8-K
EQV Ventures Acquisition Corp. II (EVAC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):July 1, 2025
EQV Ventures Acquisition Corp. II
(Exact name of registrant as specified in itscharter)
| Cayman Islands | 001-42729 | 98-1810179 |
|---|---|---|
| (State or other jurisdiction<br><br> of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> Identification No.) |
| 1090 Center Drive<br><br> <br>Park City, Utah | 84098 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(405) 870-3781
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange onwhich registered |
|---|---|---|
| Units, each consisting of one Class A ordinary<br>share, $0.0001 par value per share, and one-third of one redeemable warrant | EVACU | New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share | EVAC | New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | EVACW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 13(a) of the Exchange Act. ☐
Item1.01. Entry into a Material Definitive Agreement.
On July 1, 2025, the Registration Statement on Form S-1 (File No. 333-287926) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of EQV Ventures Acquisition Corp. II (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “Commission”), and the Company subsequently filed, on July 1, 2025, a Registration Statement on Form S-1 (File No. 333-288469) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which was effective immediately upon filing. On July 3, 2025, the Company consummated the IPO of 46,000,000 units (the “Units”), which included 4,000,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $460,000,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | an Underwriting Agreement, dated<br>July 1, 2025, among the Company and BTIG, LLC (“BTIG”), as representative of the underwriters named in Schedule A therein,<br>which contains customary representations and warranties and indemnification of the underwriter by the Company; |
|---|---|
| ● | a Private Placement Units Purchase<br>Agreement, dated July 1, 2025, between the Company and EQV Ventures Sponsor II LLC (the “Sponsor”), pursuant to which the<br>Sponsor purchased 400,000 units in a private placement (the “Sponsor Private Placement Units”), with each Sponsor Private<br>Placement Unit comprised of one Class A Ordinary Share and one-third of one redeemable warrant, entitling the holder to purchase one<br>Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share (the warrants included in the Sponsor Private Placement<br>Units, the “Private Placement Warrants”); |
| --- | --- |
| ● | a Private Placement Units Purchase Agreement,<br> dated July 1, 2025, between the Company and BTIG, pursuant to which BTIG purchased 387,857 Units, which included 12,857 Units issued pursuant<br> to the partial exercise by BTIG of its over-allotment option, in a private placement (the “Underwriter Private Placement Units”),<br> with each Underwriter Private Placement Unit comprised of one Class A Ordinary Share and one-third of one redeemable warrant, entitling<br> the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share (the warrants included in<br> the Underwriter Private Placement Units, the “BTIG Warrants”, and together with the Public Warrants and the Private Placement<br> Warrants, the “Warrants”); |
| --- | --- |
| ● | a Warrant Agreement, dated July 1, 2025, between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; provision for amendments to the agreement; and indemnification of the warrant agent by the Company under the agreement; |
| ● | an Investment Management Trust Agreement, dated July 1, 2025, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Sponsor Private Placement Units and the Underwriter Private Placement Units, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement; |
| --- | --- |
| ● | a Registration and Shareholder Rights Agreement, dated July 1, 2025, among the Company, the Sponsor, BTIG and certain equityholders of the Company, which provides for certain customary demand and piggy-back registration rights as further set forth therein, and, upon and following consummation of our initial business combination, the right of the Sponsor to nominate three individuals for election to the Company’s board of directors; |
| --- | --- |
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| ● | a Letter Agreement, dated July 1, 2025, among the Company, the Sponsor and each executive officer and director of the Company, pursuant to which each of the Sponsor and each executive officer and director of the Company has agreed to vote any ordinary shares held by him, her or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months of the date of the IPO; to certain transfer restrictions with respect to the Company’s securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor; and |
|---|---|
| ● | an Administrative Services Agreement, dated July 1, 2025, between the Company and the Sponsor, pursuant to which the Sponsor has agreed to make available office space, secretarial support and administrative services, as may be required by the Company from time to time, for $40,000 per month until the earlier of the Company’s initial business combination or liquidation. |
| --- | --- |
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, to this Current Report on Form 8-K.
Item3.02. Unregistered Sales of Equity Securities.
Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated (i) the private placement of 400,000 Sponsor Private Placement Units at a price of $10.00 per Sponsor Private Placement Unit, generating total proceeds of $4,000,000, and (ii) the private placement of 387,857 Underwriter Private Placement Units, which included 12,857 Units issued pursuant to the partial exercise by BTIG of its over-allotment option, at a price of $10.00 per Underwriter Private Placement Unit, generating total proceeds of $3,878,570. The Sponsor Private Placement Units and the Underwriter Private Placement Units which were purchased by the Sponsor and BTIG, respectively, are substantially similar to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. The issuances of the Sponsor Private Placement Units and the Underwriter Private Placement Units were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item3.03. Material Modification to Rights of Security Holders.
The information provided in Item 5.03 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference.
Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On July 1, 2025, Jerome C. Silvey, Jr., Bryan Summers, Andrew Blakeman and Marc Peperzak were appointed as members of the board of directors of the Company (the “Board”). The Board has determined that each of Bryan Summers, Andrew Blakeman and Marc Peperzak are “independent directors” as defined in the New York Stock Exchange listing standards and applicable Commission rules. The committees of the Board will be comprised of the following individuals: (i) each of Andrew Blakeman, Bryan Summers and Marc Peperzak will serve as members of the audit committee with Andrew Blakeman serving as chair, (ii) each of Jerome C. Silvey, Jr., Bryan Summers and Andrew Blakeman will serve as members of the nominating committee of the Board with Bryan Summers serving as chair and (iii) Bryan Summers will be the sole member of the compensation committee.
On July 1, 2025, the Company entered into indemnification agreements with each of its directors and executive officers that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnification agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnification agreement, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
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Item5.03. Amendments to Memorandum and Articles of Association.
On July 1, 2025 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
Item8.01. Other Events.
On July 1, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On July 3, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 3, 2025 | EQV VENTURES ACQUISITION CORP. II | |
|---|---|---|
| By: | /s/ Tyson Taylor | |
| Name: | Tyson Taylor | |
| Title: | President and Chief Financial Officer |
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Exhibit 1.1
Underwriting Agreement between
EQV Ventures Acquisition Corp. II
and
BTIG, LLC
Dated July 1, 2025
(the “Agreement”)
EQV Ventures Acquisition Corp. II
UNDERWRITING AGREEMENT
New York, New York
July 1, 2025
BTIG, LLC
65 E. 55^th^ Street
New York, New York 10022
As Representative of the Underwriters
named on Schedule A hereto.
Ladies and Gentlemen:
The undersigned, EQV Ventures Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
- 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 42,000,000 units (the “Firm Units”), ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto, at a purchase price (net of discounts and commissions, excluding Additional Underwriting Commission and Deferred Underwriting Commission (each as defined below)) of $9.863 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share, of $0.0001 par value, of the Company (the “Ordinary Shares”) and one-third of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the 52^nd^ day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Current Report on Form 8-K and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its initial Business Combination, or earlier upon redemption; provided that the Warrants will expire earlier if the Company has not completed an initial Business Combination within the required time period and liquidates the Trust Account (as defined below) in connection therewith.
1.1.2 Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first Business Day (as defined below) following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Grossman & Schole LLP, counsel to the Underwriters (“EGS”), 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: $420,000,000 of the proceeds received by the Company for the Firm Units and the sale of Private Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1), pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company, as trustee (“CST”). The funds deposited in the Trust Account shall include an aggregate of $14,700,000 ($0.35 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance reasonably 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 two full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one 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 Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including any of the Initial Shareholders (as defined below), or any officer or director of the Company, to the extent he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such 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.
1.1.3 Additional Underwriting Commission. In addition to the difference between the purchase price of the Firm Units and the offering price of the Firm Units specified in Section 1.1.1 hereof, the Company shall pay to the Underwriters an additional commission with respect to the Firm Units in an amount equal to $0.024 per Firm Unit (the “Additional Underwriting Commission”), or $1,000,000 in the aggregate, payable to the Underwriters in cash at the closing of the initial Business Combination.
1.2 Over-Allotment Option.
1.2.1 Option Units. The Underwriters are hereby granted an option (the “Over-allotment Option”) to purchase, ratably in accordance with the number of Firm Units to be purchased by each of them, up to an additional 6,300,000 units (the “Option Units”), the net proceeds of which, together with the proceeds of the Option Private Placement Units (as defined below), will be deposited in the Trust Account, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units. Such Option Units shall be identical in all respects to the Firm Units and shall be sold at the same purchase price per Firm Unit to be paid by the Underwriters to the Company. The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and the Units, the Ordinary Shares, the Warrants included in the Units and the 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 $9.925 per Option Unit sold.
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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 (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the 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 “OptionClosing Date”), which will not be later than five full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of EGS 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 convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3 Payment and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable as follows: $9.925 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 of the payments for the Option Units to be deposited in the Trust Account will include $0.35 per Option Unit (up to $2,205,000), 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 two full Business Days prior to the Closing Date or the Option Closing Date, as the case may be. The Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Underwriters for applicable Option Units.
1.3 Deferred Underwriting Commission. The Representative agrees that up to 3.5% of the gross proceeds from the sale of the Firm Units ($14,700,000) and up to 3.5% of the gross proceeds from the sale of the Option Units (up to $2,205,000) (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 upon consummation of the Company’s initial Business Combination and payable as otherwise agreed to between the Company and the Underwriters. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; 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. Any Deferred Underwriting Commissions will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such underwriter on the closing of the Offering (including payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, without any further conditions.
1.4 Private Placements.
1.4.1 Founder Shares. On October 11, 2024, EQV Ventures Sponsor II LLC, the Company’s Sponsor (the “Sponsor”), purchased from the Company an aggregate of 10,062,500 Class B ordinary shares (the “Sponsor Class B Ordinary Shares”), for an aggregate consideration of $25,000, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. On November 26, 2024, the Company issued 40,000 Ordinary Shares to each of its non-executive director nominees (an aggregate of 160,000 Ordinary Shares) (the “Director Class A Shares” and, together with the Sponsor Class B Ordinary Shares, the “Founder Shares”). On July 1, 2025, the Company issued 2,012,500 Class B ordinary shares to the Sponsor in a share capitalization, resulting in the total Class B ordinary shares increasing to 12,075,000 (up to 1,575,000 of which are subject to forfeiture by the Sponsor if the Over-allotment Option is not exercised in full by the Underwriters). The holders of the Founders Shares are referred to herein as the “Initial Shareholders”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Pursuant to that certain Insider Letter (as defined below), the Initial Shareholders have agreed that, except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Shareholders until the earlier of: (i) twelve months following the consummation of the Business Combination; (ii) six months following the consummation of the Business Combination, (x) if the closing price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing at least 150 days following the consummation of a Business Combination; or (iii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Pursuant to that certain Insider Letter, the Initial Shareholders have agreed that they will have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The Initial Shareholders have agreed that they will not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, pursuant to that certain Insider Letter, the Sponsor has agreed to forfeit such number of Founder Shares (up to 1,575,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (excluding the Private Placement Shares (as defined below) and any public shares purchased by the Initial Shareholders).
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1.4.2 Intentionally Omitted.
1.4.3 Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Underwriters will purchase from the Company pursuant to the Private Units Purchase Agreement (as defined in Section 2.20.2.1 hereof) and the Underwriter Private Placement Units Purchase Agreement (as defined in Section 2.20.2.2 hereof), 775,000 private placement units (400,000 units to be purchased by the Sponsor and 375,000 units to be purchased by the Underwriters), at a purchase price of $10.00 per unit (the “Private Placement Units”) in private placements intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Underwriters will purchase from the Company pursuant to the Underwriter Private Placement Units Purchase Agreement up to an additional 47,250 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the underlying Ordinary Shares (the “PrivatePlacement Shares”) nor underlying warrants (the “Private Placement Warrants”) may be sold, assigned or transferred by the purchasers or their permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Ordinary Shares and underlying Private Placement Warrants are held by the Underwriters or their designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Ordinary Shares, the underlying Private Placement Warrants and the Ordinary Shares issuable pursuant to the Private Placement Warrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as defined herein).
1.4.4 The Private Placement Units, the Option Private Placement Units, if any, the Private Placement Shares, the Private Placement Warrants and the Ordinary Shares issuable upon exercise of the Private Placement Warrants included in the Private Placement Units and the Option Private Placement Units, if any, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”
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1.5 Working Capital. Upon consummation of the Offering, it is intended that approximately $1,250,000, whether or not the Over-allotment Option is exercised, of the Offering proceeds and the Unit Private Placement will be released to the Company and held outside of the Trust Account to fund the initial working capital requirements of the Company. The Company shall also be permitted to withdraw certain amounts from the interest income on the amounts held in the Trust Account in order to fund its ongoing working capital requirements and/or to pay trust administration expenses and/or taxes, as described in the Prospectus (as defined below).
1.6 Interest Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, up to $1,000,000 of the interest earned per annum on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company; to pay administrative expenses with respect to the Trust Account; to pay certain amounts to pay to fund the working capital requirements of the Company; and up to $100,000 for dissolution expenses, all as more fully described in the Prospectus.
- 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 (as defined below) and an amendment or amendments thereto, on Form S-1 (File No. 333-287926), including any related preliminary prospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Units (and the Ordinary Shares and the Warrants included in the Units) under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Timeof Sale,” as used in the Act, means 4:35 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on June 10, 2025, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a Registration Statement pursuant to Rule 462(b) under the Act registering additional securities or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing and the Form 8-A referred to below in Section 2.1.2, no other document with respect to the Registration Statement has been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Act with the filing of such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
2.1.2 Pursuant to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File No. 001-42729) providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Ordinary Shares and the Warrants. The registration of the Units, Ordinary Shares and the Warrants under the Exchange Act has been declared effective by the Commission on the date hereof and the Units, the Ordinary Shares and the Warrants have been registered pursuant to Section 12(b) of the Exchange Act.
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2.1.3 No Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state, or other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus, or Prospectus or any part thereof, or has instituted or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
2.2 Disclosures in Registration Statement.
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 Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and the Time of Sale, did not, and on the Closing Date, 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 Sale Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), 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 Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to stabilizing transactions contained in paragraphs under “Price Stabilization, Short Positions” in the section entitled “Underwriting,” the information contained in the paragraphs under “Selling Restrictions” in the section entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).
2.2.2 Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) 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, except as otherwise disclosed to the Underwriters, 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.
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2.2.3 Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except as disclosed in the Registration Statement.
2.2.4 Regulations. The disclosures in the Registration Statement, the Sale Preliminary Prospectus, and Prospectus concerning the effects of federal, foreign, state, and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.
2.3 Changes After Dates in Registration Statement.
2.3.1 No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company, other than a change in the title of such officer, and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.3.2 Recent Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its share capital.
2.4 Independent Registered Public Accounting Firm. To the Company’s knowledge, assuming reasonable inquiry, Withum Smith+Brown, PC (“Withum”), whose report is filed with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, is an independent registered public accounting firm as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s knowledge, assuming reasonable inquiry, Withum is currently registered with the PCAOB. Withum has not, during the periods covered by the financial statements included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.5 Financial Statements; Statistical Data.
2.5.1 Financial Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus present fairly the information required to be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus. The Registration Statement, the Sale Preliminary Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance with Regulation S-X or Form 10 that have not been included as required.
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2.5.2 Statistical Data. The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary Prospectus, and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate, and such data materially agree with the sources from which they are derived.
2.6 Authorized Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued Ordinary Shares or any security convertible into Ordinary Shares, or any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible securities.
2.7 Valid Issuance of Securities.
2.7.1 Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.
2.7.2 Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants, and when issued and paid for in accordance with the terms thereof such 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.
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2.7.3 Placement Securities. The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and 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 Ordinary Shares issuable upon exercise of the Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of members, 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.
2.7.4 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 Offering.
2.8 Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.
2.9 Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.20.3), the Registration and Shareholder Rights Agreement (as defined in Section 2.20.4), the Private Units Purchase Agreement and the Underwriter Private Placement Units Purchase Agreement (collectively, the “TransactionDocuments”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.10 No Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement (ii) result in any violation of the provisions of the amended and restated memorandum and articles of association of the Company (collectively, the “CharterDocuments”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof; except in the case of clauses (i) and (iii) above for any such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect (as defined below).
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2.11 No Defaults; Violations. No default or violation exists in the due performance and observance of any term, covenant or condition of any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject, except for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is not in violation of any term or provision of its Charter Documents or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.
2.12 Corporate Power; Licenses; Consents.
2.12.1 Conduct of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except where the failure to would not reasonably be expected to have a Material Adverse Effect. The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation on this Offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities other than in connection with 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 the Transaction Documents and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale, and delivery, of the Securities and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws, the rules of the New York Stock Exchange LLC (“NYSE”) and the rules and regulations promulgated by the Financial Industry Regulatory Authority (“FINRA”).
2.13 D&O Questionnaires. To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (“Questionnaires”) completed by each of the Company’s officers, directors and shareholders (“Insiders”) and provided to the Representative and their counsel and the biographies of the Insiders contained in the Registration Statement, Sale Preliminary Prospectus and the Prospectus (to the extent a biography is contained) is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete in any material respect.
2.14 Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s knowledge, assuming reasonable inquiry, that would be reasonably expected to have a Material Adverse Effect, 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 Sale Preliminary Prospectus or the Prospectus.
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”).
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2.16 No Contemplation of a Business Combination. The Company has not selected any specific Business Combination target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Target Business regarding a Business Combination with the Company.
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 Public 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. 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; or (ii) any participating member, as defined in FINRA Rule 5110, with respect to the Offering (“Participating Member”), within the 180-day period prior to the initial filing of the Registration Statement, other than the prior payments to the Representative in connection with the Offering. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to any Participating Member within the 180-day period prior to the initial filing date of the Registration Statement. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any Participating Member. 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 “underwriting compensation” as defined in FINRA Rule 5110.
2.17.3 FINRA Affiliation. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) has any direct or indirect affiliation or association with any Participating Member (as determined in accordance with the rules and regulations of FINRA). The Company will advise the Representative and EGS 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 Participating Member.
2.17.4 Share Ownership. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any Participating Member (other than securities purchased on the open market).
2.17.5 Loans. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities has made a subordinated loan to any Participating Member.
2.17.6 Proceeds of the Offering. No proceeds from the sale of the Public Securities (excluding underwriting compensation), the Private Placement Units, if any, will be paid to any Participating Member, except as specifically authorized herein.
2.17.7 Conflicts of Interest. To the Company’s knowledge, assuming reasonable inquiry, no Participating Member has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a Participating Member and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity.
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2.18 Taxes.
2.18.1 There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Public Securities.
2.18.2 The Company has filed all U.S. federal, state and local tax returns required to be filed by it with taxing authorities prior to the date hereof in a timely manner or has duly obtained extensions of time for the filing thereof (except in any case described in this sentence in which the failure so to file would not be reasonably expected to have a Material Adverse Effect). The Company has paid all taxes shown as due on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it by a taxing authority to the extent that any of the foregoing is due and payable (except in any case described in this sentence in which the failure to pay any such amount would not be reasonably expected to have a Material Adverse Effect).
2.18.3. Excise Taxes and Fees. In the event an excise tax and/or any other similar fee or tax in nature is levied or imposed on the Company pursuant to any current law(s), including without limitation any excise tax due under the Inflation Reduction Act (IRA) of 2022 in relation to a redemption of securities as described in the Registration Statement or otherwise, the Company hereby agrees not to make payment of any such tax or fee from the Trust Account and further agrees not to seek recourse for such tax or fee from the Trust Account.
2.19 Foreign Corrupt Practices Act; Anti-Money Laundering; Patriot Act.
2.19.1 Foreign Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.19.2 Currency and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with (i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines, issued, administered or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, assuming reasonable inquiry, threatened.
2.19.3 Patriot Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy Act of 1970, as amended, or Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.
2.20 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 EGS shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
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2.21 Agreements With Insiders and Underwriters.
2.21.1 Insider Letters. On the date of this Agreement, the Company will cause to be duly executed and delivered to the Underwriters legally binding and enforceable agreements (except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification, contribution or non-compete provision may be limited under 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 Letters”), pursuant to which each of the Insiders of the Company agree to certain matters.
2.21.2 Private Placement Units Purchase Agreements.
2.21.2.1 Private Units Purchase Agreement. On the date of this Agreement, the Company and the Sponsor will execute and deliver to the Underwriters a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Private UnitsPurchase 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 Private Placement Units to be sold to the Sponsor, as described in Section 1.4.2, and as provided for in such Private Units Purchase Agreement. Pursuant to the Private Units 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 Private Placement Units, and (ii) certain of the proceeds from the sale of the Private Placement Units to the Sponsor 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 Units Purchase Agreement.
2.21.2.2 Underwriter Private Units Purchase Agreement. On the date of this Agreement, the Company and the Underwriters will execute an Underwriter Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter PrivatePlacement Units Purchase Agreement”), pursuant to which the Underwriters will, among other things, on the Closing Date and Options Closing Date, if any, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Underwriters, as described in Section 1.4.2, and as provided for in such Underwriter Private Placement Units Purchase Agreement. Pursuant to the Underwriter Private Placement Units Purchase Agreement, (i) the Underwriters waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and (ii) certain of the proceeds from the sale of the Private Placement Units and the Option Private Placement Units (if any) to the Underwriters will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Underwriter Private Placement Units Purchase Agreement.
2.21.3 Administrative Services Agreement. On the date of this Agreement, the Company and the Sponsor will execute and deliver to the Underwriters an Administrative Services Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Sponsor will provide office space, utilities, secretarial support and administrative services to the Company.
2.21.4 Registration and Shareholder Rights Agreement. On the date of this Agreement, the Company, the Sponsor, the Representative and the other holders party thereto will enter into and deliver to the Underwriters a Registration and Shareholder Rights Agreement (the “Registration RightsAgreement”) substantially in the form annexed 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 Sale Preliminary Prospectus and the Prospectus.
2.21.5 Loans. The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”) pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier of July 7, 2025, or the consummation of the Offering.
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2.22 Investment Management Trust Agreement. On the date of this Agreement, the Company will enter into and deliver to the Underwriters the Trust Agreement with respect to certain proceeds of the Offering and the Unit Private Placement substantially in the form annexed as an exhibit to the Registration Statement.
2.23 Warrant Agreement. On the date of this Agreement, the Company has entered into and delivered to the Underwriters a warrant agreement with respect to the Warrants underlying the Units and the Private Placement Warrants included in the Private Placement Units and certain other warrants that may be issued by the Company with CST substantially in the form filed as an exhibit to the Registration Statement (the “WarrantAgreement”).
2.24 No Existing Non-Competition Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.
2.25 Investments. No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the “InvestmentCompany Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.
2.26 Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.
2.27 Subsidiaries. The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business entity.
2.28 Related Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement, the Sale Preliminary Prospectus and Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
2.29 No Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.
2.30 Sarbanes-Oxley. The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), 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 Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.
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2.32 Listing on the NYSE. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on the NYSE, and the Company knows of no reason or set of facts that is reasonably likely to adversely affect such authorization.
2.33 Board of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors” or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.” As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply with the Sarbanes-Oxley Act and the rules promulgated thereunder and the rules of the NYSE that are, in each case, applicable to the Company, subject to the NYSE phase-in rules, including with respect to the requirement to have a majority independent board within one year of the Company’s listing date. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the Sarbanes-Oxley Act and the rules promulgated thereunder and the rules of the NYSE.
2.34 Emerging Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.35 No Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together, “CompanyCovered 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 Representative 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 (as defined herein) 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-WatersCommunication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.
- 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 Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Representative, 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.
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3.2.2 Filing of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) 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 Ordinary Shares (or any successor security for which Ordinary Shares are exchangeable in connection with a Business Combination) under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of five years from the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier, or, in the case of the Warrants, until the Warrants expire and are no longer exercisable or have been exercised or redeemed in full. The Company will not deregister the Public Securities under the Exchange Act without the prior written consent of the Representative prior to the earlier of the Company’s liquidation or dissolution or its initial Business Combination.
3.2.4 Exchange Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) such statements and reports as are required to be filed by 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 and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company.
3.3 Free-Writing Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405, without the prior consent of the Representative.
3.4 Delivery to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary Prospectus and the Prospectus as the Underwriters may reasonably request.
3.5 Effectiveness and Events Requiring Notice to the Representative. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective and will notify the Representative as promptly as reasonably possible and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
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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 or a committee of independent and disinterested members of its board of directors obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
3.6.2 Compensation to Insiders. Except as disclosed in the Prospectus, 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; provided, however, that such Insiders and their affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf related to identifying, investigating, negotiating and completing an initial Business Combination, (ii) may be repaid loans, and (iii) may receive payments out of working capital in connection with the provision of services to the Company, in the case of both (i) and (ii) as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of which payments described in (i), (ii) or (iii) will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination, except to the extent that proceeds from the Trust Account have been released to the Company to fund its working capital requirements in accordance with the provisions of Section 1.6 hereof.
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, the Company will furnish or make available 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 or make available to the Representative: (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 Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company, (iv) two copies of each registration statement filed by the Company with the Commission under the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the 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 their counsel in connection with the Representative 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 either completes its Business Combination or is required to be liquidated, the Company shall retain a transfer agent and warrant agent reasonably acceptable to the Representative. CST is acceptable to the Representative.
3.9 Payment of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre- or post-effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, not to exceed $2,500 per person (in the case investigations and background checks in U.S. jurisdictions) and $3,000 per person (in the case of investigations and background checks in non-U.S. jurisdictions), (iv) the preparation, printing, engraving, issuance and delivery of the Units, the 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 the NYSE or such other share exchanges as the Company and the Underwriter together determine, (vii) reasonable expenses of the Company 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 and by the Representative (with respect to roadshow expenses); (viii) the documented fees of the Representative’s legal counsel incurred in connection with the review and qualification of the Offering by FINRA (which amount shall not exceed $15,000); and (ix) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9; provided that the maximum reimbursement to the Underwriters under this section shall not exceed $90,000. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason other than a breach by the Underwriters of their obligations hereunder, the expenses set forth above paid by the Representative, shall be reimbursed by the Sponsor or the Company.
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3.10 Application of Net Proceeds. The Company will apply the net proceeds from the Offering and Unit Private Placement received by it in a manner materially consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.11 Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable, but not later than the 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. Any financial statements filed or furnished on the Commission’s EDGAR website will be considered to be generally available to security holders for purposes of this Section 3.10.
3.12 Notice to the Representative or FINRA.
3.12.1 Notice to the Representative. For a period of 60 days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in connection therewith, the Company will provide the following to the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services (which details or agreements may be appropriately redacted to account for privilege or confidentiality concerns); and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered a Participating Member with respect to the Offering. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business Combination.
3.12.2 FINRA. The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater shareholder of the Company becomes a Participating Member.
3.12.3 Broker/Dealer. In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become a member of FINRA, it shall promptly notify FINRA.
3.13 Stabilization. Neither the Company, nor to its knowledge, assuming reasonable inquiry, any of its employees, directors or shareholders (without the consent of the Representative) has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Units.
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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. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Underwriting Commission.
3.15 Internal Controls. From and after the Closing Date, 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 Withum or another nationally recognized 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 Unit Private Placement. Within four Business Days after the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission, which report shall contain the Company’s Audited Financial Statements. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the Over-allotment Option provided for in Section 1.2 hereof, the Company shall promptly, but not later than four Business Days after the receipt of such proceeds, file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of the Option Units and its receipt of the proceeds therefrom, unless the receipt of such proceeds are reflected in the Current Report on Form 8-K referenced in the immediately prior sentence.
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 EGS.
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 conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.20 Intentionally Omitted.
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 delayed, conditioned or withheld), for a period of 25 days after the Closing Date. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing any press releases 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).
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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 two Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, 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 or prior to the Closing Date and each Option Closing Date, if any, the Company shall have caused the applicable proceeds from the Unit Private Placement and certain of the proceeds from the sale of the Option Private Placement Units, if any, to be deposited into the Trust Account in accordance with the Private Units Purchase Agreement and the Underwriter Private Placement Units Purchase Agreement.
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 with respect to such financing.
3.26 Amendments to Agreements. Prior to the consummation of the Business Combination, the Company shall not amend, modify or otherwise change or waive any provision of the Warrant Agreement, the Trust Agreement, the Registration Rights Agreement, the Administrative Services Agreement, the Private Units Purchase Agreement, the Underwriter Private Placement Units Purchase Agreement or any Insider Letter without the prior written consent of the Representative, which will not be unreasonably delayed, conditioned or withheld.
3.27 Maintenance of NYSE Listing. Until the consummation of a Business Combination, the Company will use its commercially reasonable efforts to maintain the listing of the Public Securities on the NYSE or a national securities exchange reasonably 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 and the Private Placement Warrants included in the Private Placement Units outstanding from time to time.
3.29 Notice of Disqualification Events. The Company will notify the Representative 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 Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, sell, contract to sell, pledge or grant any option to purchase or otherwise dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Act relating to, any Units, Ordinary Shares, Founder Shares, Warrants or any securities convertible into or exercisable or exchangeable for any Ordinary Shares or Founder Shares or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or Founder Shares owned, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such securities, in cash or otherwise, without the prior written consent of the Representative, except, in each case, that the Company may (a) issue and sell the Private Placement Units, (b) issue and sell the Option Units on exercise of the option provided for in Section 1.2.2 hereof (if any), (c) register with the Commission pursuant to the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Units, the Private Placement Units that may be issued upon conversion of working capital loans (and any Ordinary Shares issuable upon exercise of the Private Placement Warrants underlying the Private Placement Units issued upon conversion of working capital loans and upon conversion of the Founder Shares) and (d) issue securities in connection with a Business Combination. However, the preceding clauses (i) and (ii) shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company (as long as such current or future independent director transferee is subject to the terms of the Insider Letter applicable to directors and officers at the time of such transfer; and as long as, to the extent any reporting obligation under Section 16 of the Exchange Act is triggered as a result of such transfer, any related filing includes a practical explanation as to the nature of the transfer). The Representative in its sole discretion may release or waive the transfer restrictions set forth herein at any time without notice.
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3.31 In connection with the initial Business Combination, the Company shall, if requested by the Underwriters, (i) provide, or cause the target of the initial Business Combination to provide, to the Underwriters and their representatives, customary documentation, including (A) all financial and other records, including any financial forecasts or projections, (B) pertinent corporate documents, (C) material contracts, (D) documents and information contained in the virtual data room used in connection with the initial Business Combination, and (E) any other information, certifications or documentation reasonably requested by the Underwriters and their representatives with respect to the parties to the Business Combination Agreement, in each case, with reasonable advance opportunity to review the foregoing; (ii) cause appropriate officers, directors and employees of the parties to the Business Combination Agreement, and cause representatives of the Company’s and the initial Business Combination target’s accountants and auditors, to participate in any due diligence sessions reasonably requested by the Underwriters in connection with the initial Business Combination; and (iii) provide, and in the case of the target of the initial Business Combination, cause to provide, customary comfort letters, legal opinions and negative assurance letters, in form and substance reasonably satisfactory to the Underwriters, each dated as of the effective date of the registration statement (if applicable), statutory prospectus, prospectus or proxy statement filed in connection with the initial Business Combination and as of the closing date of initial Business Combination.
3.32 The Company shall include in any Business Combination agreement (i) a covenant for the assignment and assumption, by the public entity resulting from the 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.
3.33 The Company acknowledges and agrees that nothing in this Agreement shall be interpreted to obligate the Underwriters to take any action, or to refrain from taking any action, in connection with the Business Combination and any such actions will be undertaken by each Underwriter, in respect of itself, in its sole discretion and only pursuant to a separate, definitive written agreement between such Underwriter and the Company or another Registrant.
3.34 The Company shall (i) (A) provide the Underwriters and their representatives a reasonable advance opportunity to review and comment on any registration statement, preliminary prospectus, prospectus and proxy statement, including exhibits and financial statements included therein, to be filed in connection with the initial Business Combination, prior to each such filing, (B) provide each Underwriter and its representatives a reasonable advance opportunity to review and comment on any publicly-disseminated document that names or describes such Underwriter, whether or not such document is filed and (C) consider in good faith including in any such registration statement, preliminary prospectus, prospectus and proxy statement all comments reasonably proposed by the Underwriters and their representatives; provided that any information naming or describing an Underwriter must be in a form and content reasonably satisfactory to such Underwriter; and (ii) upon the request by the Underwriters, promptly file an amendment to any registration statement, statutory prospectus, prospectus and proxy statement, including exhibits and financial statements included therein, filed in connection with the initial Business Combination, to correct any information to the extent that such information shall have become false or misleading in any material respect, or to correct any material omissions therefrom.
- 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 in all material respects by the Company of its obligations hereunder and to the following conditions:
4.1 Regulatory Matters.
4.1.1 Effectiveness of Registration Statement. The Registration Statement shall have become effective not later than 4:00 p.m., New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative.
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4.1.2 FINRA Clearance. By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the terms and arrangements and the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3 No Commission Stop Order. At the Closing Date, the Commission 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, threatened to institute any proceedings with respect to such an order.
4.1.4 Approval for Listing on NYSE. The Public Securities shall have been approved for listing on the NYSE, subject to official notice of issuance and evidence of satisfactory distribution, reasonably 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 U.S. Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall have received such opinion and negative assurance statement of Kirkland & Ellis 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 reasonably satisfactory to the Representative, as well as such opinion and negative assurance letter of EGS, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative for the several Underwriters and in form and substance satisfactory to the Representative.
4.2.2 Closing Date and Option Closing Date Opinions of Cayman Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall have received such opinion of 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 reasonably satisfactory to the Representative.
4.2.3 Reliance. In rendering such opinions, such counsels may rely: (i) as to matters involving the application of laws other than the laws of the jurisdictions in which such counsel are admitted, to the extent such counsels deem proper and to the extent specified in such opinion, if at all upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel familiar with the applicable laws; and (ii) 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. The opinions of counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
4.3 Comfort Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the 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:
4.3.1 Confirming that they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations;
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4.3.2 Stating that in their opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary 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;
4.3.3 Stating that, on the basis of their review, 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, or (a) at a date not later than five days 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 March 31, 2025 balance sheet included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus;
4.3.4 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);
4.3.5 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 Sale Preliminary Prospectus and the Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement; and
4.3.6 Statements as to such other matters incident to the transaction contemplated hereby as the Representative or EGS may reasonably request, including that Withum is registered with the Public Company Accounting Oversight Board.
4.4 Officers’ Certificates.
4.4.1 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, the Chief Executive Officer or the President, and the Chief Financial Officer or General Counsel of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed 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 the 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.
4.4.2 Chief Executive’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 the General Counsel or Chief Executive Officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE, (v) as to the accuracy and completeness, to the Company’s knowledge (assuming reasonable inquiry) of the certificates specified in Section 4.4.1 hereof, and (vi) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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4.5 No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a 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, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
4.6 Delivery of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents and all of the Insider Letters.
- Indemnification.
5.1 Indemnification of the Underwriters. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and their affiliates, and each dealer selected by the Underwriters that participates in the offer and sale of the Securities (each a “SelectedDealer”) and each of their respective directors, officers, agents, partners, members and employees and each person, if any, who controls within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act (“Controlling Person”) any Underwriter, against any and all loss, liability, claim, damage and expense whatsoever as incurred to which they or any of them may become subject under the Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Business Combination securities disclosure documents, any Preliminary Prospectus including the Sale Preliminary Prospectus or the Prospectus (as from time to time each may be amended and supplemented, including, but not limited to any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); (iii) any application or other document or written communication (in this Section 5, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Public Securities under the securities laws thereof or filed with the Commission, any foreign or state securities commission or agency, NYSE, NYSE American, the Nasdaq Global Market, the Nasdaq Capital Market, the Nasdaq Global Select Market, any other securities exchange or the Over-the-Counter Bulletin Board (the “OTCBB”); (iv) any post-effective amendments to the Registration Statement or Prospectus or new Registration Statement or Prospectus filed by the Company with the Commission, any state securities commission or agency, OTCBB or any securities exchange; or (v) the omission or alleged omission from the Registration Statement, the Business Combination securities disclosure documents, any Preliminary Prospectus including the Sale Preliminary Prospectus or the Prospectus or subsequent filing by the Company under clause (iv) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its affiliates, each Selected Dealer and each of their respective directors, officers, partners, agents, members and employees and each Controlling Person, if any, for any and all expenses (including the fees and disbursements of counsel chosen by the Underwriters) as such expenses are incurred by each Underwriter, its affiliates, such Selected Dealer or each of their respective directors, officers, partners, agents, members and employees or such Controlling Person in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action, whether or not any such person is a party to any such claim or action and including any and all reasonable legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that the foregoing agreement shall not apply to any loss, claim, damage, liability or expenses to the extent, but only to the extent, arising out of or based upon (x) any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereof, or in any application, as the case may be, or the jurisdictions listed in the section entitled “Underwriting” in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereof, as the case may be; (y) the use of the Sale Preliminary Prospectus or Prospectus in violation of any stop order or other notice received by the Underwriters indicating the then current Prospectus is not to be used in connection with the sale of any Securities or (z) the Underwriters otherwise failing in its prospectus delivery obligations. The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons in connection with the issue and sale of the Securities or in connection with the Registration Statement, the Sale Preliminary Prospectus or the Prospectus. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liabilities that the Company may otherwise have.
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5.2 Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each Controlling Person of the Company, if any, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to, the Underwriters by or on behalf of the Underwriters expressly for use in, the Registration Statement, any Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or in any such application, and to reimburse the Company or any such director, officer or Controlling Person, if any, for any and all expenses as such expenses are reasonably incurred, in connection with investigating, defending, settling, compromising or paying any such loss, claim damage, liability, expense or action; provided, however, that the obligation of each Underwriter to indemnify the Company (including any director, officer or Controlling Person thereof), shall be limited to the commissions received by such Underwriter in connection with the Securities underwritten by it pursuant to this Agreement. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, the Preliminary Prospectus including the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, shall consist solely of the Underwriters’ Information. The indemnity agreement set forth in this Section 5.2 shall be in addition to any liabilities that the Underwriter may otherwise have.
5.3 Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5, notify the indemnifying party in writing of the commencement thereof, but the failure to so notify the indemnifying party (i) will not relieve it from liability under Sections 5.1 or 5.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in Sections 5.1 or 5.2 above. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party; provided, however, that (a) if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, or (b) the indemnifying party agrees to such separate representation, then, in each case, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (iii) the indemnified party shall have employed separate counsel in accordance with the provision to the preceding sentence reasonably approved by the indemnifying party (or by the Underwriter in the case of Section 5.2), representing the indemnified parties who are parties to such action, (iv) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, or (v) the indemnifying party is not defending such action in good faith, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.
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5.4 Settlements. The indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld, delayed or conditioned unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 5.3 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
5.5 Contribution.
5.5.1 Contribution Rights. In order to provide for just and equitable contribution under the Act in any case in which (i) any person entitled to indemnification under this Section 5 makes claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification in such case, or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each such case, each Underwriter shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and each Underwriter, as incurred, in such proportion as is represented by the percentage of the underwriting discount appearing on the cover page of the Prospectus as compared to the offering price per Unit and the Company shall be responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) with respect to any action or claim shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation with respect to such action or claim. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters shall contribute in such proportion as is appropriate to reflect the relative fault of the Company and the Underwriters in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of the Company and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information furnished by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this Section 5.5.1, no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received by such Underwriter in connection with the Securities underwritten by it and distributed to the public pursuant to this Agreement. For purposes of this Section, each director, officer, agent, partner, member and employee of an Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act, shall have the same rights to contribution as such Underwriter or the Company, as applicable.
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5.5.2 Contribution Procedure. Within fifteen days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (“ContributingParty”), notify the Contributing Party of the commencement thereof, but the omission to so notify the Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a Contributing Party or its representative of the commencement thereof within the aforesaid fifteen days, the Contributing Party will be entitled to participate therein with the notifying party and any other Contributing Party similarly notified. Any such Contributing Party shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding effected by such party seeking contribution on account of any settlement of any claim, action or proceeding without the written consent of such Contributing Party. The contribution provisions contained in this Section are intended to supersede, to the extent permitted by law, any right to contribution under the Act, the Exchange Act or otherwise available. The Underwriters’ obligations to contribute pursuant to this Section 5.5 are several and not joint.
- 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 Business Day after such default relating to more than 10% of the Firm Units the Representative does not arrange for the purchase of such Firm Units, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties satisfactory to the 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 3.9, 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 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.
- Additional Covenants.
7.1 Additional Shares or Options. The Company hereby agrees that, until the consummation of a Business Combination, it shall not issue any Ordinary Shares or any options or other securities convertible into 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.
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7.2 Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $420,000,000 (without giving effect to any exercise of the Over-allotment Option and, if any, the proceeds from the sale of the Option Private Placement Units) 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 Ordinary Shares contained in the Public Securities in connection with the consummation of a Business Combination or amendments to the Charter Documents as described in the Prospectus, (ii) to the Public Shareholders in connection with the Company’s liquidation of the Trust Account if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents and the Prospectus, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or(2) 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 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 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.
7.4 Insider Letters. The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider Letters.
7.5 No Amendment Without Consent. The Company agrees not amend, modify, waive or otherwise change any provision of the Warrant Agreement, the Trust Agreement, the Private Units Purchase Agreement, the Registration Rights Agreement and 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.
7.6 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 assets held in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Target Business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, the Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the 7th anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect.
28
Effective Date of This Agreement and Termination Thereof.
9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if (i) any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States; (ii) trading on NYSE, the NYSE American, the Nasdaq Global Market, the Nasdaq Global Select Market or the Nasdaq Capital Market or quotations 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; (iii) the United States shall have become involved in a new war or an increase in existing major hostilities; (iv) a banking moratorium has been declared by New York State or a Federal authority; (v) a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market; (vi) the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including without limitation, a calamity relating to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units; (vii) the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) the Representative shall have become aware after the date hereof of a Material Adverse Effect on 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.
9.3 Expenses. In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3.9 hereof and (ii) the Company shall reimburse the Representative for any costs and expenses incurred in connection with enforcing any provisions of this Agreement.
9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
- Miscellaneous.
10.1 Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed, or by electronic transmission via PDF, and shall be deemed given when so mailed, delivered, faxed or transmitted two days after such mailing.
If to the Representative:
BTIG, LLC
65 E. 55th Street
New York, New York, 10022
Attn: General Counsel
Facsimile: (415) 248-2260
Email: iblegal@btig.com
29
Copy (which copy shall not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attention: Stuart Neuhauser. Esq.
Email: sneuhauser@egsllp.com
If to the Company:
EQV Ventures Acquisition Corp. II
1090 Center Drive
Park City, UT 84098
Attention: Jerry Silvey
Email: jerry.silvey@eqvgroup.com
Copy (which copy shall not constitute notice) to:
Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
Attention: Julian Seiguer, P.C.; Billy Vranish
Email: julian.seiguer@kirkland.com; billy.vranish@kirkland.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 representative 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.
30
10.7 Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or 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. Each of the Company and the Underwriters agrees that the other shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10.8 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
10.9 Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile 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 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]
31
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, | ||
|---|---|---|
| EQV Ventures Acquisition Corp. II | ||
| By: | /s/ Tyson Taylor | |
| Name: | Tyson Taylor | |
| Title: | President and Chief Financial Officer | |
| Accepted on the date first above written. | ||
| --- | --- | --- |
| BTIG, LLC, | ||
| as Representative of the several underwriters | ||
| By: | /s/ Paul Wood | |
| Name: | Paul Wood | |
| Title: | Managing Director |
[Signature Page to Underwriting Agreement]
32
SCHEDULE A
EQV Ventures Acquisition Corp. II
42,000,000 Units
| Underwriter | Number of Firm Units <br> to be Purchased | |
|---|---|---|
| BTIG, LLC | 42,000,000 | |
| TOTAL | 42,000,000 |
33
SCHEDULE B
Investor Presentation, dated June 2025
34
Exhibit 3.1
THE COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED Memorandum OF association
of
EQV Ventures Acquisition cORP. ii
(ADOPTED BY SPECIAL RESOLUTION DATED 1 july 2025)
THECOMPANIES act (AS AMENDED)
COMPANYLIMITED BY SHARES
amendedand restated MEMORANDUM of ASSOCIATION
OF
EQVVENTURES ACQUISITION CORP. ii
(ADOPTEDBY SPECIAL RESOLUTION DATED 1 july 2025)
| 1. | The name of the company is EQV Ventures Acquisition Corp. II (the “Company”). |
|---|---|
| 2. | The registered office of the Company will be situated at the offices of Walkers Corporate Limited, 190<br>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<br>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<br>Islands (the “Companies Act”). |
| --- | --- |
| 4. | The Company shall have and be capable of exercising all the functions of a natural person of full capacity<br>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<br>of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent<br>the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary<br>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<br>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<br>with a nominal or par value of US$0.0001, 30,000,000 Class B ordinary shares with a nominal or par value of US$0.0001, and 1,000,000 preference<br>shares with a nominal or par value of US$0.0001 provided that subject to the Companies Act and the Articles of Association the Company<br>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<br>all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege<br>or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions<br>of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject<br>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<br>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
EQV Ventures ACQUISITION CORP. II
(ADOPTED BY SPECIAL RESOLUTIONDATED 1 july 2025)
TABLEOF CONTENTS
| CLAUSE | PAGE |
|---|---|
| TABLE A | 1 |
| Interpretation | 1 |
| Preliminary | 6 |
| Shares | 6 |
| Founder Shares Conversion and Anti-dilution Rights | 7 |
| Modification Of Rights | 8 |
| Certificates | 9 |
| Fractional Shares | 9 |
| Lien | 10 |
| Calls On Shares | 10 |
| Forfeiture Of Shares | 11 |
| Transfer Of Shares | 12 |
| Transmission Of Shares | 12 |
| Alteration Of SHARE Capital | 13 |
| Redemption, Purchase and Surrender Of Shares | 13 |
| Treasury Shares | 14 |
| General Meetings | 15 |
| Notice Of General Meetings | 15 |
| Proceedings At General Meetings | 16 |
| Votes Of shareholders | 17 |
| Corporations Acting By Representatives At Meetings | 18 |
i
| Clearing Houses | 18 |
|---|---|
| Directors | 18 |
| Alternate Director | 19 |
| Powers And Duties Of Directors | 20 |
| Borrowing Powers Of Directors | 21 |
| The Seal | 21 |
| Disqualification Of Directors | 22 |
| Proceedings Of Directors | 22 |
| Dividends | 24 |
| Accounts, Audit and annual return and declaration | 25 |
| Capitalisation Of reserves | 26 |
| Share Premium Account | 27 |
| Notices | 27 |
| Indemnity | 28 |
| Non-Recognition Of Trusts | 30 |
| Business Combination Requirements | 30 |
| Business Opportunities | 33 |
| Winding Up | 33 |
| Amendment Of Articles Of Association | 34 |
| Closing of register or fixing record date | 34 |
| Registration By Way Of Continuation | 35 |
| Mergers and Consolidation | 35 |
| disclosure | 35 |
| Exclusive Jurisdiction and Forum | 35 |
ii
THECOMPANIES act (AS AMENDED)
CompanyLimited by Shares
amendedand restated ARTICLES OF ASSOCIATION
OF
eqvvENTURES ACQUISITION CORP. II
(ADOPTED BY SPECIAL RESOLUTION DATED 1 july2025)
TABLE A
The Regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to EQV Ventures Acquisition Corp. II (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<br>with the subject or context: |
|---|
“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, 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 the deferred underwriting commissions and 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.
1
“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 MKT 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 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 (i) 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); and (ii) the Class A Shares initially issued to non-executive director nominees of the Company in a private placement prior to the IPO (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.
2
“OrdinaryResolution” means a resolution:
| (a) | passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in<br>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<br>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<br>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<br>date on which the instrument, or the last of such instruments, if more than one, is executed. |
| --- | --- |
“Ordinary Shares” means the Class A Shares and the Class B Shares.
“Over-Allotment Option” means the option of the Underwriters to purchase up to an additional 15% of the units sold in the IPO at a price equal to US$10.00 per unit, less underwriting discounts and commissions.
“paid up” means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up.
“Permitted Withdrawals” refers to amounts withdrawn from the Trust Fund (i) up to an aggregate of $1,000,000 per year to fund the Company’s working capital requirements, and/or (ii) to pay the Company’s trust administration expenses and/or taxes, provided that all Permitted Withdrawals can only be made from interest and not from the principal held in the Trust Fund.
“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 Shares” means the Class A Shares comprising part of (i) the Private Placement Units issued to the Sponsor in a private placement by the Company completed simultaneously with the closing of the IPO, (ii) the Private Placement Units issued to the Underwriter or certain affiliates of the Underwriter in a private placement by the Company completed simultaneously with the closing of the IPO, and (iii) the Private Placement Units issued upon conversion of working capital loans, if any.
“Private Placement Units” mean the units to be issued to the Sponsor and the Underwriter or certain affiliates of the Underwriter in private placements simultaneously with the closing of the IPO and upon conversion of working capital loans, if any.
3
“Private Placement Warrants” means the warrants comprising part of (i) the Private Placement Units to be issued to the Sponsor in a private placement by the Company completed simultaneously with the closing of the IPO, (ii) the Private Placement Units issued to the Underwriter or certain affiliates of the Underwriter in a private placement by the Company completed simultaneously with the closing of the IPO, and (iii) the Private Placement Units issued upon conversion of working capital loans, if any.
“Principal Register” means 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.
“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 Private Placement Shares.
“Redemption Price” has the meaning given to it in Article 162.
“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<br>in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose<br>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<br>number of votes to which each Shareholder is entitled; or |
|---|
4
| (b) | approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in<br>one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall<br>be the date on which the instrument or the last of such instruments, if more than one, is executed. |
|---|
“Sponsor” means EQV Ventures Sponsor II LLC, a Delaware limited liability company.
“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 will be deposited.
“Underwriter” means an underwriter of the IPO from time to time and any successor underwriter.
| 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<br>may require; |
| --- | --- |
| (c) | the word “may” shall be construed as permissive and the word “shall” shall be<br>construed as imperative; |
| --- | --- |
| (d) | reference to a dollar or dollars or US$ (or $) and to a cent or cents is reference to dollars and cents<br>of the United States of America; |
| --- | --- |
| (e) | reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for<br>the time being in force; |
| --- | --- |
| (f) | reference to any determination by the Directors shall be construed as a determination by the Directors<br>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<br>in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format<br>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<br>the subject or context, bear the same meaning in these Articles. |
| --- | --- |
5
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.<br>The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors<br>may from time to time determine. |
| --- | --- |
| 6. | The expenses incurred in the formation of the Company and in connection with the offer for subscription<br>and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine<br>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<br>the Companies Act and these Articles) places as the Directors may from time to time determine. In the absence of any such determination,<br>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<br>Register in accordance with the Companies Act; provided that a duplicate of such Branch Register(s) shall be maintained with the Principal<br>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<br>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<br>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<br>Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof<br>to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from<br>time to time determine. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from<br>one another on the 52^nd^ day following the date of the prospectus relating to the IPO (or the immediately following business<br>day if such 52^nd^ day is not a business day) unless the Underwriters determine that an earlier date is acceptable, subject to<br>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.<br>Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another. |
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6
| 10. | The Directors, or the Shareholders by Ordinary Resolution, may authorise the division of Shares into any<br>number of Classes and sub-classes and Series and sub-series and the different Classes and sub-classes and Series and sub-series shall<br>be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including,<br>without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between<br>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<br>his or her subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied<br>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<br>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<br>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<br>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<br>A Shares on a one-for-one basis (the “Initial Conversion Ratio”) at the time of a Business Combination (or earlier<br>at the option of the holders thereof), subject to adjustment to account for share subdivisions, share capitalisations, reorganisations,<br>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<br>Securities are issued or deemed issued in connection with the initial Business Combination, unless the holders of a majority of the Class<br>B Shares in issue agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance, the number of Class<br>A Shares issuable upon conversion of all Class B Shares will equal, in aggregate, on an as converted basis, 20% of the sum of: |
| --- | --- |
| (a) | the total number of Ordinary Shares issued and outstanding upon completion of the IPO (not including the<br>Class A Shares underlying the Private Placement Units and assuming no units are purchased by the Sponsor in the IPO), plus |
| --- | --- |
| (b) | the total number of Class A Shares issued or deemed issued, or issuable upon the conversion or exercise<br>of any Equity-Linked Securities or rights issued or deemed issued, or issuable by the Company in connection with or in relation to the<br>consummation of the initial Business Combination, excluding (x) any Class A Shares or Equity-Linked Securities exercisable for or convertible<br>into Class A Shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and (y) any Class A Shares<br>underlying the Private Placement Units or the Private Placement Warrants included as part of such Private Placement Units issued to the<br>Sponsor or any of its affiliates upon conversion of working capital loans. |
| --- | --- |
7
| 16. | Notwithstanding anything to the contrary contained herein in no event shall the Class B Shares convert<br>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”<br>shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application<br>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<br>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<br>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<br>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<br>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<br>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<br>A Shares into which all of the issued and outstanding Class B Shares shall be converted pursuant to these Articles and the denominator<br>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<br>available under applicable law, including redeeming or repurchasing the relevant Class B Shares and applying the proceeds thereof towards<br>payment for the new Class A Shares. For the purposes of the repurchase or redemption, the Directors may, subject to the Company being<br>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<br>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<br>the Directors) the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class<br>only be materially adversely varied or abrogated with the consent in writing of the holders of not less than two-thirds of the issued<br>Shares of the relevant Class (other than with respect to a waiver of the provisions of Article 15, which as stated therein shall only<br>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<br>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. <br>To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings<br>thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons at least holding or representing<br>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<br>of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to<br>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<br>one vote for each Share of the Class held by him or her. For the purposes of this Article 20, the Directors may treat all the Classes<br>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<br>under consideration, but in any other case shall treat them as separate<br>Classes. The Directors may vary the rights attaching to any Class without the consent or approval of Shareholders; provided that the rights<br>will not, in the determination of the Directors, be materially adversely varied or abrogated by such action. |
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8
| 21. | The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights<br>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<br>varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent<br>to them or Shares with preferred rights or the redemption or purchase of any Shares of any Class by the Company. |
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Certificates
| 22. | If so determined by the Directors, any Person whose name is entered as a member in the Register may receive<br>a certificate in the form determined by the Directors. All certificates shall specify the Share or Shares held by that person and the<br>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<br>issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery<br>to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the member entitled thereto at<br>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<br>the Exchange Act. |
| --- | --- |
| 24. | Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s<br>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<br>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,<br>a new certificate representing the same Shares may be issued to the relevant Member upon request subject to delivery of the old certificate<br>or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of<br>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<br>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<br>Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium,<br>contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice<br>to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction<br>of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated. |
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9
| 28. | No fractional Shares will be issued upon exercise of the warrants. If, upon exercise of the warrants,<br>a holder would be entitled to receive a fractional interest in a Share, the Company will, upon exercise, round down to the nearest whole<br>number of Shares to be issued to the warrant holder. |
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Lien
| 29. | The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts<br>(whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and<br>paramount lien on every Share (whether or not fully paid) registered in the name of a Person indebted or under liability to the Company<br>(whether he or she is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or her or<br>his or her estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly<br>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<br>of it. |
|---|---|
| 30. | The Company may sell, in such manner as the Directors may determine, any Share on which the Company has<br>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<br>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,<br>has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his or her death<br>or bankruptcy. |
| --- | --- |
| 31. | For giving effect to any such sale the Directors may authorise some Person to transfer the Shares sold<br>to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he or<br>she shall not be bound to see to the application of the purchase money, nor shall his or her title to the Shares be affected by any irregularity<br>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<br>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,<br>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<br>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<br>calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least<br>14 days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called<br>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,<br>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<br>the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly<br>or in part. |
| --- | --- |
10
| 36. | The provisions of these Articles as to the liability of joint holders and as to payment of interest shall<br>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<br>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,<br>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<br>any part of the moneys uncalled and unpaid upon any partly paid Shares held by him or her, and upon all or any of the moneys so advanced<br>may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction<br>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<br>for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a<br>notice on him or her 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)<br>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<br>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<br>the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution<br>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<br>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<br>Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him<br>or her to the Company in respect of the Shares forfeited, but his or her liability shall cease if and when the Company receives payment<br>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<br>on a date stated in the declaration, shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be<br>entitled to the Share. |
| --- | --- |
| 45. | The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof<br>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<br>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<br>application of the purchase money, if any, nor shall his or her title to the Shares be affected by any irregularity or invalidity in the<br>proceedings in reference to the disposition or sale. |
| --- | --- |
11
| 46. | The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which<br>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<br>same had been payable by virtue of a call duly made and notified. |
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Transfer Of Shares
| 47. | Subject to these Articles and the rules or regulations of the Designated Stock Exchange or any relevant<br>rules of the SEC or securities laws (including, but not limited to the Exchange Act), a Shareholder may transfer all or any of his or<br>her Shares. If the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to the Articles on terms<br>that one cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence<br>satisfactory to them of the like transfer of such 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<br>prescribed by the Designated Stock Exchange; or (iii) in any other form the Directors may determine and shall be executed by or on behalf<br>of the transferor (or otherwise as prescribed by the rules and regulations of the Designated Stock Exchange) and if in respect of a nil<br>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<br>by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show<br>the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee<br>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<br>any relevant rules of the SEC or securities laws (including, but not limited to the Exchange Act), the Directors may determine to decline<br>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<br>from time to time determine. |
| --- | --- |
| 51. | All instruments of transfer that are registered shall be retained by the Company, but any instrument of<br>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<br>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<br>or survivor, or the legal personal representatives of the deceased holder of the Share, shall be the only Person recognised by the Company<br>as having any title to the Share. |
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12
| 53. | Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall<br>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<br>in respect of the Share or, instead of being registered himself or herself, to make such transfer of the Share as the deceased or bankrupt<br>Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would<br>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<br>to the same dividends and other advantages to which he or she would be entitled if he or she were the registered Shareholder, except that<br>he or she shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right<br>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<br>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<br>Shares; |
| --- | --- |
| (b) | convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any<br>denomination; |
| --- | --- |
| (c) | subdivide its existing Shares, or any of them into Shares of a smaller amount; provided that in the subdivision<br>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<br>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<br>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<br>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<br>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<br>may determine and agree with the Shareholder; |
| --- | --- |
13
| (c) | make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by<br>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<br>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<br>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<br>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<br>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,<br>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<br>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<br>in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of the Company or holding entitlement<br>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<br>option of the Company, be cancelled immediately or held as Treasury Shares in accordance with the Companies Act. In the event that the<br>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<br>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<br>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<br>be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Companies<br>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<br>paid bonus shares in respect of a treasury share shall be treated as Treasury Shares. |
| --- | --- |
14
| 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 may, whenever they think fit, convene a general meeting of the Company and, for the avoidance<br>of doubt, Members shall not have the ability to call general meetings except as provided in Article 70. Members seeking to bring business<br>before an annual general meeting or to nominate candidates for appointment as Directors at an annual general meeting must (1) deliver<br>notice to the principal executive office of the Company not less than 120 days and not more than 150 days prior to the date of the Company’s<br>annual general meeting or, if the Company did not hold an annual general meeting during the previous year, or if the date of the current<br>year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting,<br>then the deadline shall be set by the Directors with such deadline being a reasonable time before the Company begins to print and send<br>its related proxy materials (2) have continuously held Shares equal to at least $2,000 in market value, or 1%, of the Company’s<br>Shares entitled to be voted on the proposal at the meeting for at least one year by the date of such notice or deadline, and (3) continue<br>to hold those Shares through the date of the annual general meeting. |
|---|---|
| 68. | For so long as the Company’s Shares are traded on a Designated Stock Exchange, the Company shall<br>in each year hold a general meeting as its annual general meeting at such time and place (including any Electronic Facility) as may be<br>determined by the Directors in accordance with the rules of the Designated Stock Exchange, unless such Designated Stock Exchange does<br>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<br>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<br>Directors shall make a public announcement of any cancellation or postponement or otherwise provide notice to Shareholders of any cancellation<br>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<br>that Shareholder) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible<br>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<br>as provided in these Articles specifying the place (including any Electronic Facility), the day and the hour of the meeting and the general<br>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<br>Company by Ordinary Resolution to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with<br>the consent of all the Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may<br>be convened by such shorter notice or without notice and in such manner as those Shareholders may think fit. |
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15
| 72. | The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by<br>any Shareholder shall not invalidate the proceedings at any meeting. |
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Proceedings At General Meetings
| 73. | All business carried out at a general meeting shall be deemed special with the exception of sanctioning<br>a dividend, the consideration of the accounts, balance sheets, any report of the Directors or of the Company’s auditors, and the<br>fixing of the remuneration of the Company’s auditors. No special business shall be transacted at any general meeting without the<br>consent of all Shareholders entitled to receive notice of that meeting unless notice of such special business has been given in the notice<br>convening that meeting. |
|---|---|
| 74. | No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the<br>time when the meeting proceeds to business. One or more Shareholders holding at least one-third of the paid up voting share capital of<br>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<br>convened upon the requisition of Shareholders, shall be dissolved. In any other case it shall stand adjourned to the same day in<br>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<br>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<br>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<br>of the Company, participation in any general meeting of the Company may be by means of any Electronic Facility, a telephone or similar<br>communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation<br>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<br>of the general meeting. If the Directors do not make any such appointment, then the chairperson of the board of Directors (if any) shall<br>preside as chairperson of the general meeting. If such chairperson is unable or unwilling to preside as chairperson of a general meeting,<br>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<br>within 15 minutes after the time appointed for the general meeting to commence, the Shareholders present in person or by proxy shall choose<br>any Person present to be chairperson of that meeting. |
| --- | --- |
16
| 79. | The chairperson may adjourn a meeting from time to time and from place to place (including any Electronic<br>Facility) either: |
|---|---|
| (a) | with the consent of any general meeting at which a quorum is present (and shall if so directed by the<br>meeting); or |
| --- | --- |
| (b) | without the consent of such meeting if, in his or her sole opinion, he or she considers it necessary to<br>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,<br>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<br>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<br>vote. |
| --- | --- |
Votes Of shareholders
| 82. | Except as otherwise provided in these Articles and subject to any rights and restrictions for the time<br>being attached to any Share, every Shareholder present in person and every Person representing a Shareholder by proxy shall, at a general<br>meeting of the Company, have one vote for each Share of which he or she or the Person represented by proxy is the holder. |
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| 83. | In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall<br>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<br>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<br>in lunacy, may vote in respect of Shares carrying the right to vote held by him or her, by his or her committee, or other Person in the<br>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,<br>or other sums presently payable by him or her in respect of Shares carrying the right to vote held by him or her have been paid. |
| --- | --- |
| 86. | On a poll 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<br>signature or otherwise) under the hand of the appointor or of his or her duly authorised attorney or, if the appointor is an entity, either<br>under Seal or under the hand of an Officer or attorney duly authorised; provided, however, that a Shareholder may also authorise the casting<br>of a vote by proxy or instruction form pursuant to telephonic or electronically transmitted instructions (including, without limitation,<br>instructions transmitted over the internet) obtained pursuant to procedures approved by the Directors which are reasonably designed to<br>verify that such instructions have been authorised by such Shareholder. A proxy need not be a Shareholder. |
| --- | --- |
17
| 88. | An instrument appointing a proxy may be in any usual or common form or such other form as the Directors<br>may approve. |
|---|---|
| 89. | The instrument appointing a proxy shall be deposited at the Office or at such other place as is specified<br>for that purpose in the notice convening the meeting no later than the time specified in the notice convening the general meeting or,<br>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<br>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<br>and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as<br>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<br>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<br>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<br>on behalf of the corporation which he or she represents as that corporation could exercise if it were an individual Shareholder or Director. |
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Clearing Houses
| 92. | If a clearing house (or its nominee) is a Member of the Company it may authorise such person or persons<br>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<br>Class of Members of the Company; provided that, if more than one person is so authorised, the authorisation shall specify the number and<br>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<br>to have been duly authorised without further evidence of the facts and shall be entitled to exercise the same powers on behalf of the<br>clearing house (or its nominee) which he or she represents as that clearing house (or its nominee) could exercise if it were an individual<br>Member holding the number and Class of Shares specified in such authorisation. |
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Directors
| 93. | The Company may by Ordinary Resolution from time to time fix the maximum and minimum number of Directors<br>to be appointed but unless such numbers are fixed as aforesaid the minimum number of Directors shall be one and the maximum number of<br>Directors shall be unlimited. The remuneration of the Directors may be determined by the Directors. |
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| 94. | There shall be no shareholding qualification for Directors. |
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18
| 95. | For so long as the Company’s Shares are traded on a Designated Stock Exchange, the Directors shall<br>be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class<br>in accordance with a resolution or resolutions adopted by the board of Directors. At the first annual general meeting of Members after<br>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)<br>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<br>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<br>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<br>succeeding annual general meeting of Members, Directors shall be elected for a full term of three (3) years to succeed the Directors of<br>the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article 95, each Director<br>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<br>until his or her earlier death, resignation or removal. No decrease in the number of Directors constituting the board of Directors shall<br>shorten the term of any incumbent Director. |
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| 96. | Prior to the closing of an initial Business Combination, the Company may by Ordinary Resolution of the<br>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<br>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<br>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<br>Combination, the holders of Class A Shares will have the right to vote on the election of Directors and (ii) following the closing of<br>an initial Business Combination, the Company may by Ordinary Resolution (of all Shareholders entitled to vote) appoint or remove any Director<br>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;<br>provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles<br>as the maximum number of Directors. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder<br>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<br>successor shall have been duly elected and qualified or until his or her earlier resignation, death or removal. When the number of Directors<br>is increased or decreased, the board of Directors shall determine the class or classes to which the increased or decreased number of Directors<br>shall be apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. |
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Alternate Director
| 98. | Any Director may in writing appoint another Person to be his or her alternate and, save to the extent<br>provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing<br>Director, but shall not be authorised to sign such written resolutions where they have been signed by the appointing Director, and to<br>act in such Director’s place at any meeting of the Directors. Every such alternate shall be entitled to attend and vote at<br>meetings of the Directors as the alternate of the Director appointing him or her and where he or she is a Director to have a separate<br>vote in addition to his or her own vote. A Director may at any time in writing revoke the appointment of an alternate appointed<br>by him or her. Such alternate shall not be an Officer solely as a result of his or her appointment as an alternate other than in<br>respect of such times as the alternate acts as a Director. The remuneration of such alternate shall be payable out of the remuneration<br>of the Director appointing him or her and the proportion thereof shall be agreed between them. |
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19
Powers And Duties Of Directors
| 99. | Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business<br>of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may<br>exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors<br>that would have been valid if that resolution had not been passed. |
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| 100. | The Directors may from time to time appoint any Person, whether or not a Director to hold such office<br>in the Company as the Directors may think necessary for the administration of the Company (including, for the avoidance of doubt and without<br>limitation, any chairperson (or co-chairperson) of the board of Directors, one or more chief executive officers, presidents, a chief financial<br>officer, a secretary, vice-presidents, a treasurer or any other Officers as may be determined by the Directors), and for such term and<br>at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another),<br>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<br>Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. <br>Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company. |
| --- | --- |
| 102. | The Directors may delegate any of their powers to committees consisting of such member or members of their<br>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<br>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<br>hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors,<br>to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or “AuthorisedSignatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those<br>vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit,<br>and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing<br>with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised<br>Signatory to delegate all or any of the powers, authorities and discretion vested in him or her. |
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| 104. | The Directors may from time to time provide for the management of the affairs of the Company in such manner<br>as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred<br>by this Article 104. |
| --- | --- |
| 105. | The Directors from time to time and at any time may establish any committees, local boards or agencies<br>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<br>any managers or agents of the Company and may fix the remuneration of any such Person. |
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20
| 106. | The Directors from time to time and at any time may delegate to any such committee, local board, manager<br>or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the<br>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<br>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<br>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<br>such annulment or variation shall be affected thereby. |
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| 107. | Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers,<br>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<br>subscription for Shares without obtaining the consent of any other Shareholder; provided that such waiver or modification does not amount<br>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<br>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<br>has been presented, apply on behalf of the Company, for the appointment of a provisional liquidator without the sanction of a resolution<br>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<br>undertaking, property and uncalled capital or any part thereof, or to otherwise provide for a security interest to be taken in such undertaking,<br>property or uncalled capital, and to issue debentures, debenture stock and other securities whenever money is borrowed or as security<br>for any debt, liability or obligation of the Company or of any third party. |
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The Seal
| 111. | The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors;<br>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<br>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)<br>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<br>instrument to which the Seal is so affixed in their presence. |
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| 112. | The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint<br>and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors; provided that<br>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<br>a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the<br>Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal<br>is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect<br>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)<br>or in the presence of any one or more Persons as the Directors may appoint for the purpose. |
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21
| 113. | Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix<br>the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which<br>does not create any obligation binding on the Company. |
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Disqualification Of Directors
| 114. | The office of Director shall be vacated, if the Director: |
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| (a) | becomes bankrupt or makes any arrangement or composition with his or her creditors; |
| --- | --- |
| (b) | dies or is found to be or becomes of unsound mind; |
| --- | --- |
| (c) | resigns his or her 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<br>of the holders of Class B Shares (only); |
| --- | --- |
| (e) | following the closing of an initial Business Combination, is removed from office by Ordinary Resolution<br>of all Shareholders entitled to vote; or |
| --- | --- |
| (f) | is removed from office pursuant to any other provision of these Articles. |
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Proceedings Of Directors
| 115. | The Directors may meet together (either within or outside the Cayman Islands) for the dispatch of business,<br>adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided<br>by a majority of votes. In case of an equality of votes the chairperson shall have a second or casting vote. A Director may,<br>and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. |
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| 116. | A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors<br>of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating<br>in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting. |
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| 117. | The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors,<br>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. <br>A Director represented by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or<br>not a quorum is present. |
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22
| 118. | A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract<br>with the Company shall declare the nature of his or her interest at a meeting of the Directors. A general notice given to the Directors<br>by any Director to the effect that he or she is to be regarded as interested in any contract or other arrangement which may thereafter<br>be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director<br>may vote in respect of any contract or proposed contract or arrangement notwithstanding that he or she may be interested therein and if<br>he or she does so his or her vote shall be counted and he or she may be counted in the quorum at any meeting of the Directors at which<br>any such contract or proposed contract or arrangement shall come before the meeting for consideration. |
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| 119. | A Director may hold any other office or place of profit under the Company (other than the office of auditor)<br>in conjunction with his or her office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors<br>may determine and no Director or intending Director shall be disqualified by his or her office from contracting with the Company either<br>with regard to his or her tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such<br>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,<br>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<br>or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding<br>his or her interest, may be counted in the quorum present at any meeting of the Directors whereat he or she or any other Director is appointed<br>to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he or she may<br>vote on any such appointment or arrangement. |
| --- | --- |
| 120. | Any Director may act by himself or herself or his or her firm in a professional capacity for the Company,<br>and he or she or his or her firm shall be entitled to remuneration for professional services as if he or she were not a Director; provided<br>that nothing herein contained shall authorise a Director or his or her firm to act as auditor to the Company. |
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| 121. | The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of<br>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;<br>and |
| --- | --- |
| (c) | all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees<br>of Directors. |
| --- | --- |
| 122. | When the chairperson of a meeting of the Directors signs the minutes of such meeting the same shall be<br>deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical<br>defect in the proceedings. |
| --- | --- |
| 123. | A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled<br>to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided<br>otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his or her appointer),<br>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,<br>as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his<br>or her duly appointed alternate. |
| --- | --- |
23
| 124. | The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their<br>number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors<br>may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose. |
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| 125. | The Directors may elect a chairperson of their meetings and determine the period for which he or she is<br>to hold office but if no such chairperson is elected, or if at any meeting the chairperson is not present within fifteen minutes after<br>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<br>elect a chairperson of its meetings. If no such chairperson is elected, or if at any meeting the chairperson is not present within<br>fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairperson<br>of the meeting. |
| --- | --- |
| 127. | A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any<br>regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee<br>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<br>as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director<br>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<br>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<br>for in the Companies Act and these Articles, the Directors may from time to time declare dividends (including interim dividends) and other<br>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<br>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<br>legally available for distribution such sums as they think proper as a reserve or reserves which shall be applicable for meeting contingencies,<br>or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at<br>the determination of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors<br>may from time to time think fit. |
| --- | --- |
24
| 132. | Any dividend may be paid in any manner as the Directors may determine. If paid by cheque it will<br>be sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to<br>any one of such joint holders at his or her registered address or to such Person and such address as the Shareholder or Person entitled,<br>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<br>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<br>these Articles may make such payment either in cash or in specie and may determine the extent to which amounts may be withheld therefrom<br>(including, without limitation, any taxes, fees, expenses or other liabilities for which a Shareholder (or the Company, as a result of<br>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<br>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<br>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<br>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<br>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<br>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<br>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<br>not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the<br>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,<br>in which case the financial year end and the accounting principles will be determined by the Directors. The financial year of the Company<br>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<br>listed or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the Directors shall establish and<br>maintain an audit committee (the “Audit Committee”) as a committee of the board of Directors and shall adopt a formal<br>written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and<br>responsibilities of the Audit Committee shall comply with the rules and regulations of the SEC and the Designated Stock Exchange. |
| --- | --- |
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| 142. | The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting<br>forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands. |
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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,<br>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<br>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<br>reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with<br>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<br>providing for either: |
| --- | --- |
| (i) | the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which<br>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<br>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
26
| (e) | generally do all acts and things required to give effect to any of the actions contemplated by this Article<br>143. |
|---|
Share Premium Account
| 144. | The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry<br>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<br>between the nominal value of such Share and the redemption or purchase price; provided that at the determination of the Directors such<br>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<br>either personally, or by sending it by post or courier service in a prepaid letter addressed to such Shareholder at his or her address<br>as appearing in the Register, or by electronic mail, or by facsimile should the Directors deem it appropriate. Notice may also be served<br>by electronic communication in accordance with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other<br>competent regulatory authority or by placing it on the Company’s website. In the case of joint holders of a Share, all notices shall<br>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<br>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<br>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<br>same is posted; |
| --- | --- |
| (b) | facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of<br>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<br>containing the same is delivered to the courier service; |
| --- | --- |
| (d) | electronic mail or other electronic communication (such as transmission<br>to any number, address or internet website (including the website of the SEC) or other electronic delivery methods as otherwise decided<br>and approved by the Directors), shall be deemed to have been served immediately upon the time of the transmission by electronic<br>mail or approved electronic communication, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient;<br>or |
| --- | --- |
27
| (e) | placing it on the Company’s website; service of the notice shall be deemed to have been effected<br>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<br>that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his or her death or bankruptcy, be deemed<br>to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his or her<br>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<br>service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with<br>or as claiming through or under him or her) 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<br>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<br>his or her 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,<br>any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other Officer (but<br>not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified<br>Person”) shall be indemnified and secured harmless out of the assets and funds of the Company against all actions or proceedings<br>whether threatened, pending or completed (a “Proceeding”), costs, charges, expenses, losses, damages or liabilities<br>incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own actual fraud, wilful default<br>or wilful neglect as determined by a court of competent jurisdiction, (i) in or about the conduct of the Company’s business or affairs<br>(including as a result of any mistake of judgment), (ii) arising as a consequence of such Indemnified Person becoming aware of any business<br>opportunity and failing to present such business opportunity to the Company or otherwise taking any of the actions or omitting to take<br>any of the actions permitted by the Articles under the heading “Business Opportunities”, (iii) in the execution or discharge<br>of his or her duties, powers, authorities or discretions, or (iv) in respect of any actions or activities undertaken by an Indemnified<br>Person provided for and in accordance with the provisions set out above (inclusive) including without prejudice to the generality of the<br>foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending or otherwise being involved in,<br>(whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands<br>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<br>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<br>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<br>any actual fraud, wilful default or wilful neglect which may attach to such Director. |
|---|
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| 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<br>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;<br>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<br>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<br>Person becoming aware of any business opportunity and failing to present such business opportunity to the Company or otherwise taking<br>any of the actions or omitting to take any of the actions permitted by the Articles under the heading “Business Opportunities”;<br>or |
| --- | --- |
| (g) | for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge<br>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<br>in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such<br>payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified<br>Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified<br>under these Articles or otherwise. |
|---|---|
| 154. | The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director<br>or Officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect<br>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<br>above will not be exclusive of any other rights that any Indemnified Person may have or hereafter acquire pursuant to an agreement with<br>the Company or otherwise. |
| --- | --- |
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Non-Recognition Of Trusts
| 156. | Subject to the proviso hereto, no Person shall be recognised by the Company as holding any Share upon<br>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<br>thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or<br>as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder<br>registered in the Register; provided that, notwithstanding the foregoing, the Company shall be entitled to recognise any such interests<br>as shall be determined by the Directors. |
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Business Combination Requirements
| 157. | Notwithstanding any other provision of the Articles, the Articles under this heading “Business Combination<br>Requirements” shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur<br>of the consummation of any Business Combination and the distribution of the Trust Fund pursuant to Article 164(a). In the event of a<br>conflict between the Articles under this heading “Business Combination Requirements” and any other Articles, the provisions<br>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<br>tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, calculated<br>as of two business days prior to the consummation of the Company’s initial Business Combination, including interest earned on the<br>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<br>Act in connection with a proposed Business Combination, it shall file tender offer documents with the SEC prior to completing such Business<br>Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights<br>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<br>Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, not pursuant<br>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<br>the Company shall be authorised to consummate a Business Combination by Ordinary Resolution. |
| --- | --- |
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| 162. | Any Member holding Public Shares may, contemporaneously with any vote on a Business Combination, elect<br>to have their Public Shares redeemed for cash (the “IPO Redemption”); provided that no such Member acting together<br>with any affiliate or any other person with whom such Member is acting in concert or as a “group” (as defined under Section<br>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<br>the consent of the Company; provided further that any holder that holds Public Shares beneficially through a nominee must identify itself<br>to the Company in connection with any redemption election in order to validly redeem such Public Shares. In connection with any vote held<br>to approve a proposed Business Combination, holders of Public Shares seeking to exercise their redemption rights will be required to either<br>tender their certificates (if any) to the Company’s transfer agent or to deliver their shares to the transfer agent electronically<br>using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up<br>to two business days prior to the initially scheduled vote on the proposal to approve a Business Combination. If so demanded, the Company<br>shall pay any such redeeming Member, regardless of whether he or she is voting for or against such proposed Business Combination, a per-Share<br>redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund calculated as of two business days prior<br>to the consummation of a Business Combination, including interest earned on the Trust Fund (net of Permitted Withdrawals) divided by the<br>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.<br>If the proposed Business Combination is not approved or completed for any reason then such redemptions shall be cancelled and share certificates<br>(if any) returned to the relevant Members as appropriate. |
| --- | --- |
| 164. | (a) In the event that the Company does not consummate a Business Combination by 24 months after the<br>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<br>in accordance with these Articles, the Company shall: (i) cease all operations except for the purpose of winding up; (ii) as promptly<br>as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash,<br>equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund (net, with respect to interest<br>income, of Permitted Withdrawals and up to $100,000 to pay winding up and dissolution expenses), divided by the number of Public Shares<br>then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further<br>liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of<br>the Company’s remaining Members and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to<br>its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable<br>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<br>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 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, or with respect to any other material provision relating to the rights of holders of Class A Shares, 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.
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| 165. | Except for Permitted Withdrawals and up to $100,000 to pay winding up and dissolution expenses, none of<br>the funds held in the Trust Fund shall be released from the Trust Fund until the earlier of an IPO Redemption pursuant to Article 163,<br>a repurchase of Shares by means of a tender offer pursuant to Article 157(b), a distribution of the Trust Fund pursuant to Article 164(a)<br>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<br>in the Trust Fund. |
|---|---|
| 166. | Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 14<br>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<br>to or in connection with the Company’s initial Business Combination, the Company shall not issue additional Shares or any other<br>securities that would entitle the holders thereof to: (i) receive funds from the Trust Fund; or (ii) vote as a class with the holders<br>of Public Shares (a) on any Business Combination or any other proposal presented to the Shareholders prior to or in connection with the<br>completion of a Business Combination or (b) to approve an amendment to the Articles to (x) extend the time that the Company has to consummate<br>an initial Business Combination or (y) amend the foregoing provisions of this Article 166. |
| --- | --- |
| 167. | The Company must complete one or more Business Combinations having an aggregate fair market value of at<br>least 80% of the assets held in the Trust Fund (excluding the amount of deferred underwriting discounts held in the Trust Fund and income<br>taxes payable on the interest and other income earned on the Trust Fund) at the time of the Company’s signing a definitive agreement<br>in connection with a Business Combination. An initial Business Combination must not be effectuated solely with another blank cheque company<br>or a similar company with nominal operations. In the event the Company enters into a Business Combination<br>with an entity that is affiliated with the Sponsor, Officers or Directors, the Company, or a committee of independent directors (as defined<br>pursuant to the rules and regulations of the Designated Stock Exchange), will obtain an opinion from independent investment banking firm<br>or another independent entity that commonly renders valuation opinions that such a Business Combination is fair to the Company from a<br>financial point of view. |
| --- | --- |
| 168. | A Director may vote in respect of any Business Combination in which such Director has a conflict of interest<br>with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors. |
| --- | --- |
| 169. | The Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified,<br>the Audit Committee shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise<br>cause compliance with the terms of the IPO. |
| --- | --- |
| 170. | The Company may enter into a Business Combination with a target business that is affiliated with the Sponsor,<br>the Directors or Officers of the Company if such transaction is approved by a majority of the independent directors (as defined pursuant<br>to the rules and regulations of the Designated Stock Exchange) and the directors that did not have an interest in such transaction. |
| --- | --- |
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Business Opportunities
| 171. | In recognition and anticipation of the facts that: (a) directors, managers, officers, members, partners,<br>managing members, employees and/or agents of one or more other organizations, including members of the Investor Group (each of the foregoing,<br>an “Officer and Director Related Person”) may serve as Directors and/or Officers of the Company; and (b) such organizations<br>(the “Officer and Director Related Entities”) and the Investor Group engage, and may continue to engage in the same<br>or similar activities or related lines of business as those in which the Company, directly or indirectly, and/or other business activities<br>that overlap with or compete with those in which the Company, directly or indirectly, may engage, the Articles under this heading “Business<br>Opportunities” are set forth to regulate and define the conduct of certain affairs of the Company as they may involve the Members<br>and the Officer and Director Related Persons, and the powers, rights, duties and liabilities of the Company and its Officers, Directors<br>and Members in connection therewith. |
|---|---|
| 172. | To the fullest extent permitted by law, the Investor Group, the Officer and Director Related Entities<br>and the Officer and Director Related Persons shall have no duty to refrain from engaging directly or indirectly in the same or similar<br>business activities or lines of business as the Company. To the fullest extent permitted by law, the Company renounces any interest or<br>expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which (i) may<br>be a corporate opportunity for any of the Investor Group or the Officer and Director Related Entities, on the one hand, and the Company,<br>on the other, or (ii) the presentation of which would breach an existing legal obligation of a Director or Officer to any other entity.<br>To the fullest extent permitted by law, the Investor Group, Officer and Director Related Entities and the Officer and Director Related<br>Persons shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company<br>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<br>such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another<br>Person, or does not communicate information regarding such corporate opportunity to the Company and further, the Company hereby waives<br>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<br>of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate<br>opportunity for both the Company and another entity, including any of the Investor Group or any Officer and Director Related Entity, about<br>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<br>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<br>extent permitted by law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent<br>permitted by law, the provisions of the Articles under the heading “Business Opportunities” apply equally to activities conducted<br>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<br>order as he or she thinks fit in satisfaction of creditors’ claims. |
|---|
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| 176. | If the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution divide<br>amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property<br>of the same kind or not) and may, for such purpose set such value as he or she deems fair upon any property to be divided as aforesaid<br>and may determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with<br>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,<br>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<br>and from time to time by Special Resolution alter or amend these Articles in whole or in part. |
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Closing of register or fixing record date
| 178. | For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote<br>at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend,<br>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<br>the requirements of any Designated Stock Exchange, provide that the Register shall be closed for transfers for a stated period which shall<br>not exceed in any case 40 days. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled<br>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<br>such meeting and the record date for such determination shall be the date of the closure of the Register. |
|---|---|
| 179. | In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date<br>for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders<br>and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within<br>90 days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination. |
| --- | --- |
| 180. | If the Register is not so closed and no record date is fixed for the determination of those Shareholders<br>entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment<br>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<br>is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders<br>that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article 180, such<br>determination shall apply to any adjournment thereof. |
| --- | --- |
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Registration By Way Of Continuation
| 181. | The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction<br>outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance<br>of a resolution adopted pursuant to this Article 181, the Directors may cause an application to be made to the Registrar of Companies<br>to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered<br>or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation<br>of the Company. |
|---|---|
| 182. | With respect to any vote or votes to continue the Company in a jurisdiction outside the Cayman Islands<br>in accordance with Article 181 (including, but not limited to, the approval of the organizational documents of the Company in such other<br>jurisdiction), holders of Class B Shares will have ten votes for every Class B Share and holders of Class A Shares will have one vote<br>for every Class A Share. |
| --- | --- |
Mergers and Consolidation
| 183. | The Company may merge or consolidate in accordance with the Companies Act. |
|---|---|
| 184. | To the extent required by the Companies Act, the Company may by Special Resolution resolve to merge or<br>consolidate the Company. |
| --- | --- |
disclosure
| 185. | The Directors, or any authorised service providers (including the Officers, the Secretary and the registered<br>office agent of the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which<br>the Shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, information<br>contained in the Register and books of the Company. |
|---|
Exclusive Jurisdiction and Forum
| 186. | Unless the Company consents in writing to the selection of an alternative forum,<br>the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the<br>Memorandum of Association, the Articles or otherwise related in any way to each Member’s shareholding in the Company, including<br>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,<br>Officer or other employee of the Company to the Company or the Members; |
| --- | --- |
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| (c) | any action asserting a claim arising pursuant to any provision of the Companies Act, the Memorandum of<br>Association or the Articles; or |
|---|---|
| (d) | any action asserting a claim against the Company governed by the “Internal Affairs Doctrine”<br>(as such concept is recognised under the laws of the United States of America) or otherwise concerning its internal affairs. |
| --- | --- |
| 187. | Subject to Article 189 below, each Member irrevocably submits to the exclusive jurisdiction of the courts<br>of the Cayman Islands over all such claims or disputes. |
| --- | --- |
| 188. | Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges<br>that damages alone would not be an adequate remedy for any breach of the exclusive jurisdiction and forum provisions set out above and<br>that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance<br>or other equitable relief for any threatened or actual breach of those provisions. |
| --- | --- |
| 189. | Articles 186, 187 and 188 shall not apply to any action or suits brought to enforce any liability or duty<br>created by the U.S. Securities Act of 1933, as amended, the Exchange Act, or any claim for which<br>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<br>forum for determination of such a claim. |
| --- | --- |
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Exhibit 10.1
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 1, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between EQV Ventures Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and EQV Ventures Sponsor II 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 400,000 units (whether or not the over-allotment option in connection with the Public Offering is exercised in full or at all) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary Share (the “Private Unit Shares”) and one-third of one redeemable warrant (the “PrivatePlacement Warrants”), entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share (the “Warrant Shares”, and, collectively with the Private Placement Units, the Private Placement Warrants and the Private Unit Shares, the “Securities”).
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 Units.
A. Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units to the Purchaser.
B. Purchase and Sale of the Private Placement Units.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 400,000 Private Placement Units at a price of $10.00 per unit for an aggregate purchase price of $4,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Closing Date in accordance with the Company’s wiring instructions. On the Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Units 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 Units.
(i) Each Private Placement Unit shall have the terms set forth herein, and the underlying Private Placement Warrants shall also have the terms set forth in the warrant agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).
(ii) At, or prior to, the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “RegistrationRights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser, as agreed between the Purchaser and the Company, relating to the Securities.
Section 2. Representations and Warranties ofthe Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Units, 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, the Warrant Agreement and the Registration Rights Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and the Private Placement Units have been duly authorized by the Company as of the Closing Date. This Agreement constitutes, and upon the execution and delivery thereof, the Private Placement Warrants and the Warrant Agreement, will constitute, valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Units, the issuance and sale of the Private Placement Units, the issuance of the Private Unit Shares and the Private Placement Warrants, the issuance of the Warrant 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 each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, each of the Securities will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Private Placement Units, the Private Unit Shares, the Private Placement Warrants, and the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Units and to the Private Unit Shares and the Private Placement Warrants underlying such Private Placement Units, 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”).
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Section 3. Representations and Warranties ofthe Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.
C. Investment Representations.
(i) The Purchaser is acquiring the 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 ultimate parent of 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 ultimate parent of 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 12 months preceding such resale (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.
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(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 Securities shall each bear the legend substantially in the form set forth in Exhibit A hereto.
Section 4. Conditions of the Purchaser’sObligations. The obligation of the Purchaser to purchase and pay for the Private Placement Units 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. Ancillary Agreements. The Company shall have entered into the Registration Rights Agreement and the Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.
Section 5. Conditions of the Company’sObligations. 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, the Warrant Agreement and the Registration Rights Agreement and the issuance and sale of the Private Placement Units 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.
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E. Ancillary Agreements. The Company shall have entered into the Registration Rights Agreement and 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, 2025 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 andWarranties. All of the representations and warranties contained herein shall survive each Closing Date.
Section 8. 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, without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction.
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]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
| COMPANY: | ||
|---|---|---|
| EQV VENTURES ACQUISITION CORP. II | ||
| By: | /s/ Jerome Silvey | |
| Name: | Jerome Silvey | |
| Title: | Chief Executive Officer | |
| PURCHASER: | ||
| EQV VENTURES SPONSOR II LLC | ||
| By: | /s/ Tyson Taylor | |
| Name: | Tyson Taylor | |
| Title: | President and Secretary |
[Signature Page to Private Placement UnitsPurchase Agreement]
EXHIBIT A
LEGEND
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN AGREEMENTS BETWEEN EQV VENTURES ACQUISITION CORP. II (THE “COMPANY”) AND SUCH SECURITYHOLDERS, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED HEREBY 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 10.2
UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASEAGREEMENT
THIS UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 1, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between EQV Ventures Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, 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 375,000 units (or 422,250 units if the underwriter’s overallotment option in connection with the Public Offering is exercised in full) (the “Underwriter Placement Units”), each Underwriter Placement Unit comprised of one Ordinary Share (the “Underwriter Unit Shares”) and one-third of one redeemable warrant (the “Underwriter Placement Warrants”), entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share (the “Underwriter Warrant Shares”, and, collectively with the Underwriter Placement Units, the Underwriter Placement Warrants and the Underwriter Unit Shares, the “Securities*”*).
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:
Section 1. Authorization,Purchase and Sale; Terms of the Underwriter Placement Units.
A. Authorization of the Underwriter Placement Units. The Company has duly authorized the issuance and sale of the Underwriter Placement Units to the Purchaser.
B. Purchase and Sale of the Underwriter Placement Units.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “InitialClosing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 375,000 Underwriter Placement Units at a price of $10.00 per unit for an aggregate purchase price of $3,750,000 (the “PurchasePrice”), 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, the Company, at its option, shall deliver a certificate evidencing the Underwriter Placement Units 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 47,250 additional Underwriter Placement Units at a price of $10.00 per unit in the same proportion as the amount of the overallotment option is then so exercised for an aggregate purchase price of up to $472,500 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one 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, at its option, shall deliver a certificate evidencing the Underwriter Placement Units 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 Underwriter Placement Units.
(i) Each Underwriter Placement Unit shall have the terms set forth herein, and the underlying Underwriter Placement Warrants shall also have the terms set forth in the warrant agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “WarrantAgreement”).
(ii) At, or prior to, the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser, as agreed between the Purchaser and the Company, relating to the Securities.
Section 2. Representationsand Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Underwriter Placement Units, 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, the Warrant Agreement and the Registration Rights Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and the Underwriter Placement Units have been duly authorized by the Company as of the Closing Date. This Agreement constitutes, and upon the execution and delivery thereof, the Underwriter Placement Warrants and the Warrant Agreement, will constitute, valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(ii) The execution and delivery by the Company of this Agreement and the Underwriter Placement Units, the issuance and sale of the Underwriter Placement Units, the issuance of the Underwriter Unit Shares and the Underwriter Placement Warrants, the issuance of the Underwriter Warrant Shares upon exercise of the Underwriter 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 each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, each of the Securities will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Underwriter Placement Units, the Underwriter Unit Shares, the Underwriter Placement Warrants, and the Underwriter Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Underwriter Placement Units and to the Underwriter Unit Shares and the Underwriter Placement Warrants underlying such Underwriter Placement Units, 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.
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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. Representationsand Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Underwriter Placement Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.
C. Investment Representations.
(i) The Purchaser is acquiring the 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.
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(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 “ExchangeAct”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the 12 months preceding such resale (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.
(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 Securities shall each bear the legend substantially in the form set forth in Exhibit A hereto.
D. FINRA Matters. The Purchaser further acknowledges and agrees that the Underwriter Placement Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days from the date of effectiveness or commencement of sales in the Public Offering, subject to FINRA Rule 5110(g)(2). The Underwriter Placement Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days from the effective date of the Company’s Registration Statement on Form S-1 in connection with the Public Offering (the “Registration Statement”) except to any underwriter or selected dealer participating in the Public Offering and the officers or partners, registered persons or affiliates of the Purchaser and any such participating underwriter or selected dealer. The Purchaser may not exercise the Underwriter Placement Warrants more than five years from the date of effectiveness and may not exercise its demand or piggyback rights with respect to the Underwriter Placement Units and their components parts after five (5) and seven (7) years, respectively, from the effective date of the Registration Statement and may not exercise demand rights on more than one occasion.
Section 4. Conditionsof the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Underwriter Placement Units 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.
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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. Ancillary Agreements. The Company shall have entered into the Registration Rights Agreement and the Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.
Section 5. Conditionsof 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, the Warrant Agreement and the Registration Rights Agreement and the issuance and sale of the Underwriter Placement Units 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. Ancillary Agreements. The Company shall have entered into the Registration Rights Agreement and 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, 2025 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 ofRepresentations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.
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Section 8. 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, without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction.
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]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
| COMPANY: | ||
|---|---|---|
| EQV VENTURES ACQUISITION CORP. II | ||
| By: | /s/ Tyson Taylor | |
| Name: | Tyson Taylor | |
| Title: | President and Chief Financial Officer | |
| PURCHASER: | ||
| BTIG, LLC | ||
| By: | /s/ Paul Wood | |
| Name: | Paul Wood | |
| Title: | Managing Director |
[Signature Page to UnderwriterPlacement Units Purchase Agreement]
EXHIBIT A
LEGEND
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN AGREEMENTS BETWEEN EQV VENTURES ACQUISITION CORP. II (THE “COMPANY”) AND SUCH SECURITYHOLDERS, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED HEREBY 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 10.3
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 1, 2025, is by and between EQV Ventures Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “TransferAgent”).
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 (“Ordinary Shares”) and one-third of a redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 14,000,000 warrants (or up to 16,100,000 warrants depending on the extent to which the Over-allotment Option (as defined below) is exercised) to public investors in the Offering (the “Public Warrants”);
WHEREAS, the Company entered into the Private Placement Unit Purchase Agreement with EQV Ventures Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 400,000 private placement units (the “Private Placement Units”) (whether or not the Over-allotment Option is exercised in full or at all) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) at a purchase price of $10.00 per Private Placement Unit, each Private Placement Unit consisting of one Ordinary Share and one-third of one redeemable warrant, bearing the legend set forth in Exhibit A hereto (the warrants included in the Private Placement Units, the “Private Placement Warrants”);
WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000 units at a price of $10.00 per unit, which will be identical to the Private Placement Units and their constituent securities (the warrants included in such units, the “Working Capital Warrants”);
WHEREAS, the Company will issue 375,000 units (the “BTIG Units”) (or 422,250 BTIG Units depending on the extent to which the Over-allotment Option is exercised) to BTIG, LLC simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) at a purchase price of $10.00 per BTIG Unit, each BTIG Unit consisting of one Ordinary Share and one-third of one redeemable warrant, bearing the legend set forth in Exhibit A hereto (the warrants included in the BTIG Units, the “BTIG Warrants”);
WHEREAS, following the consummation of the Offering, the Company may issue additional warrants (the “Post-IPO Warrants,” and together with the Public Warrants, Private Placement Warrants, Working Capital Warrants and BTIG Warrants, the “Warrants”) in connection with, or following the consummation by the Company of, a Business Combination;
WHEREAS, each Warrant entitles the holder thereof to purchase one Ordinary 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”) registration statements on Form S-1 (File Nos. 333-287926 and 333-288469) (the “Registration Statement”) and prospectus (the “Prospectus”) for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Ordinary 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 (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
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.
Warrants.
2.1. Form of Warrant. Each Warrant shall initially 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 President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. If 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 officer at the date of issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-EntryWarrant Certificate”).
2.2. Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3. Registration.
2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as 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. If 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.
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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 Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52^nd^ day following the date of the Prospectus or, if such 52^nd^ day is a Business Day (as defined below), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of BTIG, LLC, but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriter of its right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Overallotment Option is exercised prior to the filing of the Form 8-K, and (B) 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. “Business Day” as used in this Agreement means a day other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business.
2.5. No Fractional Warrants Other Than as Part of Units or Private Placement Units. The Company shall not issue fractional Warrants other than as part of the Units or Private Placement Units, each of which is comprised of one Ordinary Share and one-third of one Public Warrant or Private Placement Warrant, as applicable. 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 of Warrants to be issued to such holder.
2.6. Private Placement Warrants, Working Capital Warrants and BTIG Warrants. The Private Placement Warrants, the Working Capital Warrants and the BTIG Warrants shall be identical to the Public Warrants, except that the Private Placement Warrants, the Working Capital Warrants and the BTIG Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until 30 days after the completion by the Company of an initial Business Combination and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and the BTIG Warrants may be transferred by the holders thereof:
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members 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, by gift to a member of such individual’s immediate family, any estate planning vehicle 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;
(c) in the case of an individual, by virtue of the 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 the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased;
(f) by virtue of the laws of the Cayman Islands and the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;
(g) pro rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s operating agreement;
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(h) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination;
(i) in the event of the Company’s liquidation prior to the consummation of a Business Combination;
(j) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (i) above; and
(k) 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 Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (j), 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. In addition, the Ordinary Shares issued upon exercise of the Private Placement Warrants, Working Capital Warrants and BTIG Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, except to Permitted Transferees who enter into a written agreement with the Company agreeing to be bound by the transfer restriction in this Agreement.
2.7. Working Capital Warrants; BTIG Warrants. Each of the Working Capital Warrants and BTIG Warrants shall be identical to the Private Placement Warrants.
2.8. Post-IPO Warrants. The Post-IPO Warrants may only be issued in connection with, or following the consummation by the Company of, a Business Combination. Each Post-IPO Warrant, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.
- Terms and Exercise of Warrants.
3.1. Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which the Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than 20 Business Days unless a longer period is required by stock exchange rules or applicable law, provided, that the Company shall provide at least 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”) commencing 30 days after the first date on which the Company completes a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities (a “Business Combination”), and terminating at the earliest to occur of: (x) 5:00 p.m., New York City time on the date that is 5 years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company, and (z) other than with respect to the Private Placement Warrants, the Working Capital Warrants and the BTIG Warrants, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 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. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant, a Working Capital Warrant or a BTIG Warrant) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant, a Working Capital Warrant or a BTIG 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 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.
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3.3. Exercise of Warrants.
3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, 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”) Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;
(b) in the event of a redemption pursuant to Section 6.1 hereof in which the Board has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Public Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1, the “Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the 10 trading day period ending on the third trading day immediately prior to the date on which the notice of redemption is sent to the holders of the Public Warrants, pursuant to Section 6.2 hereof;
(c) with respect to any Private Placement Warrant, Working Capital Warrant or BTIG Warrant, or Post-IPO Warrant to the extent applicable, by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Exercise Fair Market Value,” as defined in this subsection 3.3.1(c) by (y) the Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Exercise Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or
(d) on a cashless basis as provided in Section 7.4 hereof.
3.3.2 Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, 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 Ordinary Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. If the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Warrant shall have paid the full purchase price for the Unit solely for the Ordinary Share underlying such Unit. 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 an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.
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3.3.3 Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Company’s amended and restated memorandum and articles of association (the “Charter”) and upon registration in the register of members of the Company 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 Ordinary Shares is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.
3.3.5 Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within 2 Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the 61st day after such notice is delivered to the Company.
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- Adjustments.
4.1. Share Capitalizations—Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased by a share capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Ordinary Shares) and multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this Section 4.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the 10 trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.
4.2. Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.
4.3. Adjustments in Warrant Price.
4.3.1 Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 or 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 Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.
4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the 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 completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary 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, and the $18.00 per share redemption trigger price described in Section 6.1, shall 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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4.4. Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under Sections 4.1 or 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event.
If any reclassification or reorganization also results in a change in Ordinary Shares covered by Section 4.1, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
4.5. Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
4.6. No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.
4.7. Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
4.8. Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.
4.9. No Adjustment. Notwithstanding anything to the contrary herein, 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 Ordinary Shares or the conversion of the Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Charter.
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- 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, the Working Capital Warrants and the BTIG 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.
- Redemption.
6.1. Redemption of Public Warrants. Not less than all of the outstanding Public Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Public Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant; provided that (a) the Reference Value (as defined below) 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 issuance of the Ordinary Shares issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).
6.2. Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. If the Company elects to redeem the Public 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 30 days prior to the Redemption Date (such period, the “30-dayRedemption Period”) to the Registered Holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Public Warrant at which any Public Warrants are redeemed pursuant to Section 6.1 and (b) “ReferenceValue” shall mean the closing price of the Ordinary Shares for any 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.
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6.3. Exercise After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” pursuant to Section 3.3.1(b) of this Agreement, if applicable) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. If the Company determines to require all holders of Public Warrants to exercise their Public Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) hereof, the notice of redemption shall contain instructions on how to calculate the number of Ordinary Shares to be received upon exercise of the Public Warrants.
On and after the Redemption Date, the record holder of the Public Warrants shall have no further rights except to receive, upon surrender of the Public Warrants, the Redemption Price.
6.4. Exclusion of Private Placement Warrants, Working Capital Warrants, BTIG Warrants and Post-IPO Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants, Working Capital Warrants, BTIG Warrants or Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company).
- 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 general meeting or the appointment 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 Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
7.4. Registration of Ordinary Shares; Cashless Exercise at Company’s Option.
7.4.1 Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than 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 relating to the Offering or a new registration statement registering, under the Securities Act, the issuance of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within 60 Business Days after the closing of its Business Combination and to maintain the effectiveness of such 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 registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” pursuant to subsection 3.3.1, 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 Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 7.4.1 by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the 10 trading day period ending on the third 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 Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.
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7.4.2 Cashless Exercise at Company’s Option. If the 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 (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (i) if 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 Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (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 Ordinary Shares issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
- 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 Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.
8.2. Resignation, Consolidation, or Merger of Warrant Agent.
8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving 60 days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the 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 Ordinary 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.
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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, the President, the Chief Financial Officer, Chief Operating Officer, the Executive Vice President, the General Counsel, the Secretary or other executive officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own or its shareholders, directors, officers and employees, 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, or its shareholders, directors, officers and employees, 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 Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
8.5. Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants.
8.6. Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.
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- 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 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:
EQV Ventures Acquisition Corp. II
1090 Center Drive
Park City, UT 84098
Attention: President and Chief Financial Officer
Email: tyson.taylor@eqvgroup.com
with a copy to:
Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, TX 77002
Attn: Julian Seiguer, P.C.
Billy Vranish
Email: julian.seiguer@kirkland.com
billy.vranish@kirkland.com
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 5 days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
in each case, with a copy to:
BTIG, LLC
65 E. 55th Street
New York, New York, 10022
Attn: General Counsel
Facsimile: (415) 248-2260
Email: iblegal@btig.com
Copy (which copy shall not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attention: Stuart Neuhauser. Esq.
Email: sneuhauser@egsllp.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.
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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 any Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Agreement. If any action, the subject matter of which is within the scope of the forum provisions of this 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 “foreignaction”) in the name of any holder of the 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 New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
9.4. Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation 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 Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.
9.6. Counterparts; Electronic Signatures. 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. A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.
9.7. Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.
9.8. Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any 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 at least a majority of the number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants, Working Capital Warrants, BTIG Warrants or Post IPO Warrants or any provision of this Agreement with respect to the Private Placement Warrants, Working Capital Warrants, BTIG Warrants or Post IPO Warrants, at least a majority of the number of then outstanding Private Placement Warrants (including the vote or written consent of BTIG, LLC), Working Capital Warrants, BTIG Warrants or Post IPO 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]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| EQV VENTURES ACQUISITION CORP. II | |
|---|---|
| By: | /s/ Tyson Taylor |
| Name: | Tyson Taylor |
| Title: | President and Chief Financial Officer |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent | |
| By: | /s/ Leicia Savinetti |
| Name: | Leicia Savinetti |
| Title: | Vice President |
[Signature Page to Warrant Agreement]
EXHIBIT A
LEGEND
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS BY AND AMONG EQV VENTURES ACQUISITION CORP. II (THE “COMPANY”), EQV VENTURES SPONSOR II 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 (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED HEREBY AND 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 EXERCISEDPRIOR TO THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FORIN THE WARRANT
AGREEMENT DESCRIBED BELOW
EQV VENTURES ACQUISITION CORP. II
Incorporated Under the Laws of the Cayman Islands
CUSIP: G3106Q 128
Warrant Certificate
This Warrant Certificatecertifies 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 EQV Ventures Acquisition Corp. II, a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the Exercise 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 US dollars, by bank wire or certified check (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.
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.
| EQV VENTURES ACQUISITION CORP. II |
|---|
| By: |
| Name: |
| Title: |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent |
| By: |
| Name: |
| 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 Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “WarrantAgent”), 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 issuance of 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 EQV Ventures Acquisition Corp. II (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 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 .
If 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 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 .
[Signature Page Follows]
| Date: | |
|---|---|
| (Signature) | |
| (Address) | |
| (Tax Identification Number) | |
| Signature Guaranteed: |
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 10.4
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 1, 2025 by and between EQV Ventures Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WHEREAS, the Company’s registration statements on Form S-1 (File Nos. 333-287926 and 333-288469) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, have been declared or become 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 BTIG, LLC, as the sole underwriter (the “Underwriter”);
WHEREAS, as described in the Prospectus, $420,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) (or $483,000,000 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 up to $14,700,000, or $16,905,000 if the Underwriter’s over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon and concurrently with the consummation of the Business Combination (the “Deferred Discount”); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) In a timely manner, upon the written instruction of the Company, (i) hold funds uninvested as cash, (ii) deposit the Property into an interest bearing 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, or (iii) invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations; the Trustee may not invest in any other securities or assets and it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while account funds are invested or uninvested, the Trustee may earn bank credits or other consideration during such periods;
(d) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;
(e) Promptly notify the Company and the Underwriter 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 (“TerminationLetter”) 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, Chief Financial Officer, Chief Operating Officer, President, Executive Vice President, Secretary or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Underwriter, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable and, in the case of Exhibit B, less up to $100,000 of interest income to pay liquidation and dissolution expenses, and net of “permitted withdrawals” (as defined in the Registration Statement) that have previously been withdrawn from the Trust Account), 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 such earlier date as the Company’s board of directors 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, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable and permitted withdrawals and up to $100,000 of interest income to pay liquidation and 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 “Tax PaymentWithdrawal 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 any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; 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;
(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 “ShareholderRedemption Withdrawal Instruction”), the Trustee shall distribute to the Public Shareholders 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 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 its initial business combination or to redeem 100% of the Ordinary Shares included in the Units sold in the Offering (the “public shares”) if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to shareholders’ rights 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;
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(l) 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 E (a “Working Capital Withdrawal Instruction”) withdraw from the Trust Account and distribute to the Company up to an aggregate of $1,000,000 per year of interest earned on the Property requested by the Company to fund working capital requirements (a “Working Capital Withdrawal”), which amount shall be delivered directly to the Company to fund its working capital purposes, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account to fund such Working Capital Withdrawal, 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; and
(m) Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j), 1(k) or 1(l) above.
- Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Executive Vice President, Secretary or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j), 1(k) and 1(l) 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 expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “IndemnifiedClaim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel; 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 Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company. The Company may participate in such action with its own counsel;
(c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(l) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;
(d) In connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;
(e) Provide the Underwriter 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;
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(f) Unless otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person;
(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 business days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.
- Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;
(b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written 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 gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g) Verify the accuracy of the information contained in the Registration Statement;
(h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;
(i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section lj) hereof; or
(k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereof.
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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.
Termination. This Agreement shall terminate as follows:
(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account and any other reasonable transfer request that the Company may make, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within 90 days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or
(b) At such time that the Trustee has completed the liquidation of the Trust Account 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).
- Miscellaneous.
(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.
(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles that would result in the application of the substantive laws of another jurisdiction.
(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j), 1(k) and 1(l) hereof (which sections may not be modified, amended or deleted without the affirmative vote of holders of 50% of the votes cast of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the time frame specified 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 of the Company’s Class A ordinary shares), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by notice in 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.
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(e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Fran Wolf & Celeste Gonzalez
Email: fwolf@continentalstock.com
Email: cgonzalez@continentalstock.com
if to the Company, to:
EQV Ventures Acquisition Corp. II
1090 Center Drive
Park City, UT 84098
Attn: Jerry Silvey
Chief Executive Officer
Tyson Taylor
President and Chief Financial Officer
Email: jerry.silvey@eqvgroup.com
tyson.taylor@eqvgroup.com
in each case, with copies to:
Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, TX 77002
Attn: Julian Seiguer, P.C.
Billy Vranish
Email: julian.seiguer@kirkland.com
billy.vranish@kirkland.com
and
6
BTIG, LLC
65 E. 55th Street
New York, New York, 10022
Attn: General Counsel
Facsimile: (415) 248-2260
Email: iblegal@btig.com
and
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Attn: Stuart Neuhauser
Email: sneuhauser@egsllp.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 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 Underwriter is a third-party beneficiary of this Agreement.
(j) The Trustee shall perform its duties under this Agreement in compliance with all applicable laws and shall keep confidential all information relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than the performance of the Trustee’s obligations under this Agreement.
(k) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity without the prior written consent of the other.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee | ||
|---|---|---|
| By: | /s/ Francis Wolf | |
| Name: | Francis Wolf | |
| Title: | Vice President | |
| EQV VENTURES ACQUISITION CORP. II | ||
| By: | /s/ Tyson Taylor | |
| Name: | Tyson Taylor | |
| Title: | President and Chief Financial Officer |
[Signature Page to InvestmentManagement Trust Agreement]
SCHEDULE A
| Fee Item | Time and method of payment | Amount | |
|---|---|---|---|
| Initial set-up fee. | Initial closing of Offering by wire transfer. | $ | 4,500.00 |
| Trustee administration fee | Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check. | $ | 10,000.00 |
| Transaction processing fee for disbursements to Company under Section 1 | Billed to Company following disbursement made to Company under Section 1 | $ | 250.00 |
| Paying Agent services as required pursuant to Sections 1(i), 1(k) and 1(l) | Billed to Company upon delivery of service pursuant to Sections 1(i), 1(k) and 1(l) | Prevailing<br> <br>rates |
EXHIBIT A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Fran Wolf & Celeste Gonzalez
| Re: | Trust Account—Termination Letter |
|---|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between EQV Ventures Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2025 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”) to consummate a business combination with the Target Business (the “BusinessCombination”) on or about [insert date]. The Company shall notify you at least (72) hours in advance of the actual date (or such shorter period as you may agree) of the commencement of the procedures to consummate the Business Combination (the “BusinessCombination Consummation Commencement 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 to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Business Combination Consummation Commencement Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Business Combination Consummation Commencement Date (including as directed to it by the Underwriter (with respect to the Deferred Discount)).
On the Business Combination Consummation Commencement Date (i) counsel for the Company shall deliver to you written notification that the Company has commenced the procedures to consummate the Business Combination, or the Business Combination will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Executive Vice President, Secretary or other authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the Deferred Discount directly to the account or accounts directed by the Underwriter from the Trust Account (the “InstructionLetter”). 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 Business Combination Consummation Commencement 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 Business Combination Consummation Commencement 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 within three Business Days of the Business Combination Consummation Commencement Date described in the notice thereof and we have not notified you on or before the original Business Combination Consummation Commencement Date of a new Business Combination Consummation Commencement 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 third Business Day following the Business Combination Consummation Commencement Date as set forth in such notice as soon thereafter as possible.
| Very truly yours, | |
|---|---|
| EQV Ventures Acquisition Corp. II | |
| By: | |
| Name: | |
| Title: |
Acknowledged and agreed,
BTIG, LLC
| By: | |
|---|---|
| Name: | |
| Title: |
EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Fran Wolf & Celeste Gonzalez
| Re: | Trust Account —Termination Letter |
|---|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between EQV Ventures Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2025 (the “Trust Agreement”), this is to advise you that [the Company has been unable to effect a 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 or on such earlier date as determined by the Company’s Board of Directors] [the Company’s Board of Directors has determined to terminate the period in which the Company must consummate a Business Combination on [●]], as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders less taxes payable and permitted withdrawals (as defined in the Registration Statement) and up to $100,000 of interest income to cover liquidation and dissolution expenses of the Company. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) $ promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
The Company has selected [ADD DATE] 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.
| Very truly yours, | |
|---|---|
| EQV Ventures Acquisition Corp. II | |
| By: | |
| Name: | |
| Title: | |
| cc: | BTIG, LLC |
| --- | --- |
EXHIBIT C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Fran Wolf & Celeste Gonzalez
| Re: | Trust Account -Tax Payment Withdrawal Instruction |
|---|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(j) of the Investment Management Trust Agreement between EQV Ventures Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
| Very truly yours, | |
|---|---|
| EQV Ventures Acquisition Corp. II | |
| By: | |
| Name: | |
| Title: | |
| cc: | BTIG, LLC |
| --- | --- |
EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Fran Wolf & Celeste Gonzalez
| Re: | Trust Account —Shareholder Redemption Withdrawal Instruction |
|---|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(k) of the Investment Management Trust Agreement between EQV Ventures Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $__________ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.
| Very truly yours, | |
|---|---|
| EQV Ventures Acquisition Corp. II | |
| By: | |
| Name: | |
| Title: | |
| cc: | BTIG, LLC |
| --- | --- |
EXHIBIT E
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Fran Wolf & Celeste Gonzalez
| Re: | Trust Account —Working Capital Withdrawal Instruction |
|---|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(l) of the Investment Management Trust Agreement between EQV Ventures Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2025 (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 for working capital purposes, subject to a limit of an aggregate of $1,000,000 per year of interest earned on the trust account. For the current year ending , $ has been disbursed to date (including the amounts requested hereunder). 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 BTIG, LLC per the below wire instructions:
[WIRE INSTRUCTION INFORMATION]
| Very truly yours, | |
|---|---|
| EQV Ventures Acquisition Corp. II | |
| By: | |
| Name: | |
| Title: | |
| cc: | BTIG, LLC |
| --- | --- |
Exhibit 10.5
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2025, is made and entered into by and among EQV Ventures Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), EQV Ventures Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC, a Delaware limited liability company (“BTIG”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor, BTIG and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
RECITALS
WHEREAS, the Company has 12,075,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 1,575,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriter of the Company’s initial public offering exercises its over-allotment option;
WHEREAS, the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;
WHEREAS, certain non-executive directors were each issued 40,000 Ordinary Shares (an aggregate of 160,000 Ordinary Shares) (the “Director Shares”) in connection with their nomination as a director of the Company;
WHEREAS, on the date hereof, the Company and the Sponsor entered into a Private Placement Unit Purchase Agreement (the “Private Placement Unit Purchase Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 400,000 private placement units (whether or not the over-allotment option is exercised in full or at all) (the “Private Placement Units”) in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering, with each Private Placement Unit consisting of one Ordinary Share and one-third of one redeemable warrant (the warrants included in the Private Placement Units, the “Private PlacementWarrants”);
WHEREAS, the Company and BTIG entered into a Private Placement Unit Purchase Agreement (the “BTIG Private Placement Unit Purchase Agreement”), pursuant to which the Company will issue 375,000 units (the “BTIG Units”) (or 422,250 BTIG Units depending on the extent to which the over-allotment option is exercised) to BTIG in a transaction occurring simultaneously with the closing of the Company’s initial public offering (and any closing of the over-allotment option, if applicable) at a purchase price of $10.00 per BTIG Unit, each BTIG Unit consisting of one Ordinary Share and one-third of one redeemable warrant (the warrants included in the BTIG Units, the “BTIGWarrants”);
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, 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 an additional 150,000 units at a price of $10.00 per unit, which will be identical to the Private Placement Units and their constituent securities (the “Working Capital Units” and the warrants included in the Working Capital Units, the “Working Capital Warrants”); 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, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Adverse Disclosure” means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
“Agreement” shall have the meaning given in the Preamble.
“Board” means the Board of Directors of the Company.
“BTIG” shall have the meaning given in the Recitals hereto.
“BTIG Private Placement Unit PurchaseAgreement” shall have the meaning given in the Recitals hereto.
“BTIG Units” shall have the meaning given in the Recitals hereto.
“BTIG Warrants” shall have the meaning given in the Recitals hereto.
“Business Combination” means 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” means the United States Securities and Exchange Commission.
“Company” shall have the meaning given in the Preamble.
“Demand Registration” shall have the meaning given in subsection 2.1.1.
“Demanding Holder” shall have the meaning given in subsection 2.1.1.
“Director Shares” shall have the meaning given in the Recitals hereto.
“Exchange Act” means the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form S-1” means a registration statement on Form S-1 filed or to be filed with the Securities and Exchange Commission.
“Form S-3” shall have the meaning given in subsection 2.3.1.
“Founder Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.
“Founder Shares Lock-up Period” means, with respect to the Founder Shares and the Director Shares, the earlier to occur of: (i) 12 months after the completion of the Company’s initial Business Combination; and (ii) six months after the Company’s initial Business Combination the date on which (x) the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, or (y) the closing price of the 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 150 days after the Company’s initial Business Combination.
“Holders” shall have the meaning given in the Preamble.
“Insider Letter” means 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.
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“Maximum Number of Securities” shall have the meaning given in subsection 2.1.4.
“Misstatement” means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.
“Nominee” is defined in subsection 5.1.1.
“Ordinary Shares” shall have the meaning given in the Recitals hereto.
“Permitted Transferees” means 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, Units Lock-up Period or any other lock-up period, as the case may be, under the Insider Letter, the Private Placement Unit Purchase Agreement, the BTIG Private Placement Unit Purchase Agreement, this Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.
“Piggyback Registration” shall have the meaning given in subsection 2.2.1.
“Private Placement Unit Purchase Agreement” shall have the meaning given in the Recitals hereto.
“Private Placement Units” 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.
“Prospectus” means 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” means (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the Director Shares, (c) the Private Placement Units (including the underlying Private Placement Warrants, the Ordinary Shares included in the Private Placement Units and the Ordinary Shares issuable upon the exercise of the Private Placement Warrants), (d) the BTIG Units (including the underlying BTIG Warrants, the Ordinary Shares included in the BTIG Units and the Ordinary Shares issuable upon the exercise of the BTIG Warrants), (e) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (f) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder (including the Working Capital Units, the underlying Working Capital Warrants, the Ordinary Shares included in the Working Capital Warrants and the Ordinary Shares issued or issuable upon the exercise of the Working Capital Warrants), and (g) any other equity security of the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share 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” means a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registration Expenses” means the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;
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(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);
(C) printing, messenger, telephone and delivery expenses;
(D) reasonable fees and disbursements of counsel for the Company;
(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and
(F) reasonable fees and expenses of one legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.
“Registration Statement” means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Requesting Holder” shall have the meaning given in subsection 2.1.1.
“Securities Act” means the Securities Act of 1933, as amended from time to time.
“Shelf” has the meaning given in subsection 2.3.1.
“Sponsor” shall have the meaning given in the Recitals hereto.
“Sponsor Director” means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.
“Subsequent Shelf Registration” has the meaning given in subsection 2.3.2.
“Takedown Requesting Holder” has the meaning given in subsection 2.3.3.
“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.
“Underwritten Registration” or “Underwritten Offering” means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
“Underwritten Shelf Takedown” has the meaning given in subsection 2.3.3.
“Units Lock-up Period” means, with respect to Private Placement Units, BTIG Units and Working Capital Units that are held by the initial purchasers of such Private Placement Units, BTIG Units and Working Capital Units or their Permitted Transferees, and the Ordinary Shares, Private Placement Warrants, BTIG Warrants or Working Capital Warrants underlying the Private Placement Units, BTIG Units and Working Capital Units that are held by the initial purchasers of the Private Placement Units, BTIG Units and Working Capital Units or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.
“Working Capital Units” shall have the meaning given in the Recitals hereto.
“Working Capital Warrants” shall have the meaning given in the Recitals hereto.
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ARTICLE II
REGISTRATIONS
2.1 Demand Registration.
2.1.1 Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, the Holders of at least 15% of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”), provided that BTIG shall be limited to a total of one such demand, which demand BTIG may make regardless of whether the securities subject to such demand constitute at least 15% of the then-outstanding number of Registrable Securities, and provided that the right to make such demand shall expire five years following the commencement of sales in the Company’s initial public offering of units (the “IPO”). The Company shall, within 10 days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than 45 days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable.
2.1.2 Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.
2.1.3 Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.
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2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “ProRata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
2.1.5 Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.
2.2 Piggyback Registration.
2.2.1 Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.
2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
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(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof; provided, however, that BTIG is only entitled to piggyback registration rights for a period of seven years following the commencement of sales of units in the Company’s IPO.
2.3 Shelf Registrations.
2.3.1 The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. A registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within five days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within five days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3.1 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. If the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.
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2.3.2 If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement (a “Subsequent ShelfRegistration”) registering the resale of all Registrable Securities including on such Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the Holders.
2.3.3 At any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $25,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3.4 The Sponsor shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this subsection 2.3.4.
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2.4 Restrictions on Registration Rights. If (A) during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date 120 days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to effect or permit any Registration or cause any Registration Statement to become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-up Period or the Units Lock-up Period, as the case may be.
ARTICLE III
COMPANY PROCEDURES
3.1 General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;
3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;
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3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
3.1.8 at least five days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;
3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriters to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter, such consent not to be unreasonably withheld or delayed, and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;
3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriters may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;
3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);
3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriters in any Underwritten Offering;
3.1.16 if reasonably required by the Company’s transfer agent, use reasonable best efforts to promptly deliver any authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to transfer Registerable Securities without legend, in accordance with applicable law, upon sale by a Holder of such Registrable Securities;
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3.1.17 if requested by any Holder in connection with any transaction involving any Registrable Securities (including any sale or other transfer of such Registrable Securities without registration under the Securities Act, pledges pursuant to margin loans, hedges or other transactions or arrangements (including, without limitation, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined)), provide such Holder with customary and reasonable assistance to facilitate such transaction, including, without limitation such action as such Holder may reasonably request from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act;
3.1.18 if a Holder seeks to effectuate an in-kind distribution of all or part of its Registrable Securities to its direct or indirect equityholders, reasonably cooperate with and assist such Holder, such equityholders and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Holder (including the delivery of instruction letters by the Company or its counsel to the Company’s transfer agent, the delivery of customary legal opinions by counsel to the Company following receipt by the Company and such counsel of any certifications and other documentation reasonably requested by each of them, and the delivery of Registrable Securities without restrictive legends to the extent no longer applicable); and
3.1.19 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, including, without limitation, making available senior executives of the Company to participate in any due diligence sessions that may be reasonably requested by the Underwriter(s) in any Underwritten Offering.
3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriters’ marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.
3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
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ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.
4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
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ARTICLE V
SHAREHOLDER RIGHTS
5.1 Subject to the terms and conditions of this Agreement, at any time and from time to time on or after the date that the Company consummates a Business Combination and for so long as the Sponsor holds any Registrable Securities:
5.1.1 The Sponsor shall have the right, but not the obligation, to designate three individuals to be appointed or nominated, as the case may be, for election to the Board (including any successor, each, a “Nominee”) by giving written notice to the Company on or before the time such information is reasonably requested by the Board or the Nominating Committee of the Board, as applicable, for inclusion in a proxy statement for a meeting of shareholders provided to the Sponsor.
5.1.2 The Company will, as promptly as practicable, use its best efforts to take all necessary and desirable actions (including, without limitation, calling special meetings of the Board and the shareholders and recommending, supporting and soliciting proxies) so that there are three Sponsor Directors serving on the Board at all times.
5.1.3 The Company shall, to the fullest extent permitted by applicable law, use its best efforts to take all actions necessary to ensure that: (i) each Nominee is included in the Board’s slate of nominees to the shareholders of the Company for each election of Directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the shareholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company or the Board with respect to the election of members of the Board.
5.1.4 If a vacancy occurs because of the death, disability, disqualification, resignation, or removal of a Sponsor Director or for any other reason, the Sponsor shall be entitled to designate such person’s successor, and the Company will, as promptly as practicable following such designation, use its best efforts to take all necessary and desirable actions, to the fullest extent permitted by law, within its control such that such vacancy shall be filled with such successor Nominee.
5.1.5 If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, the Sponsor shall be entitled to designate promptly another Nominee and the Company will take all necessary and desirable actions within its control such that the director position for which such Nominee was nominated shall not be filled pending such designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee as promptly as practicable following such designation.
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5.1.6 As promptly as reasonably practicable following the request of any Sponsor Director, the Company shall enter into an indemnification agreement with such Sponsor Director, in the form entered into with the other members of the Board. The Company shall pay the reasonable, documented out-of-pocket expenses incurred by the Sponsor Director in connection with his or her services provided to or on behalf of the Company, including attending meetings or events attended explicitly on behalf of the Company at the Company’s request.
5.1.7 The Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Board to be reasonable and customary and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage with respect to such Sponsor Director; provided that upon removal or resignation of such Sponsor Director for any reason, the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six years from any such event in respect of any act or omission occurring at or prior to such event.
5.1.8 Each Nominee may, but does not need to, qualify as “independent” pursuant to listing standards of the New York Stock Exchange (or such other national securities exchange upon which the Company’s securities are then listed).
5.1.9 Any Nominee will be subject to the Company’s customary due diligence process, including its review of a completed questionnaire and a background check. Based on the foregoing, the Company may object to any Nominee provided (a) it does so in good faith, and (b) such objection is based upon any of the following: (i) such Nominee was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), (ii) such Nominee was the subject of any order, judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently or temporarily enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in any type of business practice, or (B) engaging in any activity in connection with the purchase or sale of any security or in connection with any violation of federal or state securities laws, (iii) such Nominee was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in clause (ii)(B), or to be associated with persons engaged in such activity, (iv) such proposed director was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated, or (v) such proposed director was the subject of, or a party to any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to a violation of any federal or state securities laws or regulations. In the event the Board reasonably finds the Nominee to be unsuitable based upon one or more of the foregoing clauses (i) through (v) and reasonably objects to the identified director, Sponsor shall be entitled to propose a different nominee to the Board within 30 calendar days of the Company’s notice to Sponsor of its objection to the Nominee and such replacement Nominee shall be subject to the review process outlined above.
5.1.10 The Company shall take all necessary action to cause a Nominee chosen by the Sponsor, at the request of such Nominee to be elected to the board of directors (or similar governing body) of each material operating subsidiary of the Company. The Nominee, as applicable, shall have the right to attend (in person or remotely) any meetings of the board of directors (or similar governing body or committee thereof) of each subsidiary of the Company.
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ARTICLE VI
MISCELLANEOUS
6.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: EQV Ventures Acquisition Corp. II, 1090 Center Drive, Park City, UT 84098, Attention: President and Chief Financial Officer, email: tyson.taylor@eqvgroup.com, with copy to: Kirkland & Ellis LLP, 609 Main Street, Suite 4700, Houston, TX 77002, Attention: Julian Seiguer, P.C., email: julian.seiguer@kirkland.com, and Billy Vranish, email: billy.vranish@kirkland.com; BTIG, LLC, 65 East 55th Street, New York, NY 10022, Attention: General Counsel, email: iblegal@btig.com; and Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, Attention: Stuart Neuhauser, email: sneuhauser@egsllp.com, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.
6.2 Assignment; No Third Party Beneficiaries.
6.2.1 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.
6.2.2 Prior to the expiration of the Founder Shares Lock-up Period or the Units 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 Units 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 whole or in part, to any transferee. Notwithstanding the foregoing, BTIG shall not be permitted to transfer its rights, duties or obligations under this Agreement.
6.2.3 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.
6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 6.2 hereof.
6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.
6.3 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.
6.4 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.
6.5 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.
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6.6 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 THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
6.7 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
6.8 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the capital shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
6.9 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
6.10 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.
6.11 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
6.12 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
6.13 Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The provisions of Section 3.5 and Article IV of this Agreement shall survive any termination.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
| COMPANY: | ||
|---|---|---|
| EQV VENTURES ACQUISITION CORP. II | ||
| By: | /s/<br> Jerome Silvey | |
| Name: | Jerome Silvey | |
| Title: | Chief Executive Officer | |
| HOLDERS: | ||
| EQV VENTURES SPONSOR II LLC | ||
| By: | /s/<br> Tyson Taylor | |
| Name: | Tyson Taylor | |
| Title: | President and Secretary | |
| BTIG, LLC | ||
| By: | /s/<br> Paul Wood | |
| Name: | Paul Wood | |
| Title: | Managing Director | |
| By: | /s/ Andrew Blakeman | |
| Name: | Andrew Blakeman | |
| By: | /s/ Marcus Peperzak | |
| Name: | Marcus Peperzak | |
| By: | /s/ Jerome Silvey, Jr. | |
| Name: | Jerome Silvey, Jr. | |
| By: | /s/ Bryan Summers | |
| Name: | Bryan Summers |
[Signature Page to Registration Rights Agreement]
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Exhibit 10.6
July 1, 2025
EQV Ventures Acquisition Corp. II
1090 Center Drive
Park City, UT 84098
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 EQV Ventures Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as the sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 48,300,000 of the Company’s units (including up to 6,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per warrant, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to registration statements on Form S-1 (File Nos. 333-287926 and 333-288469) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 10 hereof.
In order to induce the Company and the Underwriter 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, each of EQV Ventures Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is, or will be, a member of the Company’s board of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as follows:
Business Combination Support. The Sponsor and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or her in favor of any proposed Business Combination (except that any public shares it, he, or she may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must not be voted in favor of approving the proposed Business Combination) and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such Business Combination. 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 therewith.
Failure to Consummate a Business Combination; Trust Account Waiver.
(a) The Sponsor and each Insider hereby agrees with the Company that if the Company fails to consummate a Business Combination within the time period set forth in the Company’s amended and restated memorandum and articles of association (as it may be amended from time to time, the “Charter”), the Sponsor and each Insider shall take all reasonable steps to cause the Company to as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the “OfferingShares”), 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 (net, with respect to interest income, of permitted withdrawals and up to $100,000 to pay liquidation expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidating 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.
(b) The Sponsor and each Insider agrees to not propose any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time period set forth in the Company’s Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of permitted withdrawals), divided by the number of then outstanding Offering Shares.
(c) The Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her, if any, any redemption rights it, he or she may have in connection with a shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Company’s Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity (although the Sponsor and the Insiders shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).
Business Combination with Affiliate. The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent entity that commonly renders valuation opinions that such Business Combination is fair to the Company from a financial point of view.
Lock-Up; Transfer Restrictions.
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer:
(i) any Founder Shares (the “FounderShares Lock-up”) until the earlier of (A) 12 months after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up;
(ii) any Private Placement Units or Working Capital Units (the “Lock-up Units”) or Class A Ordinary Shares, Private Placement Warrants or Working Capital Warrants underlying such Lock-up Units until 30 days after the completion of an initial Business Combination (the “Units Lock-up Period”, and together with the Founder Shares Lock-up Period, the “Lock-up Periods”); and
(iii) during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, without the prior written consent of the Underwriter, any Units, warrants, Ordinary Shares (including, but not limited to, Founder Shares) or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares (but excluding Units, Ordinary Shares or Public Warrants purchased in the Public Offering or thereafter) held by it, her or him, as applicable.
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(b) Notwithstanding the provisions set forth in Section 4(a) above, Transfers of the Founder Shares and the Lock-up Units and Class A Ordinary Shares underlying the Founder Shares and the Lock-up Units that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 4(b)), are permitted (a) 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 any affiliates of such members 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, by gift to a member of one of the individual’s immediate family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’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 the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination or an extension of the deadline to consummate a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Units or Ordinary Shares, as applicable, were originally purchased; (f) pro rata distributions from the Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (i) in the event of the Company’s liquidation prior to the completion of a Business Combination; (j) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; (k) as permitted under paragraph 6 of this Letter Agreement; or (l) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (j) above; provided, however, that in the case of clauses (a) through (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.
Indemnification. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Company’s Charter, the Sponsor (the “Indemnitor”), which for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor, or any of the other undersigned, 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) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share (or such greater amount if additional funds have been deposited in the Trust Account in connection with the extension of the period of time the Company has to consummate a Business Combination) and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share (or such greater amount if additional funds have been deposited in the Trust Account in connection with the extension of the period of time the Company has to consummate a Business Combination) is then held in the Trust Account due to reductions in the value of the trust assets, in each case, less permitted withdrawals, (y) shall not apply to any claims by a third party or a Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. If any such executed waiver is deemed to be unenforceable against such third party or Target, the Indemnitor shall not be responsible to the extent of any liability for such third party or Target claims. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.
Forfeiture of Founder Shares. To the extent that the Underwriter does not exercise its over-allotment option to purchase up to an additional 6,300,000 Units within 45 days from the date of the Underwriting Agreement (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares equal to 1,575,000 multiplied by a fraction, (i) the numerator of which is 6,300,000 minus the number of Units purchased by the Underwriter upon the exercise of its over-allotment option, if any, and (ii) the denominator of which is 6,300,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriter so that the Founder Shares held by the Sponsor will represent an aggregate of 20% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying any then outstanding warrants). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying any then outstanding warrants). In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 6,300,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,575,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the number of Founder Shares held by the Sponsor to be equal to an aggregate of 20% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying any then outstanding warrants).
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Remedies. The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 4, 5 and 6, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
Representations and Warranties.
(a) The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. For each Insider who is or is nominated to be a director or officer of the Company, such Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to the Insider’s background. For each Insider who is or is nominated to be a director or officer of the Company, such Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.
(b) The Company, the Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant that it, she or he 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 and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company.
Payments by Company. The Company agrees that, except as disclosed in the Prospectus, neither the Sponsor nor any Insider or employee, nor any affiliate of the Sponsor or any Insider or employee of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan to the Company or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to the Sponsor for certain office space, utilities, secretarial support and administrative services provided to the Company and other expenses and obligations of the Sponsor as may be reasonably required by the Company for a total up to $40,000 per month; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business Combination (the “Working Capital Loans”) and payment of a portion of the deferred underwriting commissions payable at the Company’s discretion upon consummation of the Company’s initial Business Combination; provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay Working Capital Loans so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of the Working Capital Loans may be convertible into units of the post-Business Combination company at a price of $10.00 per unit at the option of the lender. The Working Capital Units and the underlying securities will be identical to the Private Placement Units and the underlying securities of the Private Placement Units, including as to exercise price, exercisability and exercise period of the underlying warrants.
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Definitions. As used herein, (i) “BusinessCombination” 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) “Ordinary Shares” shall mean the Class A Ordinary Shares and the Company’s Class B ordinary shares, par value $0.0001 per share (the “ClassB Ordinary Shares”); (iii) “Founder Shares” shall mean (a) the 12,075,000 Class B Ordinary Shares issued and outstanding (up to 1,575,000 of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in full by the Underwriter) which are held by the Sponsor; and (b) the 160,000 Class A Ordinary Shares issued and outstanding which are held by our director nominees; (iv) “permitted withdrawals” shall mean amounts withdrawn from the Trust Account (a) to fund our working capital requirements, up to an aggregate of $1,000,000 per year of the interest earned on the Trust Account, and/or (b) to pay our taxes and/or trust administration expenses, provided that all permitted withdrawals can only be made from interest and not from the principal held in the Trust Account; (v) “Private Placement Units” shall mean the 400,000 units (regardless if the over-allotment option is exercised at all, in part or in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $4,000,000, or $10.00 per unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Private Placement Warrants” shall mean the 133,333 warrants comprising part of the Private Placement Units; (vii) “Working Capital Units” shall mean the units that may be issued in connection with the conversion of any Working Capital Loans; (viii) “Working Capital Warrants” shall mean the warrants comprising part of the Working Capital Units; (ix) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (x) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited; and (xi) “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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Insider who is or is nominated to be a director or officer of the Company shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available pursuant to such policy or policies for any of the Company’s directors or officers.
Entire Agreement. 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 (i) each Insider that is the subject of any such change, amendment, modification or waiver, (ii) the Sponsor and (iii) the Company.
Assignment. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Company, the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.
Third-Party Rights. Except as provided for in paragraph 7, nothing in this Letter Agreement under the Contracts (Rights of Third Parties) Act (As Revised), as amended, modified, re-enacted or replaced shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. Except as provided for in paragraph 7, all covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees. Notwithstanding any other term of this Letter Agreement, the consent of any person who is not a party to this Letter Agreement is not required for any amendment to, or variation, release, rescission or termination of this Letter Agreement.
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Counterparts. This Letter Agreement may be executed in any number of original, facsimile or other electronic 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.
Severability. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Governing Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands. 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 Cayman Islands, 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.
Notices. 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 or e-mail transmission.
Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall not affect the interpretation thereof.
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (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 December 31, 2025; provided further that paragraph 5, the last sentence of paragraph 11 and paragraphs 12 through 20 of this Letter Agreement shall survive such liquidation.
[Signature Page Follows]
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| Sincerely, | |
|---|---|
| EQV VENTURES SPONSOR II LLC | |
| By: | /s/ Tyson Taylor |
| Name: | Tyson Taylor |
| Title: | President and Secretary |
[Signature Page to Letter Agreement]
| INSIDERS | |
|---|---|
| By: | /s/ Jerome Silvey |
| Name: | Jerome Silvey |
| By: | /s/ Tyson Taylor |
| Name: | Tyson Taylor |
| By: | /s/ Danny Murray |
| Name: | Danny Murray |
| By: | /s/ Mickey Raney |
| Name: | Mickey Raney |
| By: | /s/ Grant Raney |
| Name: | Grant Raney |
| By: | /s/ Will Smith |
| Name: | Will Smith |
| By: | /s/ Andrew McKinley |
| Name: | Andrew McKinley |
| By: | /s/ Jerome Silvey, Jr. |
| Name: | Jerome Silvey, Jr. |
| By: | /s/ Andrew Blakeman |
| Name: | Andrew Blakeman |
| By: | /s/ Bryan Summers |
| Name: | Bryan Summers |
| By: | /s/ Marcus Peperzak |
| Name: | Marcus Peperzak |
[Signature Page to LetterAgreement]
| Acknowledged and Agreed: | |
|---|---|
| EQV VENTURES ACQUISITION CORP. II | |
| By: | /s/ Jerome Silvey |
| Name: | Jerome Silvey |
| Title: | Chief Executive Officer |
[Signature Page to LetterAgreement]
Exhibit 10.7
EQV VENTURES ACQUISITION CORP. II
1090 Center Drive
Park City, UT 84098
July 1, 2025
EQV Ventures Sponsor II LLC
1090 Center Drive
Park City, UT 84098
Ladies and Gentlemen:
This letter agreement by and between EQV Ventures Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and EQV Ventures Sponsor II LLC, a Delaware limited liability company (“the Sponsor”) dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of the Company and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), the Sponsor shall take steps directly or indirectly to make available, or cause to be made available, to the Company certain office space, utilities, secretarial support and administrative services as may be reasonably requested by the Company from time to time, situated at 1090 Center Drive, Park City, UT 84098 (or any successor location). In exchange therefore, the Company shall pay the Sponsor, or an affiliate thereof, as determined by the Sponsor, a sum of $40,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind or nature 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 as a result of, or arising out of, this letter agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and will not seek recourse against 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.
The parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the prior written consent of the other party, provided that the Sponsor may assign this letter agreement or any of its rights, interests or obligations hereunder to an affiliate 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 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 that will apply the laws of another jurisdiction.
This letter 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 letter agreement.
[Signature Page Follows]
| Very truly yours, | ||
|---|---|---|
| EQV VENTURES ACQUISITION CORP. II | ||
| By: | /s/ Jerome Silvey | |
| Name: | Jerome Silvey | |
| Title: | Chief Executive Officer | |
| AGREED TO AND ACCEPTED BY: | ||
| --- | --- | --- |
| EQV VENTURES SPONSOR II LLC | ||
| By: | /s/ Tyson Taylor | |
| Name: | Tyson Taylor | |
| Title: | President and Secretary |
[Signature Page to Administrative Services Agreement]
Exhibit 99.1
EQV Ventures Acquisition Corp. II Announces the Pricing of Upsized $420 Million Initial Public Offering
PARK CITY, UTAH, July 01, 2025 (GLOBE NEWSWIRE) -- EQV Ventures Acquisition Corp. II (the “Company”), a special purpose acquisition company sponsored by an affiliate of the EQV Group, and formed for the purpose of entering into a business combination with one or more businesses, announced today the pricing of its initial public offering of 42,000,000 units, upsized from 35,000,000 units, at a price of $10.00 per unit. The units are expected to be listed on the New York Stock Exchange (“NYSE”) and begin trading tomorrow, July 2, 2025, under the ticker symbol “EVACU.”
Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NYSE under the ticker symbols “EVAC” and “EVACW,” respectively.
BTIG, LLC is acting as sole book-running manager for the offering.
The Company has granted the underwriter a 45-day option to purchase up to an additional 6,300,000 units at the initial public offering price to cover over-allotments, if any. The offering is expected to close on July 3, 2025, subject to customary closing conditions.
The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from: BTIG, LLC, 65 East 55th Street New York, New York 10022, Attn: Syndicate Department, or by email at ProspectusDelivery@btig.com.
Registration statements relating to these securities have been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on July 1, 2025.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering, the anticipated use of the net proceeds, and the search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contacts
IR@eqvventures.com
Exhibit 99.2
EQV Ventures Acquisition Corp. II Announces Closing of Upsized $460 Million Initial Public Offering and Partial Exercise of Over-Allotment Option
PARK CITY, UTAH, July 03, 2025 (GLOBE NEWSWIRE) -- EQV Ventures Acquisition Corp. II (the “Company”), a special purpose acquisition company sponsored by an affiliate of the EQV Group, and formed for the purpose of entering into a business combination with one or more businesses, announced today the closing of its initial public offering of 42,000,000 units, upsized from 35,000,000 units, at a price of $10.00 per unit and the sale of an additional 4,000,000 units at $10.00 per unit pursuant to the underwriter’s partial exercise of its over-allotment option. Total gross proceeds from the offering were $460 million before deducting underwriting discounts and commissions and other offering expenses payable by the Company.
The Company’s units began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “EVACU” on July 2, 2025.
Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NYSE under the ticker symbols “EVAC” and “EVACW,” respectively.
BTIG, LLC acted as sole book-running manager for the offering.
The offering was made only by means of a prospectus. Copies of the final prospectus related to the offering may be obtained from: BTIG, LLC, 65 East 55th Street New York, New York 10022, Attn: Syndicate Department, or by email at ProspectusDelivery@btig.com.
Registration statements relating to these securities have been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on July 1, 2025.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds and the search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated or that a search for an initial business combination will be successful.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contacts
IR@eqvventures.com