ARC Group Securities Acquisition I S-1/A, filed Jul 15, 2026
ARC Group Securities Acquisition I (FJDI)
As filed with the U.S. Securities and Exchange Commission on July 15, 2026.
Registration No. 333-291302
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARC Group Securities Acquisition I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6770 | N/A | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
398 Mill Avenue, Suite 306
Tempe, Arizona 85281
Telephone: (928) 625-0928
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ian Hanna
Chief Executive Officer
398 Mill Avenue, Suite 306
Tempe, Arizona 85281
Telephone: (928) 625-0928
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joseph M. Lucosky, Esq. Lawrence Metelitsa, Esq. Lucosky
Brookman LLP Woodbridge,
New Jersey 08830 |
Tom McLaughlin Mourant Ozannes (Cayman) LLP 94 Solaris Avenue, Camana Bay PO Box 1348 Grand Cayman KY1-1108 Cayman Islands +1 345 949 4123 |
Ying Li, Esq. Sally Yin, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 (212) 530-2206 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
ARC Group Securities Acquisition I is filing this Amendment No. 3 (this “Amendment”) to the Registration Statement on Form S-1 (File No. 333-291302) (the “Registration Statement”) as an exhibits-only filing to file Exhibit 5.2, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. Accordingly, this Amendment does not contain copies of the prospectus included in the Registration Statement, which remains unchanged to the Registration Statement filed on June 29, 2026, and consists only of the cover page, this explanatory note and Part II of the Registration Statement. The remainder of the Registration Statement is unchanged and has been omitted.
Part II
Information not required in prospectus
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:
| Legal fees and expenses | 225,000 | |||
| Printing and engraving expenses | 30,000 | |||
| SEC/FINRA expenses | 50,000 | |||
| Nasdaq listing fees | 80,000 | |||
| Underwriter Legal Fees | 100,000 | |||
| Miscellaneous | 215,000 | |||
| Total | $ | 700,000 |
Item 14. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
We will enter into indemnity agreements with each of our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association, a form of which is to be filed as an exhibit to this Registration Statement. These agreements will require us to indemnify these individuals to the fullest extent permitted under Cayman Islands law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Pursuant to the Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters and the underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.
Item 15. Recent Sales of Unregistered Securities.
On October 17, 2025, our sponsor purchased, and the Company issued to the sponsor, 7,392,857 Class B ordinary shares for an aggregate purchase price of $25,000, of which 964,286 Class B ordinary shares are subject to forfeiture in the event the over-allotment option is not exercised. On May 6, 2026, our sponsor surrendered 2,217,857 Class B ordinary shares it held for no consideration, leaving sponsor with 5,175,000 Class B ordinary shares (up to 675,000 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised). The sponsor is deemed to have purchased the founder shares for approximately $0.00483 (if over-allotment option is exercised) per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 12,075,000 units if the underwriters’ over-allotment option is exercised in full and therefore that such founder shares would represent 30% of the outstanding shares after this offering (not including the Class A ordinary shares that are included within the private units). Up to 675,000 of these shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised.
Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as the company’s sponsor in connection with this offering.
Our sponsor has committed, pursuant to a written agreement, to purchase from us an aggregate of 140,000 private units (whether or not the over-allotment option is exercised) at $10.00 per unit, for an aggregate purchase price of $1,400,000. The private units will also be worthless if we do not complete our initial business combination. This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
Item 16. Exhibits and Financial Statement Schedules.
Exhibit Index
* Filed herewith.
** Previously filed.
Item 17. Undertakings.
| (a) | The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
| (b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| (c) | The undersigned registrant hereby undertakes that: |
| (1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | For the purpose of determining liability under the Securities Act of 1933 of any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (4) | For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; |
| (iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (d) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | If the registrant is relying on Rule 430B: |
| (A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
| (ii) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, Arizona, on the 15th day of July, 2026.
| ARC Group Securities Acquisition I | ||
| By: | /s/ Ian Hanna | |
| Name: | Ian Hanna | |
| Title: | Chief Executive Officer and Chairman of the Board | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Ian Hanna | Chief Executive Officer and Chairman of the Board | July 15, 2026 | ||
| Ian Hanna | (principal executive officer) | |||
| /s/ Jake Carney | Chief Financial Officer | July 15, 2026 | ||
| Jake Carney | (principal financial and accounting officer) |
Authorized representative
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of ARC Group Securities Acquisition I, in Tempe, Arizona, on the 15th day of July, 2026.
| By: | /s/ Ian Hanna | |
| Name: | Ian Hanna | |
| Title: | Chief Executive Officer |
Exhibit 5.2
 |
Mourant Ozannes (Cayman) LLP 94 Solaris Avenue Camana Bay PO Box 1348 Grand Cayman KY1-1108 Cayman Islands
T +1 345 949 4123 F +1 345 949 4647 |
ARC Group Securities Acquisition I
Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
PO Box 1348
Grand Cayman KY1-1108
Cayman Islands
(the Addressee)
Date | 14 July 2026
Our ref | 8074715/255367177/4
Dear Addressee
ARC Group Securities Acquisition I (the Company)
We have acted as Cayman Islands legal advisers to the Company in connection with the Company’s registration statement on Form S-1 (File number 333-291302), including all amendments or supplement thereto (the Registration Statement) and the Company’s preliminary prospectus included in the Registration Statement (the Prospectus) initially filed on 5 November 2025 (as amended to date) with the U.S. Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended (the Securities Act), for the purposes of registering with the Commission in accordance with the Securities Act and the offering and sale to the public of:
| (a) | up to 10,500,000 units (or up to 12,075,000 units if the underwriters’ over-allotment option is exercised in full) (the Units) at an offering price of US$10.00 per Unit, each Unit consisting of: |
| (i) | one class A ordinary share with a par value of US$0.0001 of the Company (the Class A Ordinary Shares); |
| (ii) | one redeemable warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of US$11.50 per Class A Ordinary Share (the Warrants); and |
| (iii) | one right to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of an initial business combination (the Rights); |
| (b) | all Class A Ordinary Shares, Warrants and Rights issued as part of the Units; and |
| (c) | all Class A Ordinary Shares issuable upon exercise of the Warrants and conversion of the Rights included in the Units. |
This opinion is given in accordance with the terms of the “Legal Matters” section of the Registration Statement.
| 1. | Documents Reviewed |
| 1.1 | We have reviewed a copy of each of the following documents for the purposes of this opinion: |
| (a) | a draft of the form of specimen unit certificate representing the Units; |
Mourant Ozannes (Cayman) LLP is registered as a limited liability partnership in the Cayman Islands with registration number 601078
mourant.com
| 1 |
| (b) | a draft of the form of specimen certificate for Class A Ordinary Shares; |
| (c) | a draft of the warrant agreement and the form of warrant certificate constituting the Warrants; |
| (d) | a draft of the rights agreement and the form of right certificate constituting the Rights; |
| (e) | a draft of the underwriting agreement to be entered into between the Company and ARC Group Securities LLC as the representative of the underwriters named therein; |
| (f) | the Registration Statement; |
| (g) | the Prospectus; |
| (h) | in respect of the Company: |
| (i) | the certificate of incorporation dated 9 October 2025; |
| (ii) | the memorandum and articles of association of the Company that were registered upon the incorporation of the Company on 9 October 2025 (the Current M&A); |
| (iii) | the form of amended and restated memorandum and articles of association to be adopted by special resolution of the Company’s shareholders and to be effective immediately prior to the consummation of the Company’s initial public offering of the Units (the Post-IPO M&A); |
| (iv) | a certificate of good standing dated 26 June 2026 (the Certificate of Good Standing) issued by the Registrar of Companies in the Cayman Islands (the Registrar); |
| (v) | the register of directors and officers and the register of members, each provided to us by the Company’s registered office provider, and a certificate from a director of the Company dated on or about the date of this opinion (together with the Certificate of Good Standing, the Current M&A and the Post-IPO M&A, the Company Records); |
| (vi) | written resolutions of the sole shareholder of the Company passed on 13 July 2026 (the Shareholder Resolutions); and |
| (vii) | written resolutions of the board of directors of the Company passed on 13 July 2026 approving (among other things) the offering and issue of the Class A Ordinary Shares, the Units, the Warrants and the Rights (the Board Resolutions). |
| 1.2 | The documents listed in items (a) to (e) above are collectively referred to as the Transaction Documents (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto). |
| 2. | Assumptions |
In giving this opinion, we have assumed (and have not independently verified) that:
| 2.1 | each document examined by us, whether it is an original or copy, is (along with any date, signature, initial, stamp or seal on it) genuine and complete, up-to-date and (where applicable) in full force and effect; |
| 2 |
| 2.2 | where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of the draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; |
| 2.3 | the factual representations made in the documents reviewed by us are accurate and complete in all respects; |
| 2.4 | each director of the Company (and any alternate director) has disclosed to each other director any interest of that director (or alternate director) in the transactions contemplated by the Registration Statement in accordance with the Current M&A; |
| 2.5 | the Board Resolutions and the Shareholder Resolutions were duly passed, are in full force and effect and have not been amended, varied, revoked or superseded in any respect; |
| 2.6 | the obligations of each party under each Transaction Document are legal, valid, binding and enforceable under all applicable laws (other than, with respect to the Company, the laws of the Cayman Islands); |
| 2.7 | each party to each Transaction Document (other than, as a matter of the laws of the Cayman Islands, the Company where it is a party) has: |
| (a) | the capacity, power, authority and legal right; |
| (b) | taken all necessary action; and |
| (c) | obtained or made all necessary agreements, approvals, authorisations, consents, filings, licences, registrations and qualifications (whether as a matter of any law or regulation applicable to it or as a matter of any agreement binding upon it), |
to execute and perform its obligations under that Transaction Document;
| 2.8 | the choice of the governing law of each Transaction Document has been made in good faith; |
| 2.9 | none of our opinions will be affected by the laws or public policy of any foreign jurisdiction; |
| 2.10 | the directors of the Company have not exceeded any applicable allotment authority conferred on the directors by the shareholders; |
| 2.11 | the Transaction Documents, the Registration Statement and the Prospectus are valid and binding under the laws of the United States of America and the Registration Statement has been duly filed with the Commission; |
| 2.12 | the Company Records were, when reviewed by us, and remain at the date of this opinion accurate and complete; |
| 2.13 | there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below; |
| 2.14 | the Class A Ordinary Shares will be issued at an issue price equal to at least the par value thereof; |
| 2.15 | each Transaction Document has been or will be authorised, duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands); and |
| 2.16 | the Post-IPO M&A will be adopted by the Company in accordance with the Current M&A prior to any Units, Class A Ordinary Shares, Warrants or Rights being issued by the Company. |
| 3 |
| 3. | Opinion |
Based upon the foregoing and subject to the qualifications and limitations set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | Status: the Company is incorporated under the Companies Act (as amended) of the Cayman Islands (the Companies Act), validly exists under the laws of the Cayman Islands as an exempted company and is in good standing with the Registrar. |
| 3.2 | Authorised share capital: based solely on our review of the Current M&A and the Shareholder Resolutions, the authorised share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares with a par value of US$0.0001 per share, 50,000,000 Class B ordinary shares with a par value of US$0.0001 per share and 5,000,000 preference shares with a par value of US$0.0001 per share. |
| 3.3 | Class A Ordinary Shares: the issue and allotment of the Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement (including the Class A Ordinary Shares included in the Units and the Class A Ordinary Shares issuable upon exercise of the Warrants and conversion of the Rights in accordance with their terms) have been duly authorised and when allotted, issued and paid for as contemplated by the Registration Statement, such Class A Ordinary Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
| 3.4 | Authorisation of other securities: the issue of the Units, the Warrants and the Rights as contemplated by the Registration Statement and the Transaction Documents has been duly authorised. |
| 3.5 | Binding obligations: when issued and paid for in accordance with the terms of the offering described in the Registration Statement and the applicable Transaction Documents, the Units, the Warrants and the Rights will constitute valid and binding obligations of the Company. |
| 3.6 | Taxation: the statements under the caption “Cayman Islands Taxation” in the Prospectus, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and such statements constitute our opinion. |
| 4. | Qualifications and limitations |
This opinion is subject to the following qualifications and limitations:
| 4.1 | This opinion: |
| (a) | is limited to the matters expressly stated in it; |
| (b) | is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion; and |
| (c) | only relates to the laws of the Cayman Islands which are in force on the date of this opinion. |
| 4.2 | We have made no investigation of, and express no opinion with respect to, the laws of any jurisdiction other than the Cayman Islands or the effect of any document under those laws. In particular, we express no opinion as to the meaning or effect of any foreign statutes referred to in any document referred to in this opinion. |
| 4.3 | Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion. For the purposes of this opinion, we have only examined the documents listed in paragraph 1.1 above. We have not examined any term or document incorporated by reference, or otherwise referred to, whether in whole or part, in any document and we offer no opinion on any such term or document. |
| 4 |
| 4.4 | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not necessarily record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.3, there are no circumstances or matters of fact known to us on the date of this opinion which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Class A Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court. |
| 4.5 | Under Cayman Islands law, good standing means only that, as of the date of issue of the Certificate of Good Standing, the Company has paid all fees and penalties under the Companies Act and is not, to the Registrar’s knowledge, in default under the Companies Act. To maintain the Company in good standing, the Company: |
| (a) | must pay all fees and penalties under the Companies Act; and |
| (b) | must not be, to the Registrar’s knowledge, in default under the Companies Act. |
| 4.6 | In this opinion the phrase non-assessable means, with respect to a share in the Company, that a member shall not, solely by virtue of its status as a member, be liable for additional assessments or calls on the share by the Company or its creditors (except in exceptional circumstances and subject to the Company’s memorandum and articles of association, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
| 4.7 | The obligations assumed by the Company under the Transaction Documents will not necessarily be enforceable in accordance with their terms in all circumstances. In particular, but without limitation: |
| (a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories; |
| (b) | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
| (c) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; |
| (d) | contractual provisions that require a defaulting party to pay a sum that is out of all proportion to the innocent party’s legitimate interest in the agreement being performed or which seek to punish a defaulting party may be held to be unenforceable on the ground that they constitute penalties; and |
| (e) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences. |
| 5. | Governing law |
This opinion and any non-contractual obligations arising out of it, are governed by, and to be interpreted in accordance with, laws in force in the Cayman Islands on the date of this opinion.
| 6. | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Risk Factors”, “Certain Differences in Corporate Law” and “Legal Matters” in the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully
/s/ Mourant Ozannes (Cayman) LLP
Mourant Ozannes (Cayman) LLP
| 5 |