s proxy statement filed with the SEC.
14. Prepare
any report required by applicable rules and regulations or listing standards, including reports on executive compensation required by
the SEC to be included in the Company’s annual proxy statement, or, if the Company does not file a proxy statement, in the Company’s
Annual Report filed on Form 10-K with the SEC.
15. To
the extent that the Company’s securities continue to be listed on an exchange and subject to Rule 10D-1 under the Exchange Act,
the Committee shall review and make recommendations to the Board with respect to the Company’s clawback policy and, with the assistance
of management, advise the Board and any other Board committee if the clawback provisions of the Rule are triggered based upon a financial
statement restatement or other financial statement change as well as the extent, if any, to which incentive-based compensation of the
relevant executive officers should be reduced or extinguished.
16. Review,
recommend to the Board, and administer all plans that require “disinterested administration” under Rule 16b-3 under the Exchange
Act.
17. Review
and assess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Committee.
18. Review
its own performance annually.
19. Report
regularly to the Board.
20. Perform
any other activities consistent with this Charter, the Company’s amended and restated memorandum and articles of association and
governing law, as the Committee or the Board deems necessary or appropriate.
Notwithstanding anything to
the contrary in the foregoing, the Committee shall have sole discretion and authority with respect to any action regarding compensation
payable to the Chief Executive Officer or other executive officers of the Company that the Committee intends to constitute “qualified
performance-based compensation” for purposes of section 162(m) of the Internal Revenue Code of 1986, as amended and the Treasury
Regulations promulgated thereunder.
| V. | Evaluation of the Committee |
The Committee shall, no less
frequently than annually, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately
addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The
Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy,
appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were
discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work
in a thorough and thoughtful manner.
The Committee shall deliver
to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter
and any recommended changes to the Company’s or the Board’s policies or procedures.
The Committee shall have the
authority to retain or terminate, at its sole discretion, compensation consultants, independent legal counsel or other advisors (collectively,
“Advisors”) to assist the Committee in its responsibilities and shall be directly responsible for the appointment, compensation
and oversight of the work of such Advisors. Before retaining an Advisor (other than in-house legal counsel and any Advisor whose role
is limited to consulting on broad-based, non-discriminatory plans or providing information that is not customized in particular for the
Company (as described in Item 407(e)(3)(iii) of Regulation S-K)), the Committee shall consider the independence of such Advisor, including
any independence factors that it is required to consider by law or Nasdaq rules. Nothing herein requires a compensation consultant, legal
counsel or other compensation adviser to be independent, only that the Committee consider the enumerated independence factors before selecting
or receiving advice from a compensation consultant, legal counsel or other compensation adviser. The Committee may select or receive advice
from any compensation consultant, legal counsel or other compensation adviser it prefers, including ones that are not independent, after
considering factors that the Committee may be required to consider by law or Nasdaq rules.
Nothing herein shall be construed:
(1) to require the Committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal
counsel or other adviser to the Committee; or (2) to affect the ability or obligation of the Committee to exercise its own judgment in
fulfillment of its duties.
The chairperson of the Committee,
at the request of any member of the Committee, may request that any officer, employee or advisor of the Company attend a meeting of the
Committee or otherwise respond to Committee requests.
The Committee shall have the
sole authority to determine the terms of engagement and the extent of funding necessary (and to be provided by the Company) for payment
of compensation to any Advisors or other professionals retained to advise the Committee and ordinary administrative expenses of the Committee
that are necessary or appropriate in carrying out its duties.
Any amendment or other modification
of this Charter shall be made and approved by the full Board.
| VIII. | Disclosure of Charter |
If required by the rules of
the SEC or Nasdaq, this Charter, as amended from time to time, shall be made available to the public on the Company’s website.
* * *
While the members of the Committee
have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be
construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable
federal or state law.