8-K
New Providence Acquisition Corp. III/Cayman (NPAC)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION13 OR 15(d)
OF THE SECURITIES EXCHANGEACT OF 1934
Dateof Report (Date of earliest event reported): March 16, 2026
New Providence AcquisitionCorp. III
(Exact name of registrantas specified in its charter)
| Cayman Islands | 001-42610 | 98-1834924 |
|---|---|---|
| (State or other jurisdiction ofincorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
401S County Road #2588 PalmBeach, Florida33480
(Address of principal executive offices, includingzip code)
Registrant’s
telephone number, including area code: (561) 231-7070
Not Applicable
(Former name or formeraddress, 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 exchangeon which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | NPACU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | NPAC | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | NPACW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01 Entry Into A Material DefinitiveAgreement.
Business Combination Agreement
General Description of the Business CombinationAgreement
On March 16, 2026, New Providence Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Abra Financial Holdings, Inc., a Delaware corporation (together with its successors, “Abra” or the “Company”), and Aether Merger Sub I, Corp., a Delaware corporation and a wholly-owned subsidiary of SPAC (“Merger Sub”).
Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, (i) on or prior to the closing (the “Closing”, and the date and time of the Closing, the “Closing Date”) of the transactions contemplated by the Business Combination Agreement (the “Transactions”), SPAC will de-register from the Register of Companies of the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and the applicable provisions of the Delaware General Corporation Law (the “Domestication”); and (ii) following the Domestication, (A) Merger Sub will merge with and into Abra, with Abra continuing as the surviving entity (the “Merger”) and, as a result of which, each issued and outstanding share of Abra immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled in exchange for a number of shares of common stock of SPAC (the “SPAC Common Stock”) equal to the Exchange Ratio (as defined below). As a result of the Merger and the other Transactions, Abra will become a wholly-owned subsidiary of SPAC, all upon the terms and subject to the conditions set forth in the Business Combination Agreement.
Additionally, at the effective time of the Merger (the “Effective Time”), each outstanding and unexercised option (each, a “CompanyOption”) to purchase common stock of the Company, par value $0.0001 per share (the “Company Common Stock”) will be assumed by and become an option of SPAC (each, an “Assumed Option”) containing the same terms, conditions, vesting and other provisions as are currently applicable to such Company Options, provided that each Assumed Option will be exercisable for the number of shares of SPAC Common Stock equal to the Exchange Ratio (as defined below) multiplied by the number of shares of Company Common Stock subject to the Company Option as of immediately prior to the Effective Time, rounded down to the nearest whole number, at an exercise price equal to the per share exercise price of the Company Option divided by the Exchange Ratio, rounded up to the nearest whole cent.
Consideration
The aggregate consideration to be delivered to the security holders of Abra as of the Effective Time (collectively, the “Company Security Holders”) will be a number of newly issued shares of SPAC Common Stock equal to Seven Hundred Fifty Million U.S. Dollars ($750,000,000), dividedby the Redemption Price (as defined in the Business Combination Agreement) (the “Merger Consideration”), with each holder of Company Common Stock (each, a “Company Stockholder”) receiving for each share of Company Common Stock held, a number of shares of SPAC Common Stock equal to (i) the Merger Consideration, divided by (ii) the Fully-Diluted Company Shares (the “Exchange Ratio”).
The “Fully-DilutedCompany Shares” means (a) the total number of issued and outstanding shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, plus(b) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Options that are issued and outstanding as of immediately prior to the Effective Time, treating such outstanding Company Options as having been exercised in full (calculated using the treasury stock method of accounting).
Representations and Warranties
The Business Combination Agreement contains representations and warranties that are reasonably customary for similar transactions that are made by the parties as of the date of the Business Combination Agreement, or other specified dates, solely for the benefit of certain of the parties to the Business Combination Agreement, and in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect” means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (i) the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (ii) the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the Merger, subject to customary exceptions.
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No Survival
The representations and warranties of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties contained in the Business Combination Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed. ****
Covenants of the Parties
Each party to the Business Combination Agreement has agreed to use its commercially reasonable efforts, and to cooperate fully with one another, to consummate the Transactions. The Business Combination Agreement also contains certain customary covenants by each of the parties that apply during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement (the “Interim Period”), including (i) the provision of access to the applicable party’s properties, books and personnel; (ii) the operation of the parties’ respective businesses in the ordinary course of business; (iii) the current and timely filing of SPAC’s public filings; (iv) no insider trading; (v) notifications to the other parties of certain breaches, consent requirements and other matters; (vi) obtaining third party and regulatory approvals; (vii) tax matters; (viii) further assurances; (ix) public announcements; (x) confidentiality; and (xi) other covenants. The Business Combination Agreement also contains certain customary post-Closing covenants, including, without limitation, in regard to (1) tax matters; (2) the maintenance of books and records; and (3) the indemnification of directors and officers.
Additionally, both the SPAC and the Company agreed that it will not solicit or enter into a competing alternative transaction, in accordance with customary terms and provisions set forth in the Business Combination Agreement.
SPAC agreed that it will not approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal (as defined in the Business Combination Agreement), or otherwise change, withdraw, withhold, qualify or modify its recommendation to its shareholders for approval of the Business Combination Agreement and the Transactions (a “Change of Recommendation”); provided, however, that if the SPAC’s board of directors, after consultation with its legal counsel, determines in good faith, that the failure to make a Change of Recommendation would be a breach of its fiduciary duties to its stockholders under applicable law, then the SPAC’s board of directors may make a Change of Recommendation, provided that SPAC delivers, pursuant to procedures set forth in the Business Combination Agreement, at least 48 hours’ advance written notice advising the Company of such withdrawal or modification; provided that any Change of Recommendation shall not affect SPAC’s obligations to call an extraordinary general meeting to approve the SPAC Shareholder Approval Matters (as defined in the Business Combination Agreement).
Abra will deliver to SPAC financial statements of Abra audited by a PCAOB-qualified auditor in accordance with PCAOB auditing standards, accompanied by an unqualified opinion of the auditor thereon (collectively, the “Audited Financials”), as soon as reasonably practicable after the date of the Business Combination Agreement but no later than forty-five (45) days from the date of the Business Combination Agreement (the “Audit Delivery Date”). In addition, Abra will deliver to SPAC unaudited quarterly financial information through the Closing Date and for such periods as required by applicable law or SEC Guidance to be included in the Registration Statement (as defined below).
SPAC and Abra will, as promptly as practicable after the date of the Business Combination Agreement, prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the securities of SPAC to be issued pursuant to the Transactions, and containing a proxy statement/prospectus for the solicitation of proxies from SPAC shareholders to approve the Business Combination Agreement, the Transactions and related matters at an extraordinary general meeting of SPAC’s shareholders (the “SPAC Special Meeting”), and providing SPAC’s public shareholders with an opportunity to request redemption of their public shares in connection with the Transactions, as required by SPAC’s amended and restated memorandum and articles of association and SPAC’s initial public offering prospectus (the “Redemption”).
As promptly as practicable after the Registration Statement has become effective (and in all cases within two (2) business days following such date), the Company will obtain and deliver to SPAC a written consent of the Company’s stockholders in order to approve the Business Combination Agreement and each of the ancillary documents to which the Company is or is required to be a party or bound and the consummation of the transactions contemplated thereby (the “Company Stockholder Approval”). At the request of SPAC, Abra shall make the members of its management reasonably available to participate in management presentations, “road shows,” rating agency presentations, meetings with financing sources and similar events in connection with obtaining the approval of SPAC shareholders, any “share recycling” efforts by SPAC and the obtaining of any debt or equity financing (including Transaction Financing (as defined in the Business Combination Agreement), ratings or governmental or other third-party approvals.
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The parties shall take all action necessary so that, effective at the Closing, the post-Closing board of directors of Pubco will consist of seven (7) individuals, one (1) of whom will be designated by SPAC (who shall be an independent director in accordance with the requirements of The Nasdaq Stock Market LLC (“Nasdaq”)), three (3) of whom will be designated by Abra (at least one (1) of whom shall be an independent director in accordance with the requirements of Nasdaq), one (1) person who shall be the chief executive officer of the SPAC immediately following the Closing, and two (2) additional members (who shall be independent directors in accordance with the requirements of Nasdaq) to be mutually agreed upon by SPAC and Abra prior to the Closing, each of whom shall have expertise in the fintech/financial regulation industry. The parties shall also take all action necessary so that the individuals serving as the chief executive officer and chief financial officer, respectively, of SPAC immediately after the Closing will be the same individuals (in the same office) as that of Abra immediately prior to the Closing (unless, at its sole discretion, Abra desires to appoint another qualified person to either such role, in which case, such other person(s) identified by Abra shall serve in such role or roles).
During the Interim Period, SPAC and Abra shall use reasonable best efforts to enter into written agreements for Transaction Financings with aggregate proceeds of at least $150 million (on such terms and structuring and using such strategy, placement agents and approach, as SPAC and Abra shall mutually agree). “Transaction Financing” means a capital raising transaction in connection with the Transactions structured as one or a combination of common equity, preferred equity, convertible equity or debt, non-redemption or backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash or cash equivalents, in each case, whether such investment is into SPAC or Abra.
Conditions to Closing
The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties, unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of each of SPAC’s shareholders and Abra’s stockholders; (ii) the expiration or termination of any waiting period applicable to the consummation of the Business Combination Agreement under any antitrust laws; (iii) obtaining material regulatory approvals; (iv) no law or order preventing or prohibiting the Transactions; (v) appointment of the Post-Closing Board consistent with the requirements of the Business Combination Agreement; (vi) the effectiveness of the Registration Statement; (vii) SPAC shall have amended and restated its certificate of incorporation in a form satisfactory to SPAC and Abra; (viii); the SPAC Common Stock shall have been approved for listing on Nasdaq upon the Closing; and (ix) SPAC shall have adopted, on or prior to the Closing, an equity incentive plan in a form satisfactory to SPAC and Abra, and which will provide for awards for a number of shares of SPAC Common Stock representing a percentage (to be mutually agreed upon by the SPAC and the Company) of the aggregate number of shares of SPAC Common Stock issued and outstanding immediately after the Closing.
In addition, unless waived by Abra, the obligations of Abra to consummate the Transactions are subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations of SPAC relating to organization and standing, authorization, non-contravention, capitalization (other than certain portions of such representation in the Business Combination Agreement) and finders and brokers being true and correct in all material respects on and as of the date of the Business Combination Agreement and as of the Closing Date; (ii) the representations and warranties of SPAC set forth in certain portions of the capitalization representation being true and correct in all respects (except for de minimis inaccuracies) on and as of the date of the Business Combination Agreement and as of the Closing Date; (iii) all other representations and warranties of SPAC being true and correct (without giving effect to any limitations as to “materiality” or any similar limitation set forth herein) in all respects on and as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date, except where the failure of such representations and warranties to be true and correct, individually and in the aggregate has not had a Material Adverse Effect; (iv) SPAC having performed in all material respects its obligations and complied in all material respects with the covenants and agreements under the Business Combination Agreement required to be performed or complied with by SPAC on or prior to the Closing Date; and (v) the sum of (x) the aggregate cash proceeds available for release from the Trust Account (after giving effect to the completion and payment of the Redemption), plus (y) the net proceeds of any Transaction Financings, shall equal or exceed $40,000,000 after deducting all Expenses (as defined in the Business Combination Agreement) of SPAC and Abra (the “NetCash Proceeds”).
Unless waived by SPAC , the obligations of SPAC to consummate the Transactions are subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations of Abra relating to organization and standing, authorization, non-contravention, capitalization (other than the certain portions of such representation in the Business Combination Agreement) and finders and brokers being true and correct (without giving effect to any limitation as to “materiality” set forth therein) in all material respects on and as of the date of the Business Combination Agreement and as of the Closing Date; (ii) the representations and warranties set forth in certain portions of the capitalization representation being true and correct in all respects on and as of the date of the Business Combination Agreement and as of the Closing Date; (iii) all other representations and warranties of Abra being true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all respects on and as of the date of the Business Combination Agreement and on and as of the Closing Date, except where the failure of such representations and warranties to be true and correct, individually and in the aggregate has not had a Material Adverse Effect; (iv) Abra having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement required to be performed or complied with on or prior to the Closing Date; (v) absence of any Material Adverse Effect with respect to Abra since the date of the Business Combination Agreement; (vi) the Non-Competition Agreement (as defined in the Business Combination Agreement), each Lock-Up Agreement (as defined below), the Insider Letter Amendment (as defined in the Business Combination Agreement) and the Amended Registration Rights Agreement (as defined below) being in full force and effect as of the Closing; (vii) certain related party loans issued by the Company to its officers and directors having been repaid or cancelled; (viii) SPAC having received an employment agreement, effective as of the Closing, in form and substance reasonable to SPAC, between William Barhydt and SPAC, and each such employment agreement duly executed by the parties thereto; (ix) Abra shall have delivered to SPAC evidence that consents from certain specified lenders have been received; (x) Abra shall have delivered to SPAC evidence that certain trademark assignment(s) shall have been completed; (xi) Abra shall have delivered to SPAC evidence that certain securities of Plutus Financial Holdings, Inc. (“Plutus”) have been satisfied in accordance with the terms of a letter agreement, by and between Plutus and Abra; (xii) Abra shall have delivered to SPAC a FIRTPA certificate; and (xiii) Abra shall have delivered to SPAC certain documentation with respect to its F Reorganization (as defined in the Business Combination Agreement). ****
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Termination
The Business Combination Agreement may be terminated at any time prior to the Closing by either SPAC or Abra if the Closing does not occur by October 15, 2026, or such other date as may be extended pursuant to the Business Combination Agreement.
The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons: (i) by mutual written consent of SPAC and Abra; (ii) by written notice by either SPAC or Abra to the other if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by Abra for SPAC’s uncured material breach of the Business Combination Agreement, such that the related closing condition would not be met; (iv) by SPAC for Abra’s uncured material breach of the Business Combination Agreement, such that the related closing condition would not be met; (v) by SPAC, if there shall have been a Material Adverse Effect on Abra following the date of the Business Combination Agreement which is (or are) not cured or cannot be cured prior to twenty (20) business days after written notice thereof is delivered to Abra; (vi) by either Abra or SPAC if SPAC holds the SPAC Special Meeting to approve the Business Combination Agreement and the Transactions, and such approval is not obtained; (vii) by either Abra or SPAC if Abra does not receive its stockholder approval within ten (10) business days following the Registration Statement being declared effective by the SEC; and (viii) by written notice from SPAC to Abra if Abra has not delivered the Audited Financials on or before the Audit Delivery Date.
If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations related to public announcements, confidentiality, effect of termination, fees and expenses, trust fund waiver, and customary miscellaneous provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business Combination Agreement prior to such termination.
Trust Account Waiver
Abra agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in SPAC’s trust account held for its public shareholders, and has agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).
Governing Law
The Business Combination Agreement is governed by New York law and, the parties are subject to exclusive jurisdiction of federal and state courts located in New York County, State of New York (and any appellate courts thereof).
Related Agreements
Company Support Agreement
Simultaneously with the execution of the Business Combination Agreement, stockholders of Abra holding capital stock of Abra sufficient to approve the adoption of the Business Combination Agreement and approve the Merger and the other transactions contemplated by the Business Combination Agreement (the “CompanySupport Stockholders”) entered into support agreements (each, a “Company Support Agreement”), pursuant to which, among other things, each Company Support Stockholder agreed to vote its shares of capital stock of Abra (the “SubjectStock”) in favor of the adoption of the Business Combination Agreement, the ancillary documents, the approval of the Transactions and any amendments to Abra’s organizational documents in connection therewith, subject to certain customary conditions. Each Company Support Stockholder also agreed to take certain other actions in support of the Business Combination Agreement and the Transactions (and any actions required in furtherance thereof) and to refrain from taking actions that would adversely affect their ability to perform such Company Support Stockholder’s obligations under the Company Support Agreement and each such Company Support Stockholder unconditionally and irrevocably waived any and all pre-emption rights, rights of first offer, rights of first refusal, rights of participation, tag-along rights and all other similar rights that such Company Support Stockholder may have in respect of the Transactions. Each Company Support Stockholder also agreed not to transfer their Subject Stock during the period from and including the date of the Company Support Agreement and the first to occur of the date of Closing or the date on which the Company Support Agreement is terminated, subject to certain customary exceptions. A copy of the form of the Company Support Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Lock-Up Agreements
Simultaneously with the execution of the Business Combination Agreement, certain stockholders of Abra (the “Lock-Up Holders”) entered into lock-up agreements (each, a “Lock-Up Agreement”), pursuant to which each Lock-Up Holder agreed not to (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of SPAC Common Stock to be received by such Lock-Up Holder in the Transactions, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of SPAC Common Stock, or (iii) publicly disclose the intention to do any of the foregoing, for a period commencing from the Closing and ending on the date that is eighteen (18) months after the Closing (subject to early release on the earlier upon (x) the date on which the volume-weighted average trading price of Pubco Class A Shares quoted on Nasdaq (or such other exchange on which the Pubco Class A Shares may then be listed) is greater than or equal to $12.50 for any 10 trading days within any 20 trading day period beginning after the Closing and (y) subsequent to the Closing, the date on which SPAC consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of SPAC Common Stock for cash, securities, or other property), subject to certain customary transfer exceptions. A copy of the form of the Lock-Up Agreement is attached as Exhibit 10.2 hereto and is incorporated herein by reference.
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Sponsor Support Agreement
Simultaneously with the execution of the Business Combination Agreement, SPAC, Abra and New Providence Holdings III, LLC (the “Sponsor”), entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things, to (A) waive its anti-dilution rights with respect to the Class B ordinary shares of SPAC (the “Founder Shares”) held by the Sponsor; and (B) vote all of the SPAC’s ordinary shares held by it in favor of (i) the Business Combination Agreement and the Transactions (ii) each other proposal included in the proxy statement for the SPAC Special Meeting and for which SPAC’s board of directors has recommended that the SPAC shareholders vote in favor and against any competing transaction. In addition to the foregoing, the Sponsor Support Agreement prevents transfers of the securities of SPAC held by the Sponsor between the date of the Sponsor Support Agreement and its termination, subject to certain limited exceptions. Additionally, the Sponsor agreed to amend the insider letter, which was entered into in connection with the SPAC’s initial public offering (the “Insider Letter”), as follows:
With respect to 50% of the Founder Shares (the “UnlockedFounder Shares”):
(a) If the Net Cash Proceeds upon the Closing are less than $75 million, the Unlocked Founder Shares shall be subject to Lock-Up (as defined in the Insider Letter) for a period of 180 days following the Closing;
(b) If the Net Cash Proceeds are equal to or greater than $75 million, but less than $100 million, the Unlocked Founder Shares shall be subject to Lock-Up (as defined in the Insider Letter) for a period of 90 days following the Closing;
(c) If the Net Cash Proceeds are equal to or greater than $100 million, the Unlocked Founder Shares shall not be subject to Lock-Up (as defined in the Insider Letter) and will be freely tradeable upon the Closing (subject to any restrictions imposed by the Securities Act).
With respect to the remaining 50% of the Founder Shares, such Founder Shares shall be subject to a lock-up period of eighteen (18) months from the Closing (the “Lock-UpPeriod”), provided, that such Founder Shares will released from Lock-Up (as defined in the Insider Letter), during the Lock-Up Period, the volume-weighted average price of SPAC’s common stock is equal to or greater than $12.50 for 10 trading days in any 20-trading day period.
A copy of the Sponsor Support Agreement is attached as Exhibit 10.3 hereto and is incorporated herein by reference.
Non-Competition and Non-Solicitation Agreement
Simultaneously with the execution and delivery of the Business Combination Agreement, Mr. Barhydt, the Chief Executive Officer of Abra (the “Non-Compete Party”), entered into a Non-Competition and Non-Solicitation Agreement (the “Non-Competition Agreement”) in favor of SPAC and its subsidiaries (the “Covered Parties”), pursuant to which the Non-Compete Party will agree for a period of 2 years after the Closing not to compete with the Covered Parties and not to solicit the employees and customers of the Covered Parties. The Non-Compete Party also agreed not to disparage the Covered Parties and to customary confidentiality requirements. A copy of the form of the Non-Competition Agreement is attached as Exhibit 10.4 hereto and is incorporated herein by reference.
Amended and Restated Registration RightsAgreement
Prior to the Closing, SPAC, the Sponsor and certain stockholders of Abra will enter into an amended and restated registration rights agreement (the “AmendedRegistration Rights Agreement”) that will amend and restate the registration rights agreement entered into at the time of SPAC’s initial public offering, pursuant to which such stockholders of the Company, along with certain existing shareholders of SPAC, will be entitled to customary demand and piggyback registration rights. A copy of the form of Amended Registration Rights Agreement is attached as Exhibit 10.5 hereto and is incorporated herein by reference.
The Business CombinationAgreement and other agreements described above have been included to provide investors with information regarding their respective terms.They are not intended to provide any other factual information about SPAC, Abra, or the other parties thereto. Inparticular, the assertions embodied in the representations and warranties in the Business Combination Agreement were made as of a specifieddate, are modified or qualified by information in one or more confidential disclosure schedules prepared in connection with the executionand delivery of the Business Combination Agreement, may be subject to a contractual standard of materiality different from what mightbe viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representationsand warranties in the Business Combination Agreement are not necessarily characterizations of the actual state of facts about SPAC, Abraor the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other informationthat SPAC makes publicly available in reports, statements and other documents filed with the SEC. SPAC and Abra investors and securityholdersare not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties,covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party tothe Business Combination Agreement.
Theforegoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualifiedin their entirety by reference to the Business Combination Agreement, form of Company Support Agreement, form of Lock-Up Agreement, SponsorSupport Agreement, Non-Competition Agreement and form of Amended Registration Rights Agreement,copies of which are filed with this Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and theterms of which are incorporated by reference herein.
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Item 7.01 Regulation FD Disclosure.
On March 16, 2026, SPAC and Abra issued a press release announcing the Transactions. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated March 2026.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SPAC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Additional Information and Where to FindIt
In connection with the Transactions, SPAC and Abra intend to file the Registration Statement with the SEC, which will include a definitive proxy statement to SPAC shareholders in connection with SPAC’s solicitations of proxies from its shareholders with respect to the Transactions and other matters to be described in the Registration Statement, and a prospectus relating to the offer of the securities to be issued in connection with the Transactions. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of SPAC as of a record date to be established for voting on the Transactions and will contain important information about the Transactions and related matters. Shareholders of SPAC and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about SPAC, Abra and the Transactions. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Transactions, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: New Providence Acquisition Corp. III, 401 S County Road #2588, Palm Beach, FL 33480, Attn: Leo Valentine, Chief Financial Officer. The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K in each case is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
Participants in Solicitation
SPAC, Abra and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of SPAC’s shareholders in connection with the Transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of SPAC’s directors and officers in SPAC’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to SPAC’s shareholders in connection with the Transactions will be set forth in the proxy statement/prospectus for the Transactions when available. Information concerning the interests of SPAC’s and Abra’s participants in the solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the proxy statement/prospectus relating to the Transactions when it becomes available.
This Current Report on Form 8-K is not a substitute for the Registration Statement or for any other document that SPAC and Abra may file with the SEC in connection with the Transactions. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties and the Transactions (which include, but are not limited to, Abra management forecasts). SPAC’s and/or Abra’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. For example, statements concerning expectations related to and potential benefits of the proposed business combination and related transactions, Abra’s business plans, projections of Abra’s future financial performance, and other estimates and forecasts concerning key performance metrics, milestones, and market opportunity are forward-looking statements. No representations or warranties, express or implied are given in, or in respect of, this Current Report on Form 8-K. These forward-looking statements generally are identified by the words “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” and similar expressions.
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These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of Abra and SPAC and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the Transactions not being completed in a timely manner or not being completed by SPAC’s business combination deadline; (3) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Transactions and definitive agreements with respect thereto; (4) the inability to complete the Transactions, including due to failure to obtain approval of the shareholders of Abra and SPAC or other conditions to Closing; (5) the inability to obtain or maintain the listing of the public company’s shares on Nasdaq or another national securities exchange following the Transactions; (6) the ability of SPAC to remain current with its SEC filings; (7) the risk that the Transactions disrupts SPAC’s and/or Abra’s current plans and operations as a result of the announcement and consummation of the Transactions; (8) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of SPAC and Abra after the Closing to grow, manage growth and retain its key employees; (9) costs related to the Transactions and as a result of becoming a public company that may be higher than currently anticipated; (10) regulatory uncertainty regarding digital assets and digital asset-based products and services in various jurisdictions; (11) changes in business, market, financial, political and regulatory conditions; (12) Abra’s anticipated operations and business, including risks related to the highly volatile nature of the prices of digital assets, market liquidity and the demand for digitals assets generally; (13) the go-forward public company’s trading prices and other performance indicators will be highly correlated to the value of other digital assets and the price of digital assets may decrease between the signing of the definitive documents for the Transactions and the closing of the Transactions or at any time after the closing of the Transactions; (14) increased competition in the industries in which the go-forward public company will operate; (15) treatment of crypto assets for U.S. and foreign securities laws and tax purposes; (16) the inability of Abra to implement business plans, forecasts, and other expectations after consummation of the Transactions; (17) the risk that additional financing in connection with the Transactions, or additional capital needed following the Transactions to support Abra’s business or operations, may not be raised on favorable terms or at all; (18) the evolution of the markets in which Abra competes; (19) the ability of Abra to implement its strategic initiatives and continue to innovate its existing products and services; (20) the level of redemptions of SPAC’s public shareholders; (21) being considered to be a “shell company” by the securities exchange on which SPAC’s common stock will be listed or by the Securities and Exchange Commission (the “SEC”), which may impact the ability to list SPAC’s common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; (22) trading price and volume of SPAC’s common stock may be volatile following the Transactions and an active trading market may not develop; (23) SPAC shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities in SPAC; (24) investors may experience immediate and material dilution upon Closing as a result of the Founder Shares held by the Sponsor, since the value of the Founder Shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of SPAC common stock at such time is substantially less than the price per share paid by investors; (25) conflicts of interest that may arise from investment and transaction opportunities involving the Company, its affiliates and other investors and clients; (26) digital assets’ trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (27) the custody of Abra’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause Abra to lose some or all of its digital assets; (28) aspects of Abra’s business involve novel products, cryptocurrencies and tokens, which may not be attractive in the marketplace, once available, or may take longer to develop, implement and become widely adopted, or may face regulatory or other challenges (foreseen or unforeseen) that are greater or more challenging to resolve than Abra management currently anticipates; (29) a security breach or cyber-attack and unauthorized parties obtain access to digital assets held by Abra, Abra may lose some or all of its digital assets temporarily or permanently and its financial condition and results of operations could be materially adversely affected; (30) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value or price of digital assets utilized in Abra’s business and adversely affect Abra’s business; (31) risks related to staking, yield and lending products; (32) risks related to stablecoins such as depegging; (33) potential regulatory classification of digital assets applicable to Abra’s business as securities could lead to Abra’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of digital assets and the market price of the go-forward public company’s listed securities or impact the parties’ ability to consummate the Transactions and the go-forward public company’s ability to continue or scale Abra’s operations following the Closing; and (34) other risks and uncertainties included in (x) the “Risk Factors” sections of SPAC’s final prospectus in connection with its initial public offering, filed with the SEC on April 24, 2025 (the “IPO Prospectus”) and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by SPAC and/or Abra, including in connection with the Transactions.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the IPO Prospectus and the Registration Statement referenced above, when available, and other documents filed by SPAC and Abra from time to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither SPAC nor Abra presently knows, or that SPAC and/or Abra currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this Current Report on Form 8-K. Past performance by SPAC’s or Abra’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of SPAC’s or Abra’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that SPAC or Abra will, or may, generate going forward. Neither SPAC nor Abra undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this Current Report on Form 8-K, except as required by applicable law.
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Item 9.01 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: March 16, 2026
| New Providence Acquisition Corp. III | |
|---|---|
| By: | /s/ Alexander Coleman |
| Name: | Alexander Coleman |
| Title: | Co-Chief Executive Officer |
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Exhibit 2.1
Execution Version
Certain personally identifiable informationhas been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.
BUSINESS COMBINATION AGREEMENT
by and among
New Providence Acquisition Corp. III,
as SPAC,
Aether Merger Sub I Corp.,
as Merger Sub,
and
Abra Financial Holdings, Inc.,
as the Company
Dated as of March 16, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| ARTICLE | |
| I. MERGER | 3 |
| 1.1.The Merger | 3 |
| 1.2. Effective Time | 3 |
| 1.3. Effect of the Merger | 3 |
| 1.4. Governing Documents | 3 |
| 1.5. Directors and Officers of the Surviving Subsidiary | 3 |
| 1.6. Domestication of SPAC | 3 |
| 1.7. Merger Consideration | 4 |
| 1.8. Effect of Merger on Issued Securities of the Company and Merger Sub | 4 |
| 1.9. Tax Consequences | 5 |
| 1.10. Transfer Agent Matters | 5 |
| 1.11. Closing Consideration Spreadsheet | 5 |
| 1.12. Taking of Necessary Action; Further Action | 6 |
| 1.13. Withholding | 6 |
| II. CLOSING | 6 |
| 2.1. Closing | 6 |
| III. REPRESENTATIONS AND WARRANTIES OF SPAC | 7 |
| 3.1. Organization and Standing | 7 |
| 3.2. Authorization; Binding Agreement | 7 |
| 3.3. Governmental Approvals | 8 |
| 3.4. Non-Contravention | 8 |
| 3.5. Capitalization | 8 |
| 3.6. SEC Filings and SPAC Financials | 9 |
| 3.7. Absence of Certain Changes | 10 |
| 3.8. Compliance with Laws | 10 |
| 3.9. Actions; Orders; Permits | 10 |
| 3.10. Taxes and Returns | 11 |
| 3.11. Employees and Employee Benefit Plans | 11 |
| 3.12. Properties | 12 |
| 3.13. Material Contracts | 12 |
| 3.14. Transactions with Affiliates | 12 |
| 3.15. Merger Sub Activities | 12 |
| 3.16. Investment Company Act | 12 |
| 3.17. Finders and Brokers | 12 |
| 3.18. Certain Business Practices | 13 |
| 3.19. SPAC Trust Account | 13 |
| 3.20. Exclusivity of Representations | 14 |
| 3.21. Information Supplied | 14 |
| V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY | |
| 4.1. Organization and Standing | 15 |
| 4.2. Authorization; Binding Agreement | 15 |
| 4.3. Capitalization | 16 |
| 4.4. Subsidiaries | 17 |
| 4.5. Governmental Approvals | 17 |
| 4.6. Non-Contravention | 17 |
| 4.7. Financial Statements | 18 |
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| 4.8. Absence of Certain Changes | 19 |
|---|---|
| 4.9. Compliance with Laws | 19 |
| 4.10. Company Permits | 19 |
| 4.11. Litigation | 19 |
| 4.12. Material Contracts | 19 |
| 4.13. Intellectual Property | 22 |
| 4.14. Taxes and Returns | 23 |
| 4.15. Real Property | 24 |
| 4.16. Title to and Sufficiency of Assets | 24 |
| 4.17. Employee Matters | 24 |
| 4.18. Benefit Plans | 26 |
| 4.19. Environmental Matters | 28 |
| 4.20. Transactions with Related Persons | 28 |
| 4.21. Insurance | 29 |
| 4.22. Books and Records | 29 |
| 4.23. Top Customers and Suppliers | 29 |
| 4.24 Certain Business Practices | 30 |
| 4.25 Privacy and Data Security | 30 |
| 4.26. Investment Company Act | 31 |
| 4.27. Advisory Regulatory Matters | 31 |
| 4.28. Advisory Agreements | 34 |
| 4.29. Compliance Matters | 35 |
| 4.30. Certain Private Fund Matters | 36 |
| 4.31. F Reorganization | 37 |
| 4.32. Finders and Brokers | 37 |
| 4.33. Exclusivity of Representations | 37 |
| 4.34. Information Supplied | 38 |
| V. COVENANTS | 38 |
| 5.1. Access and Information | 38 |
| 5.2. Conduct of Business of the Company | 39 |
| 5.3. Conduct of Business of SPAC | 42 |
| 5.4. Additional Financial Information | 44 |
| 5.5. SPAC Public Filings | 44 |
| 5.6. No Solicitation | 44 |
| 5.7. No Trading | 46 |
| 5.8. Notification of Certain Matters | 46 |
| 5.9. Efforts | 46 |
| 5.10. Tax Matters | 48 |
| 5.11. Further Assurances | 48 |
| 5.12. The Registration Statement | 49 |
| 5.13. Company Stockholder Approval | 50 |
| 5.14. Public Announcements | 50 |
| 5.15. Confidential Information | 51 |
| 5.16. Documents and Information | 52 |
| 5.17. Post-Closing Board of Directors and Executive Officers | 52 |
| 5.18. Indemnification of Officers and Directors; Tail Insurance | 53 |
| 5.19. Trust Account Proceeds | 54 |
| 5.20. Transaction Financing | 54 |
| 5.21. 280G Stockholder Approval | 54 |
| 5.22. Trademark Assignment | 54 |
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| 5.225.23. Cyber Insurance Policy | 54 |
|---|---|
| 5.24. Cyber Insurance Policy | 55 |
| 5.25. Plutus Securities | 55 |
| VII. CLOSING CONDITIONS | |
| 6.1. Conditions of Each Party’s Obligations | 55 |
| 6.2. Conditions to Obligations of the Company | 55 |
| 6.3. Conditions to Obligations of SPAC | 57 |
| 6.4. Frustration of Conditions | 59 |
| VIII. TERMINATION AND EXPENSES | 59 |
| 7.1. Termination | 59 |
| 7.2. Effect of Termination | 60 |
| 7.3. Fees and Expenses | 61 |
| IX. WAIVERS AND RELEASES | 61 |
| 8.1. Waiver of Claims Against Trust | 61 |
| X. MISCELLANEOUS | 62 |
| 9.1. Notices | 62 |
| 9.2. Binding Effect; Assignment | 62 |
| 9.3. Third Parties | 62 |
| 9.4. Governing Law; Jurisdiction | 62 |
| 9.5. WAIVER OF JURY TRIAL | 64 |
| 9.6. Specific Performance | 64 |
| 9.7. Severability | 64 |
| 9.8. Amendment | 64 |
| 9.9. Waiver | 64 |
| 9.10. Entire Agreement | 65 |
| 9.11. Interpretation | 65 |
| 9.12. Counterparts | 66 |
| 9.13. Legal Representation | 66 |
| XI DEFINITIONS | 66 |
| 10.1. Certain Definitions | 66 |
| 10.2. Section References | 78 |
| INDEX OF EXHIBITS | |
| --- | --- |
| Exhibit | Description |
| Exhibit A | Form of Company Support Agreement |
| Exhibit B | Form of Lock-Up Agreement |
| Exhibit C | Form of Sponsor Support Agreement |
| Exhibit D | Form of Non-Competition and Non-Solicitation Agreement |
| Exhibit E | Form of Amended Registration Rights Agreement |
| Exhibit F | FIRPTA Certificate |
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BUSINESS COMBINATION AGREEMENT
This Business Combination Agreement (this “Agreement”) is made and entered into as of March 16, 2026 by and among (i) New ProvidenceAcquisition Corp. III, a Cayman Islands exempted company, (“SPAC”), (ii) Aether Merger SubI Corp., a Delaware corporation and a wholly-owned subsidiary of SPAC (“Merger Sub”), and (iii) AbraFinancial Holdings, Inc., a Delaware corporation (together with its successors, the “Company”). SPAC, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
RECITALS:
A. The Company is in the business of wealth management within the digital asset space (the “Company Business”);
B. SPAC is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, amalgamation share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities and SPAC owns all of the issued and outstanding capital stock of Merger Sub, which was formed for the sole purpose of the Merger (as defined below);
C. On December 22, 2025, the Company and Plutus Financial Holdings, Inc. (“Plutus”) entered into a series of related transactions that are collectively intended to qualify as a reorganization pursuant to Section 368(a)(1)(F) of the Code (the “FReorganization”) in accordance with the F Reorganization Documents (as defined below), pursuant to which (i) substantially all of the assets and liabilities of Plutus and its subsidiaries were assigned to and assumed by the Company and (ii) all shares of capital stock of the Company were distributed by a dividend to Plutus’ stockholders on a pro rata basis, all in accordance with the Organizational Documents of Plutus (the “Plutus-Company Distribution”);
D. Prior to the consummation of the Merger (as defined herein), SPAC shall de-register from the Register of Companies of the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) and the applicable provisions of the Delaware General Corporation Law (as amended, the “DGCL”);
E. Upon the terms and subject to the conditions set forth herein, the Parties desire and intend to effect a business combination transaction pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”), as a result of which each issued and outstanding security of the Company immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of the Company shall receive shares of common stock of the SPAC;
F. The boards of directors of SPAC and Merger Sub have each (i) determined that the Merger is fair, advisable and in the best interests of their respective companies and stockholders or shareholders (as relevant), (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, and (iii) determined to recommend to their respective stockholders, shareholders or class of stockholders or shareholders (as relevant) the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger (in case of the recommendation of the board of directors of SPAC, the “SPACBoard Recommendation”);
G. The board of directors of the Company has unanimously (i) determined that the Merger is fair, advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) determined to recommend to its members the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger;
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H. Contemporaneously with the execution and delivery of this Agreement, SPAC has received voting and support agreements in the form attached as Exhibit A hereto (collectively, the “Company Support Agreements”) signed by the Company and the Company Stockholders listed on Schedule A hereto with respect to the Company Stock (as defined herein) held by them sufficient to approve the adoption of this Agreement and approve the Merger and the other transactions contemplated by this Agreement;
I. Contemporaneously with the execution and delivery of this Agreement, Lock-Up Stockholders have each entered into a Lock-Up Agreement with SPAC, the form of which is attached as Exhibit B hereto (each, a “Lock-Up Agreement”);
J. Simultaneously with the execution and delivery of this Agreement, SPAC, the Company, the Sponsor, SPAC’s directors and officers (and for certain sections of the Sponsor Support Agreement, the IPO Underwriter) have entered into a support agreement, a copy of which is attached as Exhibit C hereto (the “Sponsor Support Agreement”), pursuant to which the Sponsor and such other holders agreed to (i) vote in favor of, take all actions necessary to consummate and otherwise support, the Transactions, (ii) waive any anti-dilution or similar protection with respect to any Founder Shares, and (iii) enter into an amendment to the Insider Letter Agreement (the “InsiderLetter Amendment”), pursuant to which, among other matters, effective as of the Closing and subject to certain conditions thereto, certain lockup provisions of the Insider Letter Agreement shall be amended;
K. Contemporaneously with the execution and delivery of this Agreement, SPAC and the Company have entered into a Non-Competition and Non-Solicitation Agreement in favor of SPAC and the Company with William Barhydt, the form of which is attached as Exhibit D hereto (collectively, the “Non-CompetitionAgreements”), which will be effective as of Closing and will provide for a restricted period from the Closing until the second anniversary of the Closing Date;
L. Contemporaneously with the Closing, SPAC, the Sponsor and certain Company Stockholders to be mutually agreed by the Company and SPAC, will execute and deliver an amendment and restatement of the Founder Registration Rights Agreement, the form of which is attached as Exhibit E hereto (the “Amended Registration Rights Agreement”);
M. Promptly following the date hereof, SPAC intends to enter into employment agreement with (i) William Barhydt and (ii) a chief financial officer of the Company (the “Employment Agreements”), in each case to be effective as of Closing;
N. The Parties intend that (i) the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code (as defined herein) and (ii) each of the Domestication and the Plutus-Company Distribution will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code; and
O. Certain capitalized terms used herein are defined in Article X hereof.
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NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereto agree as follows:
Article I
MERGER
1.1 The Merger. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, in accordance with the applicable provisions of the DGCL, and following the Domestication, Merger Sub and the Company shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into the Company, following which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “Surviving Subsidiary” (provided that references to the Company for periods after the Effective Time shall include the Surviving Subsidiary).
1.2 Effective Time. The Parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger for the merger of Merger Sub with and into the Company (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the time of such filing, or such later time as may be specified in the Certificate of Merger, being the “Effective Time”).
1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL and other applicable Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, agreements, privileges, powers and franchises of Merger Sub shall vest in Surviving Subsidiary, and all debts, liabilities, obligations and duties of Merger Sub shall become the debts, liabilities, obligations and duties of Surviving Subsidiary, including in each case the rights and obligations of each such Party under this Agreement and the Ancillary Documents from and after the Effective Time.
1.4 Governing Documents. The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety to read in the form of the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Subsidiary shall be “Abra Financial Holdings, Inc.”, and the incorporator provision shall be deleted, as so amended and restated, shall be the certificate of incorporation of the Surviving Subsidiary until duly amended in accordance with the terms thereof and the DGCL. The Bylaws of the Company as in effect immediately prior to the Effective Time shall be amended at the Effective Time to read in its entirety as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Subsidiary shall be “Abra Financial Holdings, Inc.”, until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Subsidiary and applicable Law.
1.5 Directors and Officers of the Surviving Subsidiary. At the Effective Time, the executive officers of the Surviving Subsidiary shall be the executive officers of the Company immediately prior to the Closing, each to hold office in accordance with the Organizational Documents of the Surviving Subsidiary until their successors are duly elected or appointed and qualified or their earlier death, resignation, or removal.
1.6 Domestication of SPAC. Prior to the Effective Time, SPAC shall deregister from the Registrar of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to Part 12 of the Companies Act and the applicable provisions of the DGCL (the “Domestication”), and subject to the receipt of the approval by way of special resolution passed by the holders of SPAC Class B Ordinary Shares entitled to vote thereon in accordance with the SPAC Organizational Documents to the Domestication and its terms, the SPAC shall adopt certain Organizational Documents for a Delaware corporation in a form to be mutually agreed upon by the SPAC and the Company (the “Amended OrganizationalDocuments”). In connection with the Domestication, all of the issued and outstanding SPAC Securities shall be exchanged for or converted into substantially identical securities of SPAC as a Delaware corporation. For the avoidance of doubt, the Domestication is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. The Parties adopt this Agreement and any documents executed in connection with the Domestication as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
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1.7 Merger Consideration. The aggregate consideration to be paid to Company Security Holders as of the Effective Time pursuant to the Merger shall consist of a number of newly issued securities of SPAC determined as follows: Seven Hundred and Fifty Million U.S. Dollars ($750,000,000) divided by the Redemption Price (the “Merger Consideration”), with each Company Stockholder receiving, for each share of Company Common Stock held (but excluding any Company Securities described in Section 1.8(b)), a number of shares of SPAC Common Stock equal to the Exchange Ratio (the total portion of the Merger Consideration amount payable to all Company Stockholders (but excluding holders of Company Options) in accordance with this Agreement is also referred to herein as the “StockholderMerger Consideration”).
1.8 Effect of Merger on Issued Securities of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of any Company Securities or the holders of any shares of capital stock of SPAC or Merger Sub:
(a) CompanyStock. At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Excluded Securities described in Section 1.8(b) below) will be cancelled and cease to exist in exchange for the right to receive a number of shares of SPAC Common Stock equal to the Exchange Ratio as described in Section 1.7. As of the Effective Time, each holder of Company Stock shall cease to have any other rights with respect to the Company Stock, except as otherwise required under applicable Law.
(b) TreasuryStock. At the Effective Time, if there are any Company Securities of the Company that are owned by the Company in treasury or any Company Securities of the Company owned by any direct or indirect Subsidiary of the Company immediately prior to the Effective Time, such Company Securities (collectively, the “Excluded Securities”) shall be canceled and shall cease to exist without any conversion thereof or payment therefor.
(c) CompanyOptions. Each outstanding Company Option (whether vested or unvested) shall be assumed by SPAC and automatically converted into an option for shares of SPAC Common Stock (each, an “Assumed Option”). Subject to the subsequent sentence, each Assumed Option will be subject to the terms and conditions set forth in the Company Equity Plan (except any references therein to the Company or Company Common Stock will instead mean SPAC and SPAC Common Stock, respectively). Each Assumed Option shall: (i) have the right to acquire a number of shares of SPAC Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Company Common Stock which the Company Option had the right to acquire immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio; (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Company Option (in U.S. Dollars), divided by (B) the Exchange Ratio; and (iii) be subject to the same terms, conditions, vesting schedule and other provisions as the applicable Company Option. The per share exercise price and the number of shares of SPAC Common Stock purchasable pursuant to each Assumed Option shall be determined in a manner consistent with the requirements of Sections 409A and 424 of the Code, as applicable. SPAC shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Assumed Options remain outstanding, a sufficient number of shares of SPAC Common Stock for delivery upon the exercise of such Assumed Option. From and after the Closing, the Company and SPAC shall not issue any new awards under the Company Equity Plan.
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(d) MergerSub Shares. At the Effective Time, all shares of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into an equal amount of shares of common stock of the Surviving Subsidiary, with the same rights, powers and privileges as the shares so converted and shall constitute the only shares of capital stock in the Surviving Subsidiary.
1.9 Tax Consequences. For federal income tax purposes, (i) the Merger is intended to constitute a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code and (ii), with respect to the Merger, the Parties adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. For federal income tax purposes, (i) the Domestication is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and (ii), with respect to the Domestication, the SPAC hereby adopts this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
1.10 Transfer Agent Matters.
(a) Appointment of Transfer Agent. At least three Business Days prior to the Closing Date, SPAC shall appoint a transfer agent reasonably acceptable to the Company (the “Transfer Agent”) (it being understood and agreed that Continental Stock Transfer & Trust Company, or any of its Affiliates, shall be deemed to be acceptable to the Company) for the purposes of issuing the Stockholder Merger Consideration to the Company Stockholders pursuant to Section 1.7. The Company shall, and shall cause its Representatives to, reasonably cooperate with the Transfer Agent in connection with the covenants and agreements in this Section 1.10, including the provision of any information, or the entry into any agreements or documentation, necessary or advisable, as reasonably determined by the Company and SPAC, or otherwise required by the Transfer Agent to fulfill its duties as the Transfer Agent in connection with the Transactions.
(b) Transfer Agent Procedures. At the Effective Time, SPAC shall, or shall cause the Transfer Agent to, issue the Stockholder Merger Consideration to the record holders of Company Common Stock entitled to receive a portion of the Stockholder Merger Consideration in book-entry form. All SPAC Common Stock issued in accordance with this Section 1.10(b) shall be deemed to have been issued in full satisfaction of all rights pertaining to the Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Subsidiary of the Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, shares of Company Common Stock are presented to SPAC or the Surviving Subsidiary for any reason, they shall be cancelled and exchanged as provided in this Section 1.10(b).
1.11 Closing Consideration Spreadsheet.
(a) At least three (3) Business Days prior to the Closing, the Company shall deliver to SPAC a spreadsheet (the “Closing ConsiderationSpreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Effective Time:
(i) the name and address of record of each Company Stockholder and the number of shares of Company Common Stock held by such Company Stockholder;
(ii) the names of record of each holder of Company Options, and the exercise price, number and series or class of shares of Company Common Stock issuable pursuant to each of the Company Options held by such holder (including, in the case of unvested Company Options, the vesting schedule, vesting commencement date, and date fully vested);
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(iii) detailed calculations of each of the following (in each case, determined without regard to withholding):
(A) The number of Fully-Diluted Company Shares;
(B) The Exchange Ratio;
(C) The number of shares subject to the aggregate Merger Consideration;
(D) for each Assumed Option, the exercise price therefor and the number of shares of SPAC Common Stock subject to such Assumed Option; and
The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by SPAC. The parties hereto agree that SPAC and Transfer Agent shall be entitled to rely on the Closing Consideration Spreadsheet in issuing SPAC Common Stock in accordance with this Article I.
1.12 Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest Surviving Subsidiary with full right, title and possession to all assets, property, rights, agreements, privileges, powers and franchises of Merger Sub, the then current officers and directors of Surviving Subsidiary and SPAC shall take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
1.13 Withholding. Notwithstanding any other provision to this Agreement, SPAC, the Transfer Agent and the Company, as applicable, shall be entitled (i) to deduct and withhold from any amount payable pursuant to this Agreement such Taxes that are required to be deducted and withheld from such amounts under the Code or any other applicable Law (as reasonably determined by SPAC, the Transfer Agent or the Company, respectively), and (ii) to collect any necessary Tax forms, including IRS Forms W-8 or W-9, as applicable, or any similar information, from any other recipients of payments hereunder. To the extent that any amounts are so deducted and withheld, such deducted and withheld amounts shall be (i) timely remitted to the appropriate Governmental Authority and (ii) treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. If a portion of the SPAC Common Stock otherwise deliverable to a Person is withheld hereunder, the relevant withholding party shall be treated as having sold such SPAC Common Stock on behalf of such Person for an amount of cash equal to the fair market value thereof at the time of the required withholding (which fair market value shall be deemed to be the closing price of shares of SPAC Common Stock on the Nasdaq on the Closing Date) and having paid such cash proceeds to the appropriate Governmental Authority.
Article II
CLOSING
2.1 Closing. Subject to the satisfaction or waiver of the conditions set forth in Article VI, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Ellenoff Grossman & Schole, LLP (“EGS”), counsel to SPAC, 1345 Avenue of the Americas, New York, NY 10105, on a date and at a time to be agreed upon by SPAC and the Company, which date shall be no later than the third (3^rd^) Business Day after all the Closing conditions to this Agreement have been satisfied or waived, or at such other date, time or place (including remotely) as SPAC and the Company may agree (the date and time at which the Closing is actually held being the “Closing Date”).
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Article III
REPRESENTATIONS AND WARRANTIES OF SPAC
Except as set forth in (i) the disclosure schedules delivered by SPAC to the Company on the date hereof (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (ii) the SEC Reports that are available on the SEC’s website through EDGAR, SPAC represents and warrants to the Company, as follows:
3.1 Organization and Standing. SPAC is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the state of Delaware. Each of SPAC and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of SPAC and Merger Sub is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing can be cured without material cost or expense. SPAC and Merger Sub have heretofore made available to the Company accurate and complete copies of their respective Organizational Documents, as currently in effect. Neither SPAC nor Merger Sub is in violation of any provision of its respective Organizational Documents in any material respect.
3.2 Authorization; Binding Agreement. Each of SPAC and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which SPAC is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of SPAC and (b) other than the Required SPAC Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of SPAC or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other organizational action and no other corporate or organizational actions or proceedings, other than as set forth elsewhere in the Agreement, on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which Merger Sub is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which SPAC or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by SPAC or Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of SPAC or Merger Sub, enforceable against SPAC or Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).
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3.3 Governmental Approvals. Except as otherwise described on Schedule 3.3, no Consent of any Governmental Authority, on the part of SPAC or Merger Sub is required to be obtained or made in connection with the execution, delivery or performance by SPAC or Merger Sub of this Agreement and each Ancillary Document to which it is a party or the consummation by SPAC or Merger Sub of the transactions contemplated hereby and thereby, other than (a) pursuant to Antitrust Laws, (b) such filings as contemplated by this Agreement, (c) any filings required with Nasdaq or the SEC with respect to the transactions contemplated by this Agreement, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder and (e) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on SPAC or Merger Sub.
3.4 Non-Contravention. Except as otherwise described on Schedule 3.4, the execution and delivery by SPAC or Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by SPAC or Merger Sub of the transactions contemplated hereby and thereby, and compliance by SPAC or Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of SPAC’s or Merger Sub’s Organizational Documents, (b) contravene or conflict with or constitute a violation of any provisions of Law or Order binding upon or applicable to SPAC or Merger Sub, (c) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to SPAC or Merger Sub or any of their properties or assets, or (d) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by SPAC or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of SPAC or Merger Sub under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any SPAC Material Contract, except for any deviations from any of the foregoing clauses (c) or (d) that would not reasonably be expected to have a Material Adverse Effect on SPAC or Merger Sub.
3.5 Capitalization.
(a) SPAC’s authorized share capital is $55,500, comprised of: (i) 550,000,000 SPAC Ordinary Shares, consisting of 500,000,000 SPAC Class A Ordinary Shares, of which 30,887,075 SPAC Class A Ordinary Shares are issued and outstanding as of the date of this Agreement, and 50,000,000 SPAC Class B Ordinary Shares, of which 7,503,750 SPAC Class B Ordinary Shares are issued and outstanding as of the date of this Agreement, and (ii) 5,000,000 SPAC Preference Shares, of which no shares are issued and outstanding as of the date of this Agreement. All issued and outstanding SPAC Securities are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Companies Act, SPAC’s Organizational Documents or any Contract to which SPAC is a party. None of the issued and outstanding SPAC Securities has been issued in violation of any applicable securities Laws. Prior to giving effect to the Merger, Merger Sub is authorized to issue 1,000 shares of Merger Sub Common Stock, all of which are issued and outstanding, and all of which are owned by SPAC. Prior to giving effect to the Merger, other than Merger Sub, SPAC does not have, and has not had, any Subsidiaries or owned any equity interests in any other Person.
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(b) Except as set forth on Schedule 3.5(a) or Schedule 3.5(b), there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued shares of SPAC or (B) obligating SPAC to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for such shares, or (C) obligating SPAC to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of SPAC to repurchase, redeem or otherwise acquire any shares of SPAC or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth on Schedule 3.5(b), there are no shareholders agreements, voting trusts or other agreements or understandings to which SPAC is a party with respect to the voting of any shares of SPAC.
(c) All Indebtedness of SPAC as of the date of this Agreement is disclosed on Schedule 3.5(c). No Indebtedness of SPAC contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by SPAC or (iii) the ability of SPAC to grant any Lien on its properties or assets.
3.6 SEC Filings and SPAC Financials**.**
(a) SPAC, since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by SPAC with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement and SPAC has not taken any action prohibited by Section 402 of SOX regarding this Section 3.6(a). Except to the extent available on the SEC’s web site through EDGAR, SPAC has delivered to the Company copies in the form filed with the SEC of all of the following: (i) SPAC’s annual reports on Form 10-K for each fiscal year of SPAC beginning with the first year SPAC was required to file such a form, (ii) SPAC’s quarterly reports on Form 10-Q for each fiscal quarter that SPAC filed such reports to disclose its quarterly financial results in each of the fiscal years of SPAC referred to in clause (i) above, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by SPAC with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through EDGAR, are, collectively, the “SECReports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “PublicCertifications”). As of their respective dates, the SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (A) SPAC Public Units, SPAC Class A Ordinary Shares, and SPAC Public Warrants are listed on Nasdaq, (B) SPAC has not received any written deficiency notice from Nasdaq relating to the continued listing requirements of such SPAC Securities, (C) there are no Actions pending or, to the Knowledge of SPAC, threatened against SPAC by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such SPAC Securities on Nasdaq and (D) such SPAC Securities are in compliance with all of the applicable corporate governance rules of Nasdaq.
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(b) SPAC maintains disclosure controls and procedures required by Rules 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning SPAC and other material information required to be disclosed by SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of SPAC’s SEC filings and other public disclosure documents.
(c) The financial statements and notes of SPAC contained or incorporated by reference in the SEC Reports (the “SPAC Financials”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of SPAC at the respective dates of and for the periods referred to in the SPAC Financials, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).
(d) Except to the extent reflected or reserved against in the SPAC Financials, SPAC has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected or reserved on or provided for in the SPAC Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since SPAC’s formation in the ordinary course of business. SPAC has no off-sheet balance sheet arrangements.
(e) There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC.
3.7 Absence of Certain Changes. As of the date of this Agreement, except as set forth on Schedule 3.7, SPAC has, (a) since its formation, conducted no business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of the Target Companies and the negotiation and execution of this Agreement) and related activities, (b) since September 30, 2025 through the date of this Agreement, (i) not been subject to a Material Adverse Effect and (ii) not taken any actions that would be prohibited pursuant to Section 5.3.
3.8 Compliance with Laws. SPAC is, and has since its formation been, in compliance with all Laws applicable to it and the conduct of its business except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on SPAC, and SPAC has not received written notice alleging any violation of applicable Law in any material respect by SPAC.
3.9 Actions; Orders; Permits. There is no pending or, to the Knowledge of SPAC, threatened material Action to which SPAC is subject which would reasonably be expected to have a Material Adverse Effect on SPAC. There is no material Action that SPAC has pending against any other Person. SPAC is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. SPAC holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on SPAC.
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3.10 Taxes and Returns.
(a) SPAC has timely filed, or caused to be timely filed, all income and other material Tax Returns required to be filed by it, which Tax Returns are accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in SPAC Financials have been established in accordance with GAAP.
(b) Schedule 3.10(b) sets forth each jurisdiction where SPAC files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against SPAC in respect of any Tax, and SPAC has not been notified in writing of any proposed Tax claims or assessments against SPAC (other than, in each case, claims or assessments for which adequate reserves in SPAC Financials have been established in accordance with GAAP or are immaterial in amount).
(c) There are no Liens with respect to any Taxes upon any of SPAC’s assets, other than Permitted Liens. SPAC has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by SPAC for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.
(d) Since the date of its incorporation, SPAC has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.
(e) SPAC does not have any Liability or potential Liability for the Taxes of another Person (other than a Subsidiary of the SPAC) that is not adequately reflected in the SPAC Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by Contract, indemnity or otherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). SPAC is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on SPAC with respect to any period following the Closing Date.
(f) SPAC has not been, is not, and immediately prior to the Effective Time will not be, treated as an “investment company” within the meaning of Section 368(a)(2)(F) of the Code.
(g) SPAC and its Subsidiaries have not taken any action, nor, to the Knowledge of SPAC, are there any facts or circumstances, in each case, that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code.
3.11 Employees and Employee Benefit Plans. SPAC does not (a) have, and has never had, any employees or individual independent contractors (including entities owned and operated by a single individual), or (b) maintain, sponsor, contribute to or otherwise have any Liability under any Benefit Plans.
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3.12 Properties. SPAC does not own, license or otherwise have any right, title or interest in any material Intellectual Property. SPAC does not own or lease any material real property or material Personal Property.
3.13 Material Contracts.
(a) Except as set forth on Schedule 3.13(a), other than this Agreement and the Ancillary Documents, there are no Contracts to which SPAC is a party or by which any of its properties or assets may be bound, subject or affected, which creates or imposes a Liability greater than $250,000 (each, a “SPAC Material Contract”). All SPAC Material Contracts have been made available to the Company other than those that are exhibits to the SEC Reports.
(b) With respect to each SPAC Material Contract: (i) the SPAC Material Contract was entered into at arms’ length and in the ordinary course of business, (ii) the SPAC Material Contract is legal, valid, binding and enforceable in all material respects against SPAC and, to the Knowledge of SPAC, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions), (iii) SPAC is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by SPAC, or permit termination or acceleration by the other party, under such SPAC Material Contract, and (iv) to the Knowledge of SPAC, no other party to any SPAC Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by SPAC under any SPAC Material Contract.
3.14 Transactions with Affiliates. Schedule 3.14 sets forth a true, correct and complete list of the Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between SPAC and any (a) present or former director, officer or employee or Affiliate of SPAC, or any immediate family member of any of the foregoing, or (b) record or beneficial owner of more than ten percent (10%) of SPAC’s outstanding share capital as of the date hereof.
3.15 Merger Sub Activities . Since its formation, Merger Sub has not engaged in any business activities other than as contemplated by this Agreement, does not own directly or indirectly any ownership, equity, profits or voting interest in any Person and has no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated by this Agreement, and, other than this Agreement and the Ancillary Documents to which it is a party, Merger Sub is not party to or bound by any Contract.
3.16 Investment Company Act. SPAC is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, or required to register as an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).
3.17 Finders and Brokers. Except as set forth on Schedule 3.17, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from SPAC, the Target Companies or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of SPAC.
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3.18 Certain Business Practices.
(a) Neither SPAC, nor, to the Knowledge of SPAC, any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law, (iii) made any other unlawful payment or (iv) since the formation of SPAC, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder SPAC or assist it in connection with any actual or proposed transaction.
(b) The operations of SPAC are and have been conducted at all times in material compliance with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving SPAC with respect to the any of the foregoing is pending or, to the Knowledge of SPAC, threatened.
(c) None of SPAC or any of its directors or officers, or, to the Knowledge of SPAC, any other Representative acting on behalf of SPAC is currently (i) identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. Department of State, or other applicable Governmental Authority; (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country; or (iii) in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and SPAC has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC or the U.S. Department of State in the last five (5) fiscal years.
3.19 SPAC Trust Account. As of February 28, 2026, the Trust Account had a balance of $311,781,560.17. Such monies are invested solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms (subject to the Enforceability Exceptions) and has not been amended or modified. SPAC has complied in all material respects with the terms of the Trust Agreement and is not in material breach thereof or material default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a material breach or material default by SPAC or, to the Knowledge of SPAC, by the Trustee. There are no separate contracts, agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) between SPAC and the Trustee that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate in any material respect and/or that would entitle any Person (other than the underwriters of the IPO, Public Shareholders who shall have elected to redeem their SPAC Class A Ordinary Shares pursuant to SPAC’s Organizational Documents (or in connection with an extension of SPAC’s deadline to consummate a Business Combination) or Governmental Authorities for Taxes) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except as described in the Trust Agreement and the IPO Prospectus. There are no Actions pending or, to the Knowledge of SPAC, threatened with respect to the Trust Account.
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3.20 Exclusivity of Representations.
(a) Except for the representations and warranties contained in this Article III, neither the SPAC nor any other Person or entity on behalf of the SPAC has made or makes any representation or warranty, whether express or implied, with respect to the SPAC or Merger Sub, or their respective Affiliates or their businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company, any of their Affiliates or any of their Representatives by or on behalf of the SPAC. Neither the SPAC nor any other Person on behalf of the SPAC has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, any of its Affiliates or any of its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the SPAC or Merger Sub or any of their respective Affiliates, whether or not included in any management presentation.
(b) The SPAC, on behalf of itself and its Affiliates, acknowledges and agrees that, (i) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, (ii) it has been afforded satisfactory access to the books and records, facilities and personnel of the Company for purposes of conducting such investigation, and (iii) except for the representations and warranties contained in Article IV, neither the Company nor any other Person or entity on behalf of the Company have made or makes, and the SPAC and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to the Company, its Affiliates or their respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), whether or not included in any management presentation, or with respect to the accuracy or completeness of any other information provided or made available to the SPAC or any of its Affiliates or any of its or their Representatives.
3.21 Information Supplied. None of the information supplied or to be supplied by SPAC expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority or stock exchange with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, if such information is revised by any subsequently filed amendment or supplement to the Registration Statement prior to the time the Registration Statement is declared effective by the SEC, this clause (a) shall solely refer to the time of such subsequent revision or supplement). None of the information supplied or to be supplied by SPAC expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, SPAC makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Target Companies or its Affiliates.
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Article IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in the disclosure schedules delivered by the Company to SPAC on the date hereof (the “Company Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, the Company hereby represents and warrants to SPAC Parties, as follows:
4.1 Organization and Standing. The Company is a corporation duly incorporated, validly existing and in good standing under the DGCL and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary of the Company is a corporation or other entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or limited liability company power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted. Each Target Company is duly qualified or licensed and in good standing in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does business or operates to the extent that the character of the property owned, or leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Schedule 4.1 lists all jurisdictions in which any Target Company is qualified to conduct business and all names other than its legal name under which any Target Company does business. The Company has provided to SPAC accurate and complete copies of its Organizational Documents and the Organizational Documents of each of its Subsidiaries, each as amended to date and as currently in effect. No Target Company is in violation of any provision of its Organizational Documents.
4.2 Authorization; Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company Charter, any other applicable Law or any Contract to which the Company or any of its equity holders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company’s stockholders adopt this Agreement. The Company Support Agreements delivered by the Company include holders of shares of Company Stock representing at least the Required Company Stockholder Approval, and such Company Support Agreements are in full force and effect.
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4.3 Capitalization.
(a) The Company is authorized to issue 74,000,000 shares of Company Common Stock, of which 52,297,696 shares are issued and outstanding. Prior to giving effect to the transactions contemplated by this Agreement, all of the issued and outstanding Company Stock and other equity interests of the Company are set forth on Schedule 4.3(a), along with the beneficial and record owners thereof, all of which shares and other equity interests are owned free and clear of any Liens other than those imposed under the Company Charter. All of the outstanding shares and other equity interests of the Company have been duly authorized, are fully paid and non-assessable and not in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, any other applicable Law, the Company Charter or any Contract to which the Company is a party or by which it or its securities are bound. The Company holds no shares or other equity interests of the Company in its treasury. None of the outstanding shares or other equity interests of the Company were issued in violation of any applicable securities Laws.
(b) The Company has reserved 14,833,328 shares of Company Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to the Company Equity Plan, which was duly adopted by the Company’s board of directors and approved by the Company’s stockholders. Of such shares of Company Common Stock reserved for issuance under the Company Equity Plan, 8,471,868 of such shares are reserved for issuance upon exercise of currently outstanding Company Options, none of such shares are currently issued and outstanding that were issued upon exercise of Company Options previously granted under the Company Equity Plan, and 6,361,460 shares remain available for future awards permitted under the Company Equity Plan. The Company has furnished to SPAC complete and accurate copies of the Company Equity Plan and forms of agreements used thereunder. Schedule 4.3(b) sets forth the beneficial and record owners of all outstanding Company Options and any other awards made under the Company Equity Plan (including the grant date, number and type of shares issuable thereunder, the exercise price, the expiration date and any vesting schedule). Other than the Company Equity Plan, the Company has not granted compensatory equity or equity-linked rights under any other plan or arrangement.
(c) Other than the Company Options, there are no preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or any of its equity holders is a party or bound relating to any equity securities of the Company, whether or not outstanding. Except as set forth on Schedule 4.3(b), there are no issued, reserved for issuance, outstanding or authorized option, restricted unit award, restricted interest award, profits interest, profit participation, equity appreciation, phantom equity, or equity-based award or similar rights with respect to the Company. Except as set forth on Schedule 4.3(c), there are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the Company’s equity interests. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any equity interests or securities of the Company, nor has the Company granted any registration rights to any Person with respect to the Company’s equity securities. All of the Company’s securities have been granted, offered, sold and issued in compliance with all applicable securities Laws. As a result of the consummation of the transactions contemplated by this Agreement, no equity interests of the Company are issuable and no rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).
(d) The Company has not declared or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed or otherwise acquired any equity interests of the Company, and the stockholders of the Company have not authorized any of the foregoing.
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4.4 Subsidiaries. Schedule 4.4(a) sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary (a) its jurisdiction of organization, (b) its authorized shares or other equity interests (if applicable), (c) the number of issued and outstanding shares or other equity interests and the record holders and beneficial owners thereof and (d) its Tax election to be treated as a corporate or a disregarded entity under the Code and any state or applicable non-U.S. Tax laws, if any. All of the outstanding equity securities of each Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable securities Laws, and owned by one or more of the Target Companies free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to which the Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary. Except as listed on Schedule 4.4(b), there are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance or redemption of any equity interests of any Subsidiary of the Company. There are no issued, reserved for issuance, outstanding or authorized option, restricted unit award, restricted interest award, profits interest, equity appreciation, phantom equity, profit participation, or equity-based award or similar rights granted by any Subsidiary of the Company. No Target Company has any limitation, whether by Contract, Order or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Except for the equity interests of the Subsidiaries listed on Schedule 4.4(a), the Company does not own or have any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person. None of the Company or its Subsidiaries is a participant in any joint venture, partnership or similar arrangement. There are no outstanding contractual obligations of a Target Company to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.
4.5 Governmental Approvals. Except as otherwise described on Schedule 4.5, no Consent of or with any Governmental Authority on the part of any Target Company is required to be obtained or made in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents or the consummation by the Company of the transactions contemplated hereby or thereby other than (a) such filings as are expressly contemplated by this Agreement or (b) pursuant to Antitrust Laws.
4.6 Non-Contravention. Except as otherwise described on Schedule 4.6, the execution and delivery by the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which any Target Company is or is required to be a party or otherwise bound, and the consummation by any Target Company of the transactions contemplated hereby and thereby and compliance by any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Target Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Target Company or any of its material properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any Target Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit or obligation under, any of the terms, conditions or provisions of any Company Material Contract.
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4.7 Financial Statements.
(a) Schedule 4.7(a) contains true and correct copies of the Company Unaudited Financial Statements. The Company Unaudited Financial Statements (A) were prepared from the books and records of the Company and its Subsidiaries as of the times and for the periods referred to therein, (B) were prepared in accordance with GAAP consistently applied throughout and among the periods involved (except as may be indicated in the notes thereto), (C) fairly present, in all material respects, the financial position, results of operations, members’ deficit and cash flows of the Target Companies, and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable).
(b) The Target Companies do not have any Indebtedness other than the Indebtedness set forth on Schedule 4.7(b), which schedule sets for the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. Except as disclosed on Schedule 4.7(b), no Indebtedness of any Target Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by any Target Company, or (iii) the ability of the Target Companies to grant any Lien on their respective properties or assets.
(c) Each Target Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide reasonable assurance that (i) such Target Company does not maintain any off-the-book accounts and that such Target Company’s assets are used only in accordance with such Target Company’s management directives, (ii) transactions are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial statements of such Target Company and to maintain accountability for such Target Company’s assets, (iv) access to such Target Company’s assets is permitted only in accordance with management’s authorization, (v) the reporting of such Target Company’s assets is compared with existing assets at regular intervals and verified for actual amounts, and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. All of the financial books and records of the Target Companies are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. To the Knowledge of the Company, no Target Company has been subject to or involved in any material fraud that involves management or other employees who have a significant role in the internal controls over financial reporting of any Target Company. No Target Company employee has engaged in any material fraud with respect to the business activities or operations of any Target Company. In the past five (5) years, no Target Company or its Representatives has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of any Target Company or its internal accounting controls, including any material written complaint, allegation, assertion or claim that any Target Company has engaged in questionable accounting or auditing practices.
(d) Except as set forth on Schedule 4.7(d), no Target Company is subject to any Liabilities or obligations required to be reflected on a balance sheet prepared in accordance with GAAP, except for those that are either (i) adequately reflected or reserved on or provided for in the combined balance sheet of the Company and its Subsidiaries as of December 31, 2025 and contained in the Company Unaudited Financial Statements or (ii) not material and that were incurred after December 31, 2025 in the ordinary course of business consistent with past practice (other than Liabilities for breach of any Contract or violation of any Law).
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(e) All accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Target Companies (the “AccountsReceivable”) arose from sales actually made or services actually performed in the ordinary course of business and represent valid obligations to a Target Company.
4.8 Absence of Certain Changes. Except as set forth on Schedule 4.8, since December 31, 2025, each Target Company has (a) conducted its business only in the ordinary course of business consistent with past practice, (b) not been subject to a Material Adverse Effect and (c) has not taken any action or committed or agreed to take any action that would be prohibited by Section 5.2(b).
4.9 Compliance with Laws. Since January 1, 2023, no Target Company is or has been in material conflict or material non-compliance with, or in material default or violation of, nor has any Target Company received, since January 1, 2023, any written or, to the Knowledge of the Company, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it or any of its properties, assets, employees, business or operations are or were bound or affected.
4.10 Company Permits. Each Target Company (and its employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Target Company), holds all Permits required to lawfully conduct in all material respects its business as presently conducted, and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (collectively, the “Company Permits”). The Company has made available to SPAC true, correct and complete copies of all material Company Permits, all of which material Company Permits are listed on Schedule 4.10. All of the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened. No Target Company is in violation in any material respect of the terms of any Company Permit, and no Target Company has received any written or, to the Knowledge of the Company, oral notice of any Actions relating to the revocation or modification, of any Company Permit.
4.11 Litigation. Except as described on Schedule 4.11, there is no (a) Action of any nature currently pending or, to the Knowledge of the Company, threatened, and no such Action has been brought or, to the Knowledge of the Company, threatened in the past five (5) years; or (b) Order now pending or outstanding or that was rendered by a Governmental Authority in the past five (5) years, in either case of (a) or (b) by or against any Target Company, their respective current or former directors, managers, officers or equity holders (provided, that any litigation involving the directors, officers or equity holders of such Target Company must be related to such Target Company’s business, equity securities or assets), its business, equity securities or assets. The items listed on Schedule 4.11, if finally determined adversely to any Target Company, will not have, either individually or in the aggregate, a Material Adverse Effect upon the Company. In the past five (5) years, none of the current or former officers, senior management, managers or directors of any Target Company has been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.
4.12 Material Contracts.
(a) Schedule 4.12(a) sets forth a true, correct and complete list of, and the Company has made available to SPAC (including written summaries of oral Contracts) true, correct and complete copies of, each Contract (excluding any Company Benefit Plans) to which any Target Company is a party or by which any Target Company, or any of its properties or assets are bound or affected (each Contract required to be set forth on Schedule 4.12(a), a “Company MaterialContract” (it being understood that any Contract to which Plutus or its Subsidiaries is a party, which has not been assigned to the Company, and which would be included in any subparagraph (i) through (xvii) of this Section 4.12(a) shall not be required to be listed in Schedule 4.12(a)) that:
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(i) contains covenants that limit the ability of any Target Company (A) to compete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an interest in any other Person;
(ii) involves any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture;
(iii) involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;
(iv) evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Target Company having an outstanding principal amount in excess of $200,000;
(v) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $200,000 (other than in the ordinary course of business consistent with past practice) or shares or other equity interests of any Target Company or another Person;
(vi) relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or material assets or the sale of any Target Company, its business or material assets;
(vii) by its terms, individually or together with all related Contracts, resulted, during the twelve (12)-month period prior to the date hereof, in aggregate payments or receipts to or by the Target Company under such Contract or Contracts of at least $100,000 individually ($150,000 with respect to any employment or consulting Contracts with any employee or independent contractor of the Target Companies) or $200,000 in the aggregate, or by its terms requires, over the remaining term of such Contract or Contracts (without giving effect to any renewals, extensions or expansions not exercisable unilaterally by the Target Company), aggregate payments or receipts to or by the Target Company of at least $100,000 individually ($150,000 with respect to any employment or consulting Contracts with any employee or independent contractor of the Target Companies) or $200,000 in the aggregate (excluding, in each case, any Benefit Plans);
(viii) is with any Top Customer or Top Supplier;
(ix) obligates the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess of $200,000;
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(x) is between any Target Company and any directors, officers or employees of a Target Company with respect to non-competition and indemnification agreements, or any Related Person;
(xi) obligates the Target Companies to make any capital commitment or expenditure in excess of $200,000;
(xii) relates to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any Target Company has outstanding obligations (other than customary confidentiality obligations);
(xiii) relates to the development, ownership, licensing or use of any Intellectual Property by, to or from any Target Company, other than (A) “shrink wrap,” “click wrap” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $100,000 per year, (B) Contracts with customers entered into pursuant to the Company’s terms of service, (C) Contracts between the Company and its employees, contractors and other service providers engaged by the Company, (D) non-disclosure agreements entered into in the ordinary course of business, and (E) feedback or trademark licenses that are incidental to the primary purpose of the Contract;
(xiv) that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant; or
(xv) is a trading, distribution, platform sponsor, retirement plan provider, placement agent, finder or underwriting contract or agreement or other contract or agreement for the provision of any services (other than Investment Management Services) that involves the offering of securities, effecting transactions in securities or buying or selling of securities as a regular part of the business;
(xvi) is a form of Advisory Agreement or a side letter or side agreement that modifies or supplements the terms of any Advisory Agreement;
(xvii) is otherwise material to the Target Companies taken as a whole and not described in clauses (i) through (xvi) above.
(b) Except as disclosed on Schedule 4.12(b), with respect to each Company Material Contract (including any Contract to which Plutus or its Subsidiaries is a party, which Contract would have been required to be listed in Schedule 4.12(a), but for the parenthetical at the end of the first paragraph of Section 4.12(a)): (i) such Company Material Contract is valid and binding and enforceable in all material respects against the Company and, to the Knowledge of the Company, each other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions), (ii) no Target Company is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute a material breach or default by any Target Company, or permit termination or acceleration by the other party thereto, under such Company Material Contract; (iii) to the Knowledge of the Company, no other party to such Company Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a material breach or default by such other party, or permit termination or acceleration by any Target Company, under such Company Material Contract; (iv) no Target Company has received written or, to the Knowledge of the Company, oral notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation by any party thereto to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course of business that do not adversely affect any Target Company; and (v) no Target Company has waived any material rights under any such Company Material Contract.
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4.13 Intellectual Property.
(a) Schedule 4.13(a)(i) sets forth all U.S. and foreign registered Patents, Trademarks, Copyrights and Internet Assets and applications owned by, applied for or registered to a Target Company (“Company Registered IP”), specifying as to each item, as applicable: (A) the nature of the item, including the title, (B) the owner of the item, (C) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been filed and (D) the issuance, registration or application numbers and dates. The Company owns, free and clear of all Liens (other than Permitted Liens), or otherwise has valid and enforceable rights to use, all Intellectual Property currently used, licensed or held for use by such Target Company, provided that the foregoing is not a representation or warranty with respect to the infringement of third party rights. Except as set forth on Schedule 4.13(a)(ii), all Company Registered IP is owned exclusively by a Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP, and such Target Company has recorded assignments of all Company Registered IP with any applicable Intellectual Property offices or Governmental Authorities.
(b) All registrations for Copyrights, Patents, Trademarks and Internet Assets that are owned by the Company are to the Knowledge of the Company, valid, in force and in good standing with all required fees and maintenance and/or renewal fees having been paid with no Actions pending, and all applications to register any Copyrights, Patents and Trademarks are pending and in good standing, all without challenge of any kind other than office actions that may be issued by the applicable Intellectual Property office or governmental agency in the ordinary course of filing and prosecuting such applications.
(c) No Action is pending or, to the Company’s Knowledge, threatened against a Target Company that challenges the validity, enforceability, ownership or right to use, sell, license or sublicense, or that otherwise relates to, any Intellectual Property currently owned, by a Target Company, nor, to the Knowledge of the Company, is there any reasonable basis for any such Action. In the past three (3) years, no Target Company has received any written or, to the Knowledge of the Company, oral notice or claim asserting that any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property of any other Person is occurring or has occurred, as a consequence of the business activities of the Company, nor to the Knowledge of the Company is there a reasonable basis therefor. There are no Orders to which a Target Company is a party or its otherwise bound that (i) restrict the rights of the Company to use, transfer, license or enforce any Intellectual Property owned by a Target Company, or (ii) restrict the conduct of the business of a Target Company in order to accommodate a third Person’s Intellectual Property. To the Knowledge of the Company, no Target Company is currently infringing, and has not in the past three (3) years, infringed, misappropriated or violated any Intellectual Property of any other Person. To the Company’s Knowledge, no third party is currently, or in the past three (3) years has been, infringing upon, misappropriating or otherwise violating any material Intellectual Property owned by the Company (“Company IP”).
(d) All officers, directors, employees and independent contractors who have developed any material Company IP have assigned to the Target Companies such Company IP arising from the services performed for the Company by such Persons. No current or former officers, employees or independent contractors of a Target Company has sent the Company a written notice claiming any ownership interest in any Company IP. The Target Companies have taken reasonable security measures in order to protect the secrecy, confidentiality and value of the material Company IP.
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(e) To the extent that any Software is made generally commercially available by the Target Companies, to the Knowledge of the Company, such Software is free of all viruses, worms, Trojan horses and other material known contaminants and does not contain any bugs, errors, or problems of a material nature that would materially disrupt its operation or have a material adverse impact on the operation of other Software.
4.14 Taxes and Returns.
(a) Each Target Company has or will have timely filed, or caused to be timely filed, all income and other material Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Unaudited Financial Statements have been established. Each Target Company has complied in all material respects with all applicable Laws relating to Tax.
(b) There is no Action currently pending or, to the Knowledge of the Company, threatened against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.
(c) No Target Company is being audited by any Tax authority or has been notified in writing that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Unaudited Financial Statements have been established).
(d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens.
(e) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of material Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.
(f) No Target Company has made any change in accounting method (except as required by a change in Law) or entered into any closing agreement with any taxing authority affecting or otherwise settled or compromised any material Tax Liability or refund.
(g) No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4.
(h) No Target Company has any Liability or potential Liability for the Taxes of another Person (other than another Target Company) that is not adequately reflected in the Company Unaudited Financial Statements (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by Contract, indemnity or otherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on any Target Company with respect to any period following the Closing Date.
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(i) No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.
(j) The Company has not been, is not, and immediately prior to the Effective Time will not be, treated as an “investment company” within the meaning of Section 368(a)(2)(F) of the Code.
(k) No Target Company has taken any action, nor, to the Knowledge of the Company, are there any facts or circumstances, in each case, that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code.
4.15 Real Property. Schedule 4.15 contains a complete and accurate list of all premises currently leased or subleased or otherwise used or occupied by a Target Company for the operation of the business of a Target Company, and of all current leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the “Company Real Property Leases”), as well as the current annual rent and term under each Company Real Property Lease. The Company has provided to SPAC a true and complete copy of each of the Company Real Property Leases, and in the case of any oral Company Real Property Lease, a written summary of the material terms of such Company Real Property Lease. The Company Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of a Target Company or any other party under any of the Company Real Property Leases, and no Target Company has received notice of any such condition. No Target Company owns or has ever owned any real property or any interest in real property (other than the leasehold interests in the Company Real Property Leases).
4.16 Title to and Sufficiency of Assets. Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the most recent balance sheet included in the Company Unaudited Financial Statements and (d) Liens set forth on Schedule 4.16. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the assets, rights and properties that are used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted and as currently planned to be conducted.
4.17 Employee Matters
(a) Except as set forth on Schedule 4.17(a), no Target Company is a party to any collective bargaining agreement or other Contract with any labor organization, and the Company has no Knowledge of any activities or proceedings of any labor union or other labor organization to organize or exclusively represent any group of Company employees. In the past three (3) years there has not occurred or, to the Knowledge of the Company, been threatened, any strike, slow-down, picketing, work-stoppage, or other similar material labor dispute with respect to any employees of the Company. Schedule 4.17(a) sets forth all material unresolved labor disputes, if any, that are pending or, to the Knowledge of the Company, threatened, against the Company as of the date hereof by any individual employed by or providing services as an independent contractor to the Company. No current officer or senior-level employee of any Target Company has provided any Target Company written or, to the Knowledge of the Company, oral, notice of his or her plan to terminate his or her employment with the Company.
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(b) Except as set forth on Schedule 4.17(b), each Target Company (i) is and for the last three (3) years has been in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, legally-required trainings and notices, workplace health and safety and wages and hours, and other applicable Laws relating to discrimination, harassment, retaliation, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and has not received written or, to the Knowledge of the Company, oral notice that there is any pending Action involving unfair labor practices against a Target Company, (ii) has no material liability for any past due arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any material payment to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with past practice). There are no material Actions pending or, to the Knowledge of the Company, threatened against a Target Company brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such Employment Law.
(c) Schedule 4.17(c) hereto sets forth a complete and accurate list as of the date hereof of all employees of the Target Companies showing for each as of such date (i) the employee’s name, job title or description, employer, location, salary level (including any bonus, commission, deferred compensation or other remuneration payable (other than any such arrangements under which payments are at the discretion of the Target Companies)), (ii) any bonus, commission or other remuneration other than salary paid during the fiscal year ending December 31, 2025, and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee during or for the fiscal year ended December 31, 2025. Except as set forth on Schedule 4.17(c) or as would not result in material liability to the Target Companies, taken as a whole, the Target Companies have paid in full to all its employees all wages, salaries, commission, bonuses and other compensation due and payable to their employees as of the date hereof, including overtime compensation.
(d) Schedule 4.17(d) contains a list of all individual independent contractors (including consultants) currently engaged by any Target Company, along with the position, the entity engaging such Person, date of retention and rate of remuneration, for each such individual. Except as would not result in material liability to the Target Companies, taken as a whole, for the purposes of applicable Law, including the Code, all independent contractors who are currently, or within the last three (3) years have been, engaged by a Target Company are bona fide independent contractors and not employees of a Target Company.
(e) To the Knowledge of the Company, since January 1, 2023, the Target Companies have investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence written claims, if any, relating to current and/or former employees of a Target Company or third parties who interacted with current and/or former employees of the Target Companies. With respect to each such written claim with potential merit, the Target Companies have taken corrective action. Further, to the Knowledge of the Company, since January 1, 2023, no allegations of sexual harassment have been made to the Target Companies against any individual in his or her capacity as director or an executive officer of the Target Companies.
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4.18 Benefit Plans.
(a) Set forth on Schedule 4.18(a) is a true and complete list of each Benefit Plan of a Target Company (each, a “Company Benefit Plan”). With respect to each Company Benefit Plan, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP on the Company Unaudited Financial Statements.
(b) Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter) during the period from its adoption to the date of this Agreement and (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code or the Target Companies have requested an initial favorable IRS determination of qualification and/or exemption within the period permitted by applicable Law. To the Knowledge of the Company, no fact exists which could adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts.
(c) With respect to each Company Benefit Plan, the Company has provided to SPAC accurate and complete copies, if applicable, of: (i) all Company Benefit Plan texts and agreements and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto) or an accurate written summary of any Company Benefit Plan which is unwritten, (ii) all summary plan descriptions and material modifications thereto, (iii) the three (3) most recent Forms 5500, if applicable, and annual report, including all schedules thereto, (iv) the most recent annual and periodic accounting of plan assets, (v) the three (3) most recent nondiscrimination testing reports, (vi) the most recent determination letter received from the IRS, if any, (vii) the most recent actuarial valuation, and (viii) all material communications with any Governmental Authority.
(d) Except as set forth on Schedule 4.18(d), with respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects in accordance with its terms and all applicable Laws, including the Code and ERISA, (ii) no breach of fiduciary duty that could reasonably be expected to result in material Liability to any Target Company has occurred, (iii) no Action is pending, or to the Knowledge of the Company, threatened (other than routine claims for benefits arising in the ordinary course of administration), (iv) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred that could reasonably be likely to result in material Liability to any Target Company, excluding transactions effected pursuant to a statutory or administration exemption; (v) no filing has been made with respect to any Company Benefit Plan under any voluntary correction program; (vi) there has been no amendment to, written interpretation or announcement (whether or not written) by any Target Company relating to, any change in participation or coverage under, any Company Benefit Plan that would materially increase the expense of maintaining such Company Benefit Plan above the level of expense incurred with respect to such Company Benefit Plan for the most recent full fiscal year included in the Company Unaudited Financial Statements; and (vii) all contributions and premiums due through the Closing Date have been made in all material respects as required under all applicable Laws, including the Code and ERISA or have been fully accrued in all material respects on the Company Unaudited Financial Statements.
(e) During the six (6) year period preceding the Effective Time, no Target Company or any of their ERISA Affiliates has maintained, contributed to, sponsored, had an obligation to contribute to or any Liability, whether absolute or contingent, with respect to (i) a “defined benefit plan” (as defined in Section 414(j) of the Code), (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA) or (iii) a “multiple employer plan” (as described in Section 413(c) of the Code). No Company Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code, and neither the Target Company nor any ERISA Affiliate has incurred any Liability or otherwise could have any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is expected to cause such Liability to be incurred. No Target Company currently maintains or has ever maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code.
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(f) There is no arrangement under any Company Benefit Plan with respect to any employee that would result in the payment of any amount that by operation of Sections 280G of the Code would not be deductible by the Target Companies and no arrangement exists pursuant to which a Target Company will be required to “gross up” or otherwise compensate any person because of the imposition of any excise or other tax on a payment to such person.
(g) With respect to each Company Benefit Plan which is a “welfare plan” (as described in Section 3(1) of ERISA): (i) no such plan provides medical or death benefits with respect to current or former employees of a Target Company beyond their termination of employment (other than coverage mandated by Law, which is paid solely by such employees, or for a limited period of time following a termination of employment (not to exceed 30 days) pursuant to the terms of an Company Benefit Plan in effect as of the date hereof); and (ii) there are no reserves, assets, surplus or prepaid premiums under any such plan.
(h) Except as set forth on Schedule 4.18(h), the consummation of the transactions contemplated by this Agreement and the Ancillary Documents will not: (i) entitle any individual to severance pay, unemployment compensation or other benefits or compensation, (ii) accelerate the time of payment, funding or vesting, or increase the amount of any compensation due, or in respect of, any individual, or (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G of the Code. No Target Company has incurred any material Liability for any Tax imposed under Chapter 43 of the Code or civil liability under Section 502(i) or (l) of ERISA.
(i) Except to the extent required by Section 4980B of the Code or similar state Law, no Target Company provides health or welfare benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment or service.
(j) All Company Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any Liability to the Surviving Subsidiary or SPAC, or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes or any other charges or liabilities.
(k) Except as set forth on Schedule 4.18(k), (i) each Company Benefit Plan that is subject to Section 409A of the Code (each, a “Section 409A Plan”) has been administered in compliance, and is in documentary compliance with the applicable provisions of Section 409A of the Code, the regulations thereunder and other official guidance issued thereunder, (ii) no Target Company has any obligation to any employee or other service provider with respect to any Section 409A Plan that may be subject to any Tax under Section 409A of the Code, and (iii) no payment to be made under any Section 409A Plan is, or to the Knowledge of the Company will be, subject to the penalties of Section 409A(a)(1) of the Code. There is no Contract or plan to which any Target Company is a party or by which it is bound to compensate, reimburse or indemnify any employee, consultant or director for any Taxes or interest imposed pursuant to Section 409A of the Code.
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(l) Each Foreign Pension Plan, in form and operation, materially complies with its terms and with the requirements of all applicable Laws and has been maintained, where required, in good standing with applicable regulatory authorities. All contributions required to be made with respect to a Foreign Pension Plan have been timely made, and no Foreign Pension Plan has any Liability which is not properly accrued on the Company Unaudited Financial Statements. No Target Company has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan. The present value of the accrued benefit Liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Target Company’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit Liabilities.
4.19 Environmental Matters. Except as set forth on Schedule 4.19:
(a) Each Target Company is and for the past three (3) years has been in compliance in all material respects with all applicable Environmental Laws, including obtaining, maintaining in good standing, and complying in all material respects with all Permits required for its business and operations by Environmental Laws (“Environmental Permits”). No Action is pending or, to the Company’s Knowledge, threatened to revoke, adversely modify, or terminate any such Environmental Permit and, to the Company’s Knowledge, no facts, circumstances, or conditions currently exist that would reasonably be expected to adversely affect such continued compliance with Environmental Laws and Environmental Permits or require material capital expenditures to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits.
(b) No Target Company is the subject of any outstanding Order with any Governmental Authority in respect of any (i) Environmental Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material. No Target Company has assumed, contractually or by operation of Law, any material Liabilities of another Person under any Environmental Laws.
(c) No Action has been made or is pending, or to the Knowledge of the Company, threatened against any Target Company or any assets of a Target Company alleging either or both that a Target Company may be in material violation of any Environmental Law or may have any material Liability under any Environmental Law.
(d) No Target Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or Released any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to give rise to any material Liability to any Target Company under applicable Environmental Laws.
(e) No Owned Real Property, or any property in which any Target Company holds a security interest or Lien, has had any Release of any Hazardous Material in a manner that violates Environmental Law in any material respect or requires reporting, investigation, remediation, or monitoring by any Target Company under Environmental Law.
4.20 Transactions with Related Persons. Except as set forth on Schedule 4.20, no Target Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property or Personal Property from, or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.20, no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target Company. The assets of the Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Target Companies do not include any payable or other obligation or commitment to any Related Person.
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4.21 Insurance.
(a) Schedule 4.21(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by a Target Company relating to a Target Company or its business, properties, assets, directors, officers and employees, copies of which have been provided to SPAC. All premiums due and payable under all such insurance policies have been timely paid and the Target Companies are otherwise in material compliance with the terms of such insurance policies. Each such insurance policy (i) is legal, valid, binding, enforceable and in full force and effect and (ii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Closing. In the past five (5) years, no Target Company has any self-insurance or co-insurance programs. No Target Company has received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy.
(b) Schedule 4.21(b) identifies each individual insurance claim made by a Target Company in the past five (5) years. Each Target Company has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to the Target Companies. To the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim. Except as set forth on Schedule 4.21(b), no Target Company has made any claim against an insurance policy as to which the insurer is denying coverage.
4.22 Books and Records. All of the financial books and records of the Target Companies are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws.
4.23 Top Customers and Suppliers. Schedule 4.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2024 and (b) the period from January 1, 2025 through the most recent balance sheet date, the ten (10) largest customers of the Target Companies (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the Target Companies (the “Top Suppliers”). (i) No Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Knowledge of the Company, intends to cancel or otherwise terminate, any material relationships of such Person with a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Knowledge of the Company, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with a Target Company or intends to stop, decrease or limit materially its products or services to any Target Company or its usage or purchase of the products or services of any Target Company, (iii) to the Knowledge of the Company, no Top Supplier or Top Customer intends to refuse to pay any amount due to any Target Company or seek to exercise any remedy against any Target Company, (iv) no Target Company has within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Knowledge of the Company, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any Target Company with any Top Supplier or Top Customer.
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4.24 Certain Business Practices.
(a) No Target Company, nor any of the respective officers, managers or directors or, to the Knowledge of the Company, any other Representatives acting on their behalf, has, since the Lookback Date, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or (iii) made any other unlawful payment. Since January 1, 2023, no Target Company, nor any of the respective officers, managers or directors or, to the Knowledge of the Company, any other Representatives acting on their behalf, has directly or knowingly indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder any Target Company or assist any Target Company in connection with any actual or proposed transaction.
(b) The operations of each Target Company are and have been conducted at all times in compliance with money laundering statutes in all applicable jurisdictions that govern the operations of the Target Company, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority that have jurisdiction over the Target Companies, and no Action involving a Target Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened.
(c) No Target Company or any of their respective directors, managers or officers, or, to the Knowledge of the Company, any other Representative acting on behalf of a Target Company is currently (i) identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by OFAC, the U.S. Department of State, or other applicable Governmental Authority; (ii) organized, resident, or located in, or a national of a comprehensively sanctioned country; or (iii) in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled, by a person identified in (i) or (ii); and no Target Company has, directly or, knowingly, indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any country comprehensively sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC or the U.S. Department of State in the last five (5) fiscal years.
4.25 Privacy and Data Security.
(a) The Target Companies comply and at all times in the past three (3) years have complied, in all material respects with all of the following: (i) Privacy Laws; (ii) the Company Privacy and Data Security Policies; and (iii) any Contract requirements or terms of use concerning the Processing of Personal Information to which a Target Company is a party or otherwise bound as of the date hereof (“PrivacyAgreements”). To the Knowledge of the Company, the operation of the business of the Target Companies has not and does not violate any right to privacy of any third person under applicable Law.
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(b) The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (i) conflict with or result in a violation or breach by the Company of any Privacy Laws, Company Privacy and Data Security Policies (as currently existing or as existing at any time during which any Personal Information was collected or Processed by the Company, or Privacy Agreements); or (ii) require the consent of or notice to any Person concerning such Person’s Personal Information.
(c) The Company has delivered or made available to SPAC true, complete, and correct copies of all Company Privacy and Data Security Policies.
(d) To the Knowledge of the Company, no Person has obtained unauthorized access to Personal Information in the possession of the Company, nor has there been any other material compromise of the security, confidentiality or integrity of such information or data, and no written or, to the Knowledge of the Company, oral complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data has been received by the Company (a “Security Incident”). The Company has not notified and, to Knowledge of the Company, there have been no facts or circumstances that would require the Company to notify, any Governmental Authority or other Person of any Security Incident.
(e) In the past three (3) years, the Company has not received any notice, request, claim, complaint, correspondence, or other communication in writing from any Governmental Authority or other Person, and there has not been any audit, investigation, enforcement action (including any fines or other sanctions), or other Action, relating to any actual, alleged, or suspected Security Incident or violation of any Privacy Agreements, or any Person’s individual privacy rights involving Personal Information in the possession or control of the Company.
4.26 Investment Company Act. No Target Company is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, or required to register as an “investment company”, in each case within the meaning of the Investment Company Act.
4.27 Advisory Regulatory Matters.
(a) Each Target Company that performs Investment Management Services (each, a “RIA”) is, and at all times since January 1, 2023 (the “Lookback Date”) has been, duly registered with the SEC pursuant to the Investment Advisers Act as an “investment adviser” (as defined in the Investment Advisers Act, and has notice filed in all states and jurisdictions as required and has been so registered at all times during which the nature of its business activities has required it to be so registered. As of the date hereof, all of each RIA’s required regulatory filings (state and federal) are true, accurate and correct in all material respects, were filed timely, including each RIA’s Form ADV filings and all other similar forms, reports or filings required by the Investment Advisers Act or applicable Law. Each RIA has made available to SPAC true and correct copies of the following documents: (i) Lookback Date through the most recent Form ADV and all amendments thereto; (ii) all current written policies and procedures regarding compliance; and (iii) correspondence to or from any Governmental Authority regarding regulatory examinations, investigations or inquiries of each RIA conducted since the Lookback Date. The information contained in each RIA’s Form ADV, as applicable, was true and complete in all material respects at the time of filing and did not contain any untrue statement of a material fact or 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 the Lookback Date, each RIA has made all amendments to such forms as it is required to make under any applicable requirements of Law. The Target Companies are not and are not required to be registered as an investment adviser (or equivalent) in any non-United States jurisdiction. Other than each RIA, no other Target Company is registered or required to register as an investment adviser in any jurisdiction where such registration, licensing or qualification is required in order to conduct its business as currently conducted and as currently contemplated to be conducted.
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(b) Neither any RIA nor, to the Target Companies’ Knowledge, any Person “associated” (as defined in the Investment Advisers Act) with any RIA has, since the Lookback Date, been convicted of any crime or is or has been the subject of any Action that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or Rule 206(4)-4(b) thereunder or the subject of a bar preventing such Person from being associated with an investment adviser or equivalent provision of applicable non-U.S. Law. To the Target Companies’ Knowledge, there is no Governmental Authority proceeding, investigation, or inquiry, whether formal or informal, or preliminary or otherwise, that is or could become the basis for any such disqualification, denial, suspension, or revocation.
(c) Each current investment adviser representative and promoter, if any, of each RIA is duly licensed to conduct such activity in the state or other jurisdiction in which such Person conducts such activity (to the extent such license is required), and the license of each such Person is currently in full force and effect and good standing. Each such Person has since the Lookback Date provided only those services, and undertaken only those activities, for which such Person held, as of the date the services were provided or the activities undertaken, all necessary licenses and registrations required under applicable Laws.
(d) Except as set forth on Schedule 4.27(d), no Target Company is, or is required to be, registered, licensed or qualified as a bank, credit union, trust company, investment company, broker-dealer, commodity broker-dealer, commodity pool operator, commodity trading advisor, futures commission merchant, transfer agent, real estate broker, introducing broker (as such term is defined under the Commodity Exchange Act of 1974, as amended), municipal advisor, insurance company, insurance agency or producer, insurance broker or municipal securities dealer. None of the Target Companies or any Person associated therewith is required to register with the NFA or the CFTC in any capacity. Since the Lookback Date, no Target Company has received written notice of any proceeding instituted by a Governmental Authority concerning any failure to obtain any such registration, license or qualification.
(e) Except as set forth on Schedule 4.27(e), since the Lookback Date and except for routine examinations and sweep examinations conducted by any Governmental Authority, no Governmental Authority has initiated, or to the Target Companies' Knowledge threatened to initiate, any investigation, inquiry, examination, or proceeding into the business or operations of any RIA or any of its Affiliates, employees, investment adviser representatives or associated persons. To the Target Companies' Knowledge, there is no unresolved violation or exception by any Governmental Authority with respect to any examination of any RIA or any of its employees, investment adviser representatives or associated persons in their capacity as such. No examination has resulted in an enforcement proceeding or other action in which any RIA or any Affiliate became subject or consented to a censure, suspension, or bar, or was required to pay a fine. Except as set forth on Schedule 4.27(e), no RIA has received a deficiency letter from the SEC or any other Governmental Authority since the Lookback Date, and, to the extent applicable, each RIA has made a written response to any deficiency letters received from the SEC or any other Governmental Authority and has implemented all changes, policies, or procedures described in such written responses.
(f) None of any RIA, its Affiliates, or any director, executive officer or any other officer of any RIA or its Affiliates participating in an offering of securities in reliance on Rule 506 of Regulation D under the Securities Act is ineligible pursuant to Rule 506(d) of Regulation D under the Securities Act to serve as an investment manager, solicitor, promoter or in any other capacity with respect an offering of securities in reliance on Rule 506 of Regulation D under the Securities Act, nor, to the Target Companies' Knowledge, is there any investigation pending or threatened by any Governmental Authority that would result in the ineligibility of any RIA, its Affiliates or any director, executive officer or any other officer thereof participating in an offering of securities in reliance on Rule 506 of Regulation D under the Securities Act to serve as an investment manager, solicitor, promoter or in any other capacity with respect an offering of securities in reliance on Rule 506 of Regulation D under the Securities Act.
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(g) To the Target Companies’ Knowledge, each RIA's Clients are domiciled in states or other jurisdictions where such RIA is duly licensed and registered with the applicable Governmental Authority or otherwise permitted to conduct business in such state or U.S. or non-U.S. territory without registration.
(h) Except as disclosed on Schedule 4.27(h)(i), no RIA has sponsored, organized or formed on its own accord any pooled investment vehicle or Fund (A) excepted from the definition of “investment company” (as defined under the Investment Company Act) under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, or (B) required to register as an "investment company" under the Investment Company Act. No RIA serves or has served as an investment adviser or subadvisor to any company registered under the Investment Company Act. Schedule 4.27(h)(ii) sets forth the non-U.S. jurisdictions in which any of the Company’s Clients are based.
(i) No Target Company has engaged since the Lookback Date, in any purchase, sale, lending, or borrowing transactions with any Client as a principal, agent, lender or borrower, as applicable, including any transaction subject to Rule 206(3) under the Investment Advisers Act.
(j) Since the Lookback Date, all of each RIA’s Contracts for the solicitation of Clients that fall within the scope of Rule 206(4)-1 under the Investment Advisers Act have been made in compliance in all material respects with Rule 206(4)-1 under the Investment Advisers Act. Since the Lookback Date and except as set forth on Schedule 4.27(j), any documents or marketing materials of each RIA distributed to Persons are accurate in all material respects and are prepared in accordance with all applicable requirements of Rule 206(4)-1 under the Investment Advisers Act and applicable Law. All such advertising materials and related disclosures have not contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.
(k) No RIA receives any soft dollar brokerage or research services.
(l) No RIA participates in any “wrap fee program” (as defined under Rule 204-3(g) of the Investment Advisers Act).
(m) Except as disclosed on Schedule 4.27(m), since the Lookback Date, each RIA has not received any material written (including email or other electronic communication) complaints from any Client or investor regarding such RIA or any of its employees, investment adviser representatives, or associated persons. Except as otherwise set forth on such schedule, all such complaints have been remediated to the satisfaction of the Client or investor who made the complaint.
(n) The consummation by the Company of the transactions contemplated hereby does not result in the “assignment” (as defined under the Investment Advisers Act) of any Advisory Agreement.
(o) Schedule 4.27(o) contains a list as of the date hereof of each ERISA Client for which a RIA is not precluded from acting as a fiduciary by operation of Section 411 of ERISA. Since the Lookback Date, except as otherwise disclosed on Schedule 4.27(o), the accounts of each ERISA Client have been managed by the RIA in material compliance with all applicable requirements under ERISA, Section 4975 of the Code and any Similar Law. Except as otherwise disclosed on Schedule 4.27(o), there is no pending or, to the Knowledge of the Target Companies, threatened audit or investigation by the IRS, the Department of Labor or any other Governmental Authority with respect to the RIA’s provision of services to any ERISA Clients. Except as otherwise disclosed on Schedule 4.27(o), each RIA has not engaged in any material non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code or materially violated any Similar Law with respect to any ERISA Client. Any revenue-sharing or similar arrangements entered into by a RIA with respect to assets managed for any ERISA Clients are in compliance with applicable Law. No Fund’s assets constitute “plan assets” for purposes of 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA, or otherwise for purposes of ERISA or Section 4975 of the Code.
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(p) Each RIA has complied with its obligations under Rule 206(4)-2 under the Investment Advisers Act in all respects, and, to the extent a RIA has had, or currently has, “custody” (as that term is defined under the Investment Advisers Act) of Client assets, funds and/or securities, such RIA has either timely undergone an independent surprise audit on an annual basis and all regulatory filings have been made in relation thereto or has been exempt from the same under applicable Law.
(q) The only “place of business“ of any RIA within the meaning of Rule 203A-3(b) under the Investment Advisers Act is 1160 Battery Street, San Francisco, CA 94111. No investment advisory or Investment Management Services are provided to any Client from any other location within the United States or its territories.
(r) Except as set forth in Schedule 4.27(r)(i), no Person other than a full-time employee of the Target Companies renders Investment Management Services to or on behalf of, or solicits funds or clients with respect to, the provision of Investment Management Services by a RIA or acts as a finder, broker or placement agent with respect to the securities issued by the Funds. Except as described in Schedule 4.27(r)(ii), no Person other than a RIA is entitled under any Advisory Agreement to receive management fees, sub-advisory fees, incentive fees, or other similar payments directly from a Client.
4.28 Advisory Agreements.
(a) Each RIA has delivered or made available to SPAC a true and compete copy of the Advisory Agreement(s) for each Client (or, if applicable, each form thereof currently in effect for any Client). There are no Contracts between a RIA and any Clients other than those forms of Advisory Agreements. Other than pursuant to those forms of Advisory Agreements, neither a RIA nor any of its Affiliates is entitled to any advisory, management or similar fees, directly or indirectly. Schedule 4.28(a) sets forth: the name of each Client for which a RIA serves as investment adviser or sub-adviser; the amount of assets under management or assets under advisement with respect to each such Client as of December 31, 2025; the fee schedule in effect with respect to each such Client; any material fee adjustments, fee waivers or expense limitations, changes to fee breakpoints resulting in annual fee reductions or material withdrawals of assets under management or assets under advisement applicable from such Client that have been instituted previously, or, to the Target Companies' Knowledge, presently proposed to be instituted.
(b) For each Client and to the Target Companies' Knowledge, (i) each Advisory Agreement includes all provisions required by Section 205 of the Investment Advisers Act, (ii) no RIA is in default under any Advisory Agreement, (iii) each RIA has not breached its fiduciary obligations under any Advisory Agreement or the Investment Advisers Act, and (iv) there are no outstanding or uncorrected material errors, miscalculations, or discrepancies relating to calculation methodologies with respect to fees charged under the relevant Advisory Agreement (or any credits or refunds owed to such Client related thereto), and all such fees paid by such Client have been calculated in all materials respects in accordance with the relevant Advisory Agreement and applicable Law, using a calculation methodology for such fees consistent with the Advisory Agreement and consistently applied without conflict. No RIA determines the fair market value of an asset on which such RIA assesses an advisory fee.
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4.29 Compliance Matters.
(a) Since the Lookback Date and except as set forth in Schedule 4.29(a)(i), each RIA has complied in all material respects with the Investment Advisers Act, the Investment Company Act, and other applicable requirements of Law and administrative exemptions relating to the operation of the Investment Management Services and has adopted and implemented a compliance program that materially complies with Rule 206(4)-7 of the Investment Advisers Act, including: (i) the preparation of written policies and procedures that are reasonably designed to prevent violation of the Investment Advisers Act and the rules adopted by the SEC thereunder by the Target Companies or any of its “supervised persons” (within the meaning of Section 202(a)(25) of the Investment Advisers Act), complete copies of which have been provided to the SPAC; (ii) the designation of a "chief compliance officer" (within the meaning of Rule 206(4)-7(c) under the Investment Advisers Act); and (iii) the implementation of procedures to ensure that, no less frequently than annually, each RIA completes a review of the adequacy of the policies and procedures established pursuant to Rule 206(4)-(7) under the Investment Advisers Act and the effectiveness of their implementation. Since the Lookback Date and except as set forth in Schedule 4.29(a)(ii), there have been no material violations of the policies or procedures of any RIA with respect to insider trading, any RIA's code of ethics, personal trading, allocations of investment opportunities, political contributions, policies and procedures of a RIA with respect to conflicts of interest relating to the operation of the Investment Management Services business of such RIA, or any other provision of such RIA's policies and procedures under Rule 206(4)-7.
(b) Since the Lookback Date, none of the Target Companies or any of their respective directors, trustees, officers, agents, representatives or employees (in their capacity as such) has, to the extent any such action would result in a violation of Law, (i) used any funds for contributions, gifts, entertainment or other expenses or (ii) made any payment for a reciprocal practice, or made any other payment or given any other consideration. Since the Lookback Date, none of the Target Companies or any of their respective covered associates (as such term is defined in Rule 206(4)-5 under the Investment Advisers Act) thereof has: (i) received compensation from any government entity in violation of Rule 206(4)-5 under the Investment Advisers Act, as such terms are defined therein, (ii) provided payment to any Person to solicit a Governmental Authority for Investment Management Services in violation of Rule 206(4)-5 under the Investment Advisers Act or (iii) coordinated or solicited any Person or political action committee to make any contribution or payment in violation of Rule 206(4)-5 under the Investment Advisers Act. Since the Lookback Date, none of the Funds or any of the Target Companies is prohibited pursuant to Rule 206(4)-5 under the Investment Advisers Act from receiving compensation from Clients that are Governmental Authorities. Since the Lookback Date, none of the Target Companies, any Fund, or any manager, director, officer, employee or agent of the foregoing acting for or on their behalf has, directly or indirectly: (A) made, offered, promised or authorized any unlawful payment of any kind; or (B) violated any applicable laws and regulations relating to anti-bribery, export control, money laundering or anti-terrorism.
(c) All performance records of the Target Companies, or composites of performance records of multiple Clients provided, presented or made available by or on behalf of the Target Companies to any Client or prospective Client complies in all material respects with all Laws. The Target Companies exclusively owns and has the legal and enforceable exclusive right to use such performance records, as applicable. To the extent that the Target Companies claim compliance with the Global Investment Performance Standards (“GIPS”), the investment management performance composites maintained by the Target Companies are correct and complete in accordance with GIPS. Each Target Company maintains all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all portfolios that such Target Company includes in any performance record or composite (current and historical performance results) as required by GIPS to support the Target Companies' claim of GIPS compliance and as required by the Investment Advisers Act, rules and regulations thereunder and applicable no-action letters. Any investment performance earned at a firm other than any Target Company and presented by such Target Company is in material compliance with the Investment Advisers Act and GIPS investment performance portability requirements, and each Target Company maintains all material documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of such performance presentation and appropriate disclosure relating to the source of the results is provided. Without limiting the foregoing, no material published, circulated or distributed by or on behalf of the Target Companies to any Client or prospective client or third party acting on behalf of a client or prospective client has been prepared or disseminated in a manner that is inconsistent with the requirements of applicable Law.
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(d) Except as set forth in Schedule 4.29(d), there are no special restrictions, consent judgments, CFTC Orders, SEC Orders or Orders of any other Governmental Authority on or with regard to any RIA’s activities. Except as set forth in Schedule 4.29(d), no Orders of exemption issued to a RIA has been revoked, no proceeding to revoke any such Order has been commenced and, to the Target Companies' Knowledge, no such proceeding is contemplated by the SEC or any other Governmental Authority. No such Order or exemption will by its terms be revoked or become inapplicable as a result of the consummation of the Transaction. Copies of all exemptive Orders and SEC no-action letters (or equivalent from any Governmental Authority) issued to or on behalf of any Target Company have been provided to the SPAC.
(e) Since the Lookback Date, each Target Company is either exempt or has been duly registered with the applicable Governmental Authority under applicable Money Transmitter Laws and Virtual Currency Business Laws in the United States (both federal and state laws) and any other applicable non-U.S. countries relating to licensing or registration for their activities. Each of the relevant Target Companies is, and has been since the Lookback Date, in compliance with, and has fulfilled and performed all of its obligations with respect to the relevant U.S. federal and state regulations and enforcement actions under applicable Money Transmitter Laws and Virtual Currency Business Laws, including regulations promulgated by FinCEN, including those that would mandate the relevant Target Company to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records, and applicable non-U.S. laws relating to the relevant Target Company’s custody, exchange, or transmission of virtual currencies. Except as disclosed on Schedule 4.29(e), none of the Target Companies is subject to any material enforcement actions, regulatory inquiries and investigations, threatened, ongoing, or settled enforcement, cautionary or other disciplinary matters, complaints or correspondence discussing actual or potential liabilities, requests for information, citations or notices of violation, and any significant proceedings before any Governmental Authority regarding any money transmitter or virtual currency business.
4.30 Certain Private Fund Matters.
(a) Each Fund has been duly organized and is validly existing in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate, partnership, limited liability company or similar power and authority, and possesses all material Permits necessary to use its name, to own, lease or otherwise hold properties and assets and to carry on its business, and is duly qualified, licensed, or registered to do business in each jurisdiction where it is required to do so under applicable Law, in each case, except as would not reasonably be expected to be material to the Target Companies, taken as a whole.
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(b) Each Fund (i) is in compliance in all material respects with applicable Law, its respective investment policies and its organizational documents, (ii) has issued shares, units, interests or other equity interests in such Fund in compliance in all material respects with applicable Law, and (iii) is exempt from registration under the Investment Company Act.
(c) Except as set forth in Schedule 4.30(c), none of the Funds has been enjoined, indicted, convicted or made the subject of any disciplinary proceedings, consent decrees or administrative orders on account of any material violation of the rules or orders of any Governmental Authority having jurisdiction over such Fund.
(d) There are no subpoenas, Actions or investigations pending or, to the Knowledge of the Target Companies, threatened in writing, before any Governmental Authority or self-regulatory organization, or before any arbitrator of any nature, brought by or against any of the Funds or any of their officers or directors involving or relating to the Funds, the assets, properties or rights of any of the Funds.
4.31 F Reorganization. The F Reorganization Documents executed in respect of the F Reorganization have been made available to the SPAC. The Plutus-Company Distribution has been carried out in accordance with applicable Law and the Organizational Documents of Plutus. The representations and warranties of Plutus and the Company expressly set forth in the F Reorganization Documents are true and correct in all material respects as of the date on which such representations and warranties were made under the F Reorganization Documents.
4.32 Finders and Brokers. Except as set forth on Schedule 4.32, no Target Company has incurred or will incur any Liability for any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby.
4.33 Exclusivity of Representations.
(a) Except for the representations and warranties contained in this Article IV, neither the Company, nor any other Person or entity on behalf of the Company has made or makes any representation or warranty, whether express or implied, with respect to the Company, its Affiliates, or its business, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the SPAC, its Affiliates or any of their Representatives by or on behalf of the Company. Neither the Company, nor any other Person on behalf of the Company, has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the SPAC, its Affiliates or any of their Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company, or any of its Affiliates, whether or not included in any management presentation.
(b) The Company and its Affiliates, acknowledge and agree that, (i) they have conducted their own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of SPAC, (ii) they have been afforded satisfactory access to the books and records, facilities and personnel of SPAC for purposes of conducting such investigation, and (iii) except for the representations and warranties contained in Article III, neither the SPAC nor any other Person or entity on behalf of the SPAC has made or makes, and the Company and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to the SPAC, its Affiliates or their respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company or its Affiliates or any of their Representatives by or on behalf of the SPAC.
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4.34 Information Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority or stock exchange with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, if such information is revised by any subsequently filed amendment or supplement to the Registration Statement prior to the time the Registration Statement is declared effective by the SEC, this clause (a) shall solely refer to the time of such subsequent revision or supplement). None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of SPAC or its Affiliates.
Article V
COVENANTS
5.1 Access and Information.
(a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 or the Closing (the “Interim Period”), subject to Section 5.15, the Company shall give, and shall cause its Representatives to give SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as SPAC or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a combined quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) to the extent such unaudited quarterly financial statements are in existence at the time of the request of such access) and cause each of the Company’s Representatives to reasonably cooperate with SPAC and its Representatives in their investigation*; provided, however,* that SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies.
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(b) During the Interim Period, subject to Section 5.15, SPAC shall give, and shall cause its Representatives to give the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC or its Subsidiaries, as the Company or its Representatives may reasonably request regarding SPAC, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) to the extent such unaudited quarterly financial statements are in existence at the time of the request of such access) and cause each of SPAC’s Representatives to reasonably cooperate with the Company and its Representatives in their investigation*; provided, however,* that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC or any of its Subsidiaries.
5.2 Conduct of Business of the Company.
(a) Unless SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or the Ancillary Documents or as set forth on Schedule 5.2, the Company shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply in all material respects with all Laws applicable to the Target Companies and their respective businesses, assets and employees, and (iii) use commercially reasonable efforts to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 5.2, nothing in this Agreement shall prohibit or restrict the Company from entering into any Transaction Financing pursuant to Section 5.20.
(b) Without limiting the generality of Section 5.2(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents, during the Interim Period, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries to not:
(i) amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;
(ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;
(iii) split, reverse split, combine, subdivide, exchange, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;
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(iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $100,000 individually or $200,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $100,000 individually or $200,000 in the aggregate;
(v) in each case other than as required by applicable Law or pursuant to the terms of existing Company Benefit Plans: increase the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), fund or commit to fund any Company Benefit Plan, or make or commit to make any bonus, retention, transaction or other payment (whether in cash, property or securities) to any employee or other service provider, or materially increase other benefits of employees generally, or grant, accelerate the funding, vesting, lapsing of restrictions or payment or in any way amend, modify or supplement the terms of any equity or equity-based or phantom equity award, or forgive any loans or issue any loans to any service provider (other than in connection with a qualified retirement plan), or hire any new employee or engage any new independent contractor (who is a natural person) with target annual cash compensation in excess of $200,000, or enter into, establish, materially amend or terminate any Company Benefit Plan (except for the Post-Closing Equity Plan) with, for or in respect of any current or former consultant, officer, manager director or employee;
(vi) make (other than in the ordinary course of business consistent with past practice) or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to material Taxes, file any amended Tax Return or claim for a material Tax refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;
(vii) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company Registered IP or other material Company IP (excluding non-exclusive licenses of Company IP granted to Company customers in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets;
(viii) terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business consistent with past practice;
(ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;
(x) fail to use commercially reasonable efforts to maintain or renew any Permits required for the conduct of the Company Business;
(xi) establish any Subsidiary or enter into any new line of business;
(xii) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;
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(xiii) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors;
(xiv) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, a Target Company or its Affiliates) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Unaudited Financial Statements;
(xv) close or materially reduce its activities, or effect any layoff or other material personnel reduction or change, at any of its facilities;
(xvi) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice;
(xvii) make capital expenditures in excess of $500,000 in the aggregate, except for those expenditures set forth on Schedule 5.2(b)(xvii);
(xviii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;
(xix) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 individually or $400,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan;
(xx) sell, lease, license, transfer exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;
(xxi) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company;
(xxii) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement;
(xxiii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice;
(xxiv) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any Related Person (other than relating to or in connection with employment, compensation and benefits, or advancement of expenses); or
(xxv) authorize or agree to do any of the foregoing actions.
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5.3 Conduct of Business of SPAC.
(a) Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or the Ancillary Documents or as set forth on Schedule 5.3, SPAC shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to SPAC and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 5.3, nothing in this Agreement shall prohibit or restrict SPAC from: (i) extending, in accordance with SPAC’s Organizational Documents and the IPO Prospectus, the deadline by which it must complete its Business Combination (an “Extension”); (ii) incurring costs and expenses in connection with the Extension; (iii) approving any other matters required in connection with the Extension; (iv) entering into any Transaction Financing pursuant to Section 5.20 and (v) redeeming the Class A Ordinary Shares held by its Public Shareholders as those Public Shareholders request in connection with the Extension or the Closing pursuant to SPAC’s Organizational Documents; and no consent of any other Party shall be required in connection therewith.
(b) Without limiting the generality of Section 5.3(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents (including any Extension) or as set forth on Schedule 5.3, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall not, and shall cause its Subsidiaries to not:
(i) amend, waive or otherwise change, in any respect, its Organizational Documents except as required by applicable Law;
(ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, restricted stock units, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; provided that nothing herein shall prevent SPAC from converting any SPAC Class B Ordinary Shares to SPAC Class A Ordinary Shares.
(iii) split, reverse split, combine, subdivide, exchange, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;
(iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $500,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person (provided, that this Section 5.3(b)(iv) shall not prevent SPAC from borrowing funds necessary to finance its ordinary course administrative costs and expenses and Expenses incurred in connection with the consummation of the Merger and the other transactions contemplated by this Agreement (including any Transaction Financing) and the costs and expenses necessary for an Extension);
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(v) hire or any engage any employee or individual independent contractor or other individual service provider (including entities owned and operated by a single individual) with annualized compensation in excess of $200,000;
(vi) make (other than in the ordinary course of business consistent with past practice) or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to material Taxes, file any amended Tax Return or claim for a material Tax refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;
(vii) amend, waive or otherwise change the Trust Agreement in any manner adverse to SPAC;
(viii) terminate, waive or assign any material right under any SPAC Material Contract;
(ix) establish any Subsidiary or enter into any new line of business;
(x) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect;
(xi) waive, release, assign, settle or compromise any claim, action or proceeding (including any Action relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, SPAC or its Subsidiary) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in SPAC Financials;
(xii) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;
(xiii) make capital expenditures in excess of $250,000 in the aggregate (excluding for the avoidance of doubt, incurring any Expenses);
(xiv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Merger);
(xv) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;
(xvi) enter into any agreement, understanding or arrangement with respect to the voting of SPAC Securities;
(xvii) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement; or
(xviii) authorize or agree to do any of the foregoing actions.
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5.4 Additional Financial Information.
(a) The Company shall deliver the audited combined financial statements of the Target Companies as of and for each of the twelve (12) months ended December 31, 2024 and December 31, 2025, consisting of the audited combined balance sheet of the Target Companies as of December 31, 2024 and December 31, 2025, and the related audited combined income statement, changes in stockholders’ equity and statement of cash flows for the twelve (12) months then ended, and the related notes thereto, audited by a PCAOB qualified auditor in accordance with PCAOB auditing standards (the “Company Audited Financials” and together with the Company Unaudited Financial Statements, the “Company Financials”) to the SPAC as soon as reasonably practicable after the date of this Agreement, but no later than forty-five (45) days from the date of this Agreement (the “Audit Delivery Date”). The Company Audited Financials (i) shall be prepared in accordance with GAAP, (ii) shall fairly present, in all material respects, the financial position, results of operations, members’ deficit and cash flows of the Target Companies, (iii) shall be (A) certified as audited in accordance with GAAP and the standards of the PCAOB by a PCAOB qualified auditor upon the filing of the initial Registration Statement, (B) shall contain an unqualified report of the Target Companies’ auditors, and (C) shall be substantially identical in all material respects (except with respect to (1) OTC Revenue and the impact thereof on gross revenue and (2) stock-based compensation) to the Company Unaudited Financial Statements from the same period except that such Company Audited Financials shall include completed going concern, lease accounting, unit base compensation, and related party transactions sections, and (iv) shall comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable).
(b) During the Interim Period, within forty five (45) calendar days following the end of each three-month quarterly period and each fiscal year, the Company shall deliver to SPAC an unaudited combined income statement and an unaudited combined balance sheet of the Target Companies for the period from December 31, 2025 through the end of such quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company or such principal accounting officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Companies as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes (collectively, the “Interim Financial Information”). From the date hereof through the Closing Date, the Company will also promptly deliver to SPAC copies of any audited combined financial statements of the Target Companies that the Company’s certified public accountants may issue.
5.5 SPAC Public Filings. During the Interim Period, SPAC will keep current and timely file all of its public filings with the SEC and otherwise comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts prior to the Closing to maintain the listing of SPAC Public Units, SPAC Class A Ordinary Shares, and SPAC Public Warrants on Nasdaq.
5.6 No Solicitation; Change in Recommendation.
(a) For purposes of this Agreement:
(i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction,
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(ii) an “Alternative Transaction” means (A) with respect to the Company and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning the sale or acquisition by a Person (or group of Persons) of (x) all or any material part of the business or assets of the Target Companies (other than in the ordinary course of business consistent with past practice) or (y) any of the shares or other equity interests or profits of the Target Companies, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise and (B) with respect to SPAC and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning a Business Combination involving SPAC.
(b) During the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives to not, without the prior written consent of the Company and SPAC, directly or indirectly, (i) solicit, assist, initiate, knowingly encourage (including by means of furnishing or disclosing information) or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, or otherwise change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, SPAC Board Recommendation (in the case of SPAC and Merger Sub), (a “Change in Recommendation”) (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party, or (vii) agree or resolve to do any of the foregoing.
(c) Notwithstanding anything in this Section 5.6 or otherwise in this Agreement to the contrary, if the SPAC Board, after consultation with its legal counsel, determines in good faith that failure to withdraw or modify the SPAC Board Recommendation would be inconsistent with the SPAC Board’s fiduciary duties to its stockholders under applicable Law, then the SPAC Board may make a Change in Recommendation so long as SPAC, to the extent reasonably practicable and permissible under applicable Law, provides the Company with at least 48 hours’ advance written notice of such withdrawal or modification; provided, that any such Change of Recommendation shall not affect SPAC’s obligations under this Section 5.6 to call and give notice of, use reasonable best efforts to convene and hold, the SPAC Extraordinary General Meeting and submit for the approval of the stockholders of SPAC the SPAC Shareholder Approval Matters.
(d) Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that would reasonably be expected to result in an Acquisition Proposal, and (ii) any request for non-public information relating to such Party or its Affiliates in connection with any Acquisition Proposal, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral), as applicable, and the identity of the party making such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.
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(e) Notwithstanding anything to the contrary herein, nothing in this Section 5.6 shall limit SPAC’s and its Representatives’ ability to (A) have discussions with third parties and provide such third parties confidential information in connection solely with a Transaction Financing and (B) negotiate or enter into a letter of intent, agreement in principle, term sheet or definitive agreement relating solely to any Transaction Financing to be consummated at Closing.
5.7 No Trading. The Company acknowledges and agrees that it is aware, and that the Company’s Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of SPAC, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “FederalSecurities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company hereby agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of SPAC (other than to engage in the Merger in accordance with Article I), communicate such information to any third party, take any other action with respect to SPAC in violation of such Laws, or cause or encourage any third party to do any of the foregoing.
5.8 Notification of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its Affiliates: (a) fails to materially comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Closing set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
5.9 Efforts.
(a) Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement.
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(b) In furtherance and not in limitation of Section 5.9(a), to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost and expense, with respect to the Transactions within as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act. Each Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person, (ii) keep the other Parties reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement, (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences, (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto, and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) As soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental Authorities requests for approval that are required in connection with the transactions contemplated by this Agreement and shall use all commercially reasonable efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement as may be required. Each Party shall give prompt written notice to the other Parties if such Party or any of its Representatives receives any notice from such Governmental Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish the other Parties with a copy of such Governmental Authority notice. If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the transactions contemplated hereby, whether prior to the Closing or after the Closing, each of Party shall arrange for Representatives of such Party to be present for such hearing or meeting. If any objections are asserted with respect to the transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the transactions contemplated by this Agreement or any Ancillary Document as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the transactions contemplated by this Agreement, or any Ancillary Document, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement or the Ancillary Documents.
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(d) Prior to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated by this Agreement or required as a result of the execution or performance of, or consummation of the transactions contemplated by, this Agreement by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts.
(e) At the request of SPAC, the Company shall make the members of its management reasonably available to participate in management presentations, “road shows,” rating agency presentations, meetings with financing sources and similar events in connection with obtaining the approval of SPAC shareholders, any “share recycling” efforts by SPAC and/or the obtaining of any debt or equity financing (including Transacting Financing) or the obtaining of ratings or Governmental Authority and other third party approvals.
5.10 Tax Matters.
(a) (i) Each of the Parties shall use its reasonable best efforts to cause the Merger to qualify as a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code, (ii) the Company shall use, and shall cause Plutus to use, their respective reasonable best efforts to cause the Plutus-Company Distribution to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and (iii) SPAC shall use its reasonable best efforts to cause the Domestication to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. None of the Parties shall (and each of the Parties shall cause their respective Subsidiaries not to) take any action, or fail to take any action, that could reasonably be expected to cause the Merger, the Plutus-Company Distribution or the Domestication to fail to qualify, respectively, as a “reorganization” within the meaning of Section 368(a) of the Code. The Parties intend to report and shall report, for federal income tax purposes, and shall not take any position inconsistent with (whether in audits, Tax Returns or otherwise) the treatment of, each of the Merger, the Plutus-Company Distribution and the Domestication, respectively, as a “reorganization” within the meaning of Section 368(a) of the Code unless otherwise required by a Governmental Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code. Each of the Parties agrees to use reasonable best efforts to promptly notify all other Parties of any challenge to the treatment described in this Section 5.10 by any Governmental Authority.
(b) Any and all transfer, documentary, sales, use, stamp, registration and other similar Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the Merger will be paid by the responsible Party when due, and the responsible Party will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges.
5.11 Further Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate the transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.
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5.12 The Registration Statement.
(a) As promptly as practicable after the date hereof, SPAC and the Company shall prepare, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “RegistrationStatement”) in connection with the registration under the Securities Act of (i) the SPAC Common Stock to be issued under this Agreement to the holders of the Company Stockholders pursuant to the Merger and (ii) the SPAC Common Stock and SPAC Warrants to be held by the holders of SPAC Ordinary Shares and SPAC Warrants following the Closing, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC shareholders for the matters to be voted on at an extraordinary general meeting of SPAC shareholders to be called and held for such purpose (the “SPACExtraordinary General Meeting”) and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents to have their SPAC Public Shares redeemed (the “Redemption). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to vote, at the SPAC Extraordinary General Meeting, in favor of resolutions approving (i) the adoption and approval of this Agreement, the Ancillary Documents and the transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with Transaction Financing, if any) and the Domestication, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq; (ii) the adoption and approval of the Amended SPAC Charter (as hereinafter defined), (iii) adoption and approval of a new equity incentive plan for SPAC in a form satisfactory to SPAC and Company (the “IncentivePlan” or “Post-Closing Equity Plan”), and which will provide for awards representing a percentage (to be mutually agreed upon by the SPAC and the Company) of the aggregate number of shares of SPAC Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption), and shall include an “evergreen” provision that will provide for an automatic increase on the first day of each fiscal year of two percent (2%) of the number of shares available for issuance under the Incentive Plan, as further set forth in the Incentive Plan, (iv) the appointment of the members of the Post-Closing SPAC Board in accordance with Section 5.17 hereof, (v) the approval of the Insider Letter Amendment, and (vi) such other matters (or, to the extent applicable, excluding such approval matters) as the Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Domestication, the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), and (vii) the adjournment of SPAC Extraordinary General Meeting to a later date or dates, if necessary or desirable in the reasonable determination of the chairman of the SPAC Extraordinary General Meeting. If on the date for which SPAC Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, SPAC may make one or more successive postponements or, with the consent of the Extraordinary General Meeting, adjournments of SPAC Extraordinary General Meeting; provided that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Extraordinary General Meeting to a date that is beyond the Outside Date. In connection with the Registration Statement, SPAC and the Company will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents, the Companies Act, the DGCL and the rules and regulations of the SEC and Nasdaq. The Company shall promptly provide SPAC with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
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(b) SPAC and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC’s Organizational Documents, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, SPAC Extraordinary General Meeting and the Redemption. Each of SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC shareholders and the Company Stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents.
(c) Each of SPAC and the Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.
(d) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, SPAC shall distribute the Registration Statement to SPAC’s shareholders, and, pursuant thereto, shall call SPAC Extraordinary General Meeting in accordance with SPAC’s Organizational Documents and the Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement or as otherwise agreed upon by SPAC and the Company.
(e) SPAC shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of SPAC Extraordinary General Meeting and the Redemption.
5.13 Company Stockholder Approval. As promptly as reasonably practicable (and in any event within two (2) Business Days) following the time at which the Registration Statement is declared effective under the Securities Act, the Company shall (i) obtain and deliver to SPAC a true and correct copy of a written consent (in form and substance as reasonably agreed by SPAC and the Company) approving and adopting this Agreement and the transactions contemplated hereby (including the Merger) that is duly executed by the Company Stockholders that hold the Required Company Stockholder Approval.
5.14 Public Announcements.
(a) The Parties agree that during the Interim Period, no public release, statement, filing, announcement or other public communication concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby, including the existence or status thereof, shall be issued by any Party or any of its Affiliates without the prior written consent of SPAC and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonably efforts to allow SPAC and the Company, reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
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(b) SPAC and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, SPAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/or any Governmental Authority in connection with the transactions contemplated hereby.
5.15 Confidential Information.
(a) The Company hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article VII, for a period of two (2) years after such termination, it shall, and shall cause its Affiliates and Representatives to: (i) treat and hold in strict confidence any SPAC Confidential Information, and will not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder, enforcing their rights hereunder or thereunder, or in furtherance of their authorized duties on behalf of SPAC or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of SPAC Confidential Information without SPAC’s prior written consent; and (ii) in the event that the Company or any of its Affiliates or Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article VII, for a period of two (2) years after such termination, becomes legally compelled to disclose any SPAC Confidential Information, (A) provide SPAC to the extent legally permitted with prompt written notice of such requirement so that SPAC or an Affiliate thereof may seek, at SPAC’s cost, a protective Order or other remedy or waive compliance with this Section 5.15(a), and (B) in the event that such protective Order or other remedy is not obtained, or SPAC waives compliance with this Section 5.15(a), furnish only that portion of such SPAC Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such SPAC Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Company shall, and shall cause its Affiliates and Representatives to, promptly deliver to SPAC or destroy (at SPAC’s election) any and all copies (in whatever form or medium) of SPAC Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that the Company and its Affiliates and Representatives shall be entitled to keep any records required by applicable Law or bona fide record retention policies; and provided, further, that any SPAC Confidential Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement.
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(b) SPAC hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article VII, for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Company Confidential Information, and will not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing its obligations hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Company Confidential Information without the Company’s prior written consent; and (ii) in the event that SPAC or any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article VII, for a period of two (2) years after such termination, becomes legally compelled to disclose any Company Confidential Information, (A) provide the Company to the extent legally permitted with prompt written notice of such requirement so that the Company may seek, at the Company’s sole expense, a protective Order or other remedy or waive compliance with this Section 5.15(b) and (B) in the event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section 5.15(b), furnish only that portion of such Company Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Company Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, SPAC shall, and shall cause its Representatives to, promptly deliver to the Company or destroy (at SPAC’s election) any and all copies (in whatever form or medium) of Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that SPAC and its Representatives shall be entitled to keep any records required by applicable Law or bona fide record retention policies; and provided, further, that any Company Confidential Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing, SPAC and its Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required by the Federal Securities Laws.
5.16 Documents and Information. After the Closing Date, SPAC shall, and shall cause its Subsidiaries (including the Company) to, until the seventh (7^th^) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of SPAC and the Company in existence on the Closing Date.
5.17 Post-Closing Board of Directors and Executive Officers.
(a) The Parties shall take all necessary action, including causing the directors of SPAC to resign, so that effective as of the Closing, SPAC’s board of directors (the “Post-Closing SPAC Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing SPAC Board (i) one (1) person designated by the SPAC (or the Sponsor) prior to the Closing, who shall be required to qualify as an independent director under Nasdaq rules, (ii) three (3) persons that are designated by the Company prior to the Closing, at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (iii) one (1) director who will be the Chief Executive Officer of the SPAC immediately following the Closing and (iv) two (2) additional directors who shall qualify as independent directors under Nasdaq rules, to be mutually agreed on prior to the Closing by SPAC and the Company, each of whom shall have expertise in the fintech/financial regulation industry. At or prior to the Closing, SPAC will provide each member of the Post-Closing SPAC Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such director.
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(b) The Parties shall take all action necessary, including causing the executive officers of SPAC to resign, so that the individuals serving as the chief executive officer and chief financial officer, respectively, of SPAC immediately after the Closing will be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person(s) identified by the Company shall serve in such role or roles).
5.18 Indemnification of Directors and Officers; Tail Insurance.
(a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors, managers and officers of each Target Company, SPAC and each Person who served as a director, officer, manager, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of SPAC or the Company (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and SPAC, Merger Sub or the Company, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective Time, SPAC shall cause the Organizational Documents of SPAC and the Surviving Subsidiary to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of SPAC to the extent permitted by applicable Law. The provisions of this Section 5.18 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives.
(b) For the benefit of each of SPAC’s directors and officers, SPAC shall, prior to the Effective Time, obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective Time for events occurring prior to the Effective Time (the “SPAC D&O Tail Insurance”) that is substantially equivalent (with respect to coverage and amount) to and in any event not less favorable in the aggregate than SPAC’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage.
(c) For the benefit of each of the Company’s directors and officers, the Company shall, prior to the Effective Time, obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective Time for events occurring prior to the Effective Time (the “Company D&O Tail Insurance”) that is substantially equivalent (with respect to coverage and amount) to and in any event not less favorable in the aggregate than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that in satisfying its obligation under this Section 5.18(c), the Company shall not be obligated to pay a premium for the Company D&O Tail Insurance in excess of 350% of the annual premium paid for the Company for D&O insurance in connection with its most recent renewal. If the premium for available coverage would exceed 350% of this current annual premium, than the Company shall purchase the maximum coverage available at a premium of 350% of this current annual premium.
(d) SPAC and the Surviving Subsidiary shall maintain SPAC D&O Tail Insurance and the Company D&O Tail Insurance, in full force and effect, and continue to honor the obligations thereunder, and SPAC and the Surviving Subsidiary shall timely pay or caused to be paid all premiums with respect to the SPAC D&O Tail Insurance and the Company D&O Tail Insurance.
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(e) The SPAC’s directors and officers and the Company’s director and officers entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 5.18 are intended to be third-party beneficiaries of this Section 5.18. This Section 5.18 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of SPAC.
5.19 Trust Account Proceeds. The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments for the Redemption, and any proceeds from any Transaction Financing shall first be used to pay (a) SPAC’s accrued and unpaid Expenses, (b) SPAC’s deferred Expenses (including cash amounts payable to the IPO Underwriter and any legal fees), (c) any loans owed by SPAC to the Sponsor for any Expenses (including deferred Expenses) or other administrative costs and expenses incurred by or on behalf of SPAC or Extension Expenses, and (d) any other unpaid Expenses of the Company as of the Closing. Such Expenses, as well as any Expenses that are required to be paid by delivery of the SPAC Common Stock, will be paid at the Closing. Any remaining cash will be used for working capital and general corporate purposes of SPAC and the Surviving Subsidiary following the Closing.
5.20 Transaction Financing.
(a) During the Interim Period, SPAC and the Company shall use reasonable best efforts to enter into written agreements (the “FinancingAgreements”) for Transaction Financings with aggregate proceeds of at least $150 million (on such terms and structuring and using such strategy, placement agents and approach, as SPAC and the Company shall mutually agree.
(b) SPAC and the Company shall, and shall cause their respective Representatives to cooperate with each other and their respective Representatives in connection with such Transaction Financing and Financing Agreements and SPAC and the Company will use their respective reasonable best efforts to cause such Transaction Financing to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC).
5.21 280G Stockholder Approval. If the Company determines, in its reasonable judgment, that approval by the Company Stockholders is required by the terms of Section 280G(b)(5)(B) of the Code to render the parachute payment provisions of Section 280G of the Code and the Treasury Regulations thereunder (collectively, “Section 280G”) inapplicable to any and all payments and/or benefits provided that might result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise Tax under Section 4999 of the Code (together, the “Section280G Payments”), then the Company shall promptly solicit the approval by such number of Company Stockholders as is required by such Section 280G(b)(5)(B) of the Code by written consent in favor of a proposal to render Section 280G inapplicable to the Section 280G Payments (the “280G Stockholder Approval”). All documents and materials relating to the 280G Stockholder Approval shall be subject to reasonable review and approval of SPAC in advance of the 280G Stockholder Approval.
5.22 Trademark Assignment. The Company shall cooperate fully and take such further actions as reasonably requested by SPAC to record the assignment of the trademark(s) identified on Schedule 5.21 attached hereto with the United States Patent and Trademark Office or other applicable trademark authorities or registries prior to the Closing (the “Trademark Assignment”).
5.23 Cyber Insurance Policy. On or prior to the Closing, the Company shall obtain a cyber insurance policy that is adequate and suitable for the nature and volume of Personal Information Processed by the Company.
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5.24 Qualification for Business. On or prior to the Closing, the Company shall (a) qualify and remain in good standing as a foreign corporation authorized to transact business in the State of California, including by filing all required applications, statements, and designations with the California Secretary of State, (b) appoint and maintain a registered agent for service of process in California, and (c) make all required Tax and other regulatory filings necessary to obtain and maintain such qualification. The Company shall promptly provide SPAC with evidence of such qualification and good standing upon receipt.
5.25 Plutus Securities. The Company shall enforce the Plutus Letter Agreement in accordance with its terms and cause the Plutus Warrants and the Plutus CVRs to be satisfied in full in accordance with the terms of the Plutus Letter Agreement.
Article VI
CLOSING CONDITIONS
6.1 Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and SPAC of the following conditions:
(a) RequiredSPAC Shareholder Approval. The SPAC Shareholder Approval Matters that are submitted to the vote of the shareholders of SPAC at SPAC Extraordinary General Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the shareholders of SPAC at SPAC Extraordinary General Meeting in accordance with SPAC’s Organizational Documents, applicable Law and the Proxy Statement (the “Required SPAC Shareholder Approval”).
(b) RequiredCompany Stockholder Approval. The requisite vote of the holders of Company Stock (including any separate class or series vote that is required, whether pursuant to the Company Charter, any stockholder agreement or otherwise) shall have authorized, approved and consented to, the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which the Company is or is required to be a party or bound, and the consummation of the transactions contemplated hereby and thereby, including the Merger, in accordance with the DGCL and the Company Charter (the “Required Company Stockholder Approval”).
(c) AntitrustLaws. Any waiting period (and any extension thereof) applicable to the consummation of this Agreement under any Antitrust Laws shall have expired or been terminated.
(d) RequisiteRegulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.
(e) NoAdverse Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.
(f) Appointmentto the Board. The members of the Post-Closing SPAC Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 5.17.
(g) RegistrationStatement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing, and no stop order or similar order shall be in effect with respect to the Registration Statement.
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(h) SPACCharter Amendment. Prior to the Closing, SPAC shall have amended and restated its certificate of incorporation in a form satisfactory to the Company (the “Amended SPAC Charter”).
(i) NasdaqListing. The shares of SPAC Common Stock shall have been approved for listing on Nasdaq upon the Closing.
(j) IncentivePlan. SPAC shall have adopted, on or prior to Closing, the Incentive Plan.
6.2 Conditions to Obligations of the Company. In addition to the conditions specified in Section 6.1, the obligations of the Company to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Company) of the following conditions:
(a) Representationsand Warranties. (i) The SPAC Fundamental Representations shall be true and correct in all material respects on and as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 3.5(a) and the first sentence of Section 3.5(b) shall be true and correct in all respects (except for de minimis inaccuracies) on and as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), (iii) the other representations and warranties of SPAC in Article III (other than SPAC Fundamental Representations and the representations and warranties set forth in Section 3.5(a) and the first sentence of Section 3.5(b) shall be true and correct (without giving effect to any limitations as to “materiality” or any similar limitation set forth herein) in all respects on and as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually and in the aggregate has not had a SPAC Material Adverse Effect.
(b) Agreementsand Covenants. SPAC shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under this Agreement to be performed or complied with by SPAC on or prior to the Closing Date.
(c) MinimumCash Condition. The sum of (i) the aggregate cash proceeds available for release from the Trust Account (after giving effect to the completion and payment of the Redemption and payment of each Party’s Expenses), plus (ii) the aggregate amount of any Transaction Financings (the “Net Cash Proceeds”), shall equal or exceed $40,000,000.
(d) ClosingDeliveries.
(i) Officer Certificate. SPAC shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of SPAC in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(b).
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(ii) Secretary Certificate. SPAC shall have delivered to the Company a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of SPAC’s Organizational Documents as in effect as of the Closing Date prior to the Effective Time, (B) the resolutions of the board of directors of SPAC authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, (C) evidence that the Required SPAC Shareholder Approval has been obtained and (D) the incumbency of officers of SPAC authorized to execute this Agreement or any Ancillary Document to which SPAC is or is required to be a party or otherwise bound.
(iii) Good Standing. SPAC shall have delivered to the Company a good standing certificate (or similar documents applicable for such jurisdictions) for SPAC certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of SPAC’s jurisdiction of organization and from each other jurisdiction in which SPAC is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.
6.3 Conditions to Obligations of SPAC. In addition to the conditions specified in Section 6.1, the obligations of SPAC to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by SPAC) of the following conditions:
(a) Representationsand Warranties. (i) the Target Company Fundamental Representations shall be true and correct (without giving effect to any limitation as to “materiality” set forth therein) in all material respects on and as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 4.3(a), 4.3(b) and 4.3(c) shall be true and correct in all respects on and as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (iii) the representations and warranties of the Company, set forth in Article IV (other than the Target Company Fundamental Representations and the representations and warranties set forth in Section 4.3(a), 4.3(b) and 4.3(c)) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all respects on and as of the date of this Agreement and on and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually and in the aggregate has not had a Material Adverse Effect.
(b) Agreementsand Covenants. The Company shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under this Agreement to be performed or complied with by them on or prior to the Closing Date.
(c) NoMaterial Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company since the date of this Agreement.
(d) CertainAncillary Documents. The Non-Competition Agreement, each Lock-Up Agreement, the Insider Letter Amendment and the Amended Registration Rights Agreement shall be in full force and effect as of the Closing.
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(e) RelatedParty Loans. The loans issued by the Company to its officers and directors and set forth on Schedule 6.3(e), shall have been repaid or cancelled.
(f) ClosingDeliveries.
(i) Officer Certificate. SPAC shall have received a certificate from the Company, dated as the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.3(a), 6.3(b) and 6.3(c).
(ii) Secretary Certificate. The Company shall have delivered to SPAC a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of each Target Company’s Organizational Documents as in effect as of the Closing Date prior to the Effective Time, (B) the requisite resolutions of the Company authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby, and the adoption of the Surviving Subsidiary Organizational Documents, and recommending the approval and adoption of the same by the holders of Company Stockholders at a duly called meeting of stockholders, (C) evidence that the Required Company Stockholder Approval has been obtained and (D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which a Target Company is or is required to be a party or otherwise bound.
(iii) Good Standing. The Company shall have delivered to SPAC good standing certificates (or similar documents applicable for such jurisdictions) for each Target Company certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of the Target Company’s jurisdiction of organization and from each other jurisdiction in which the Target Company is qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.
(iv) Employment Agreement*.* SPAC shall have received the Employment Agreement, effective as of the Closing, in form and substance reasonably acceptable to SPAC, between William Barhydt and SPAC.
(v) Consents*.* The Company shall have delivered to SPAC evidence that the consents listed on Schedule 6.3(f)(v) have been received.
(vi) Trademark Assignment*.* The Company shall have delivered to SPAC evidence that the Trademark Assignment has been completed.
(vii) Plutus Securities*.* The Company shall have delivered to SPAC evidence that the Plutus Warrants and the Plutus CVRs have been satisfied in accordance with the terms of the Plutus Letter Agreement.
(viii) FIRPTA CERTIFICATE*.* The Company shall have delivered to SPAC a certificate duly executed by the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), 1.897-2(h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and an IRS notice prepared in accordance with Treasury Regulations Section 1.897-2(h)(2), together with written authorization from the Company for SPAC to submit such certificate and notice to the IRS on behalf of the Company, in each case, in the form attached hereto as Exhibit F; provided, SPAC’s sole recourse for the Company’s failure to comply with this Section 6.3(f)(viii) shall be to make appropriate withholding as required pursuant to Section 1445 of the Code and the Treasury Regulations promulgated thereunder.
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(g) FReorganization. The Company shall have delivered to SPAC:
(i) a “Plan of Reorganization” entered into by and between the Company and Plutus, in form and substance reasonably acceptable to SPAC, covering the Plutus-Company Distribution, and whereby pursuant to such Plan of Reorganization the parties thereto agree to treat such the Plutus-Company Distribution as a reorganization described in Section 368(a)(1)(F) of the Code;
(ii) a “Plan of Liquidation” (in form and substance reasonably acceptable to SPAC) adopted by Plutus pursuant to which, following the Plutus-Company Distribution, Plutus shall liquidate and distribute or transfer all of its remaining assets to its stockholders and/or the Company, including through the use of a liquidating trust, and file a Certificate of Dissolution or any other similar required Certificate necessary to dissolve the corporation, together with a duly completed IRS Form 966 which was filed or will be filed no later than 30 days following the adoption of such Plan of Liquidation, which Plan of Liquidation must also provide that any distributions or transfers of such remaining assets that are made in a “series of distributions” or transfers will be treated as being made pursuant to such Plan of Liquidation, with all such distributions or transfers occurring no later than 12 months following the adoption of such Plan of Liquidation;
(iii) evidence reasonably satisfactory to SPAC that Plutus has ceased to conduct any and all business activities, has evidenced a continuing purpose to terminate its corporate affairs and dissolve, and that its remaining corporate affairs have been and will be directed and confined to such purpose.
6.4 Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company) failure to comply with or perform any of its covenants or obligations set forth in this Agreement.
Article VII
TERMINATION AND EXPENSES
7.1 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:
(a) by mutual written consent of SPAC and the Company;
(b) by written notice by SPAC or the Company if any of the conditions to the Closing set forth in Article VI have not been satisfied or waived by October 15, 2026 (the “Outside Date”); provided, however, the right to terminate this Agreement under this Section 7.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;
(c) by written notice by either SPAC or the Company to the other if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(c) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority;
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(d) by written notice by the Company to SPAC, if there has been a material breach by SPAC of any of its representations, warranties, covenants or agreements contained in this Agreement or if any representation or warranty of SPAC shall have become materially untrue or materially inaccurate, in any case, which would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the material breach or material inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) Business Days after written notice of such material breach or material inaccuracy is provided to SPAC or (B) the Outside Date; provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.1(d) if at such time the Company is in material uncured breach of this Agreement;
(e) by written notice by SPAC to the Company, if (i) there has been a material breach by the Company of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) Business Days after written notice of such breach or inaccuracy is provided to the Company or (B) the Outside Date; provided, that SPAC shall not have the right to terminate this Agreement pursuant to this Section 7.1(e) if at such time SPAC is in material uncured breach of this Agreement;
(f) by written notice by SPAC to the Company, if there shall have been a Material Adverse Effect on the Target Companies following the date of this Agreement, which is (or are) not cured or cannot be cured prior to twenty (20) Business Days after written notice thereof is delivered to the Company;
(g) by written notice by either SPAC or the Company to the other, if the SPAC Extraordinary General Meeting is held (including any adjournment or postponement thereof) and has concluded, SPAC’s shareholders have duly voted, and the Required SPAC Shareholder Approval was not obtained;
(h) by written notice by either SPAC or the Company to the other, if the Required Company Stockholder Approval was not obtained within five (5) Business Days following the Registration Statement being declared effective by the SEC; or
(i) by written notice by SPAC to the Company, if the Company has not delivered the Company Audited Financials to SPAC on or before the Audit Delivery Date.
7.2 Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 7.1 and pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination, including the provision of Section 7.1 under which such termination is made. In the event of the valid termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Sections 5.14, 5.15, 7.3, 8.1, Article IX and this Section 7.2 shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement (in each case of clauses (i) and (ii) above, subject to Section 8.1).
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7.3 Fees and Expenses. Subject to Section 8.1, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses, subject to Section 5.19; provided that (i) if the Closing occurs, all expenses incurred by SPAC will be paid or reimbursed by SPAC from the Trust Account, the Transaction Financing, or other cash sources available to SPAC or its Subsidiaries at the Closing, (ii) all fees, costs and expenses (including filing fees) paid or payable by any Party or any of its Affiliates as a result of or in connection with or arising under any applicable Antitrust Laws, including fees and expenses relating to any pre-merger notification required under the HSR Act shall be shared equally between the Parties, (iii) all fees, costs and expenses (including filing fees and printer costs) paid or payable by any Party or any of its Affiliates as a result of or in connection with or arising from filing the Registration Statement with the SEC shall be shared equally between the Parties, and (iv) all fees, costs and expenses (including filing fees) paid or payable by any Party or any of its Affiliates as a result of or in connection with or arising from submitting to Nasdaq a listing application for the shares of SPAC Common Stock (including any filing fees arising therefrom) shall be shared equally between the Parties.
7.4 Survival. The representations and warranties of the Parties contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Parties or their respective Representatives pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Parties and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against the Parties or their respective Representatives with respect thereto. The covenants and agreements made by the Parties and their respective Representatives in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).
Article VIII
WAIVERS AND RELEASES
8.1 Waiver of Claims Against Trust. Reference is made to the IPO Prospectus. The Company hereby represents and warrants that it has read the IPO Prospectus and understands that SPAC has established the Trust Account containing the proceeds of the IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters) (the “Public Shareholders”) and that, except as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC Class A Ordinary Shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Shareholders if SPAC fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension by an amendment to SPAC’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any income taxes or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company nor any of its Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and, the Company or any of its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to herein as, the “Released Claims”). The Company, on behalf of itself and its Affiliates, hereby irrevocably waives any Released Claims that it or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its respective Affiliates under applicable Law. To the extent that the Company or any of its Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, the Company hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that the Company or any of its Affiliates commences Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, SPAC and its Representatives, as applicable, shall be entitled to recover from the Company and its Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event SPAC or its Representatives, as applicable, prevails in such Action. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.
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Article IX
MISCELLANEOUS
9.1 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):
| If to SPAC or Merger Sub at or prior to the Closing, to:<br><br> <br><br><br> <br>New Providence Acquisition Corp. III<br><br> 401 S County Road #2588<br><br> Palm Beach, Florida 33480<br><br> <br>Attn: [***]<br><br> Email: [***] | with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>Ellenoff Grossman & Schole LLP<br><br> 1345 Avenue of the Americas, 11th Floor<br><br> New York, New York 10105<br><br> Attn: David Landau, Esq.; Meredith Laitner, Esq.<br><br> Telephone No.: [***]<br><br> Email: [***] |
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| If to the Company, to:<br><br> <br><br><br> <br>Abra Financial Holdings, Inc.<br><br> <br>1000 N. West Street<br><br> <br>Suite 1200<br><br> <br>Wilmington, DE 19801<br><br> <br>Attn: [***]<br><br> Email: [***] | with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>601 Marshall St.<br><br> <br>Redwood City, CA 94063<br><br> <br>Attn: Caine Moss<br><br> Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>525 Market Street, 32nd Floor<br><br> <br>San Francisco, CA 94105<br><br> <br>Attn: Mitzi Chang<br><br> <br>Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>100 Northern Avenue<br><br> <br>Boston, MA 02210<br><br> <br>Attn: Jocelyn Arel<br><br> Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>620 Eighth Avenue<br><br> <br>New York, NY 10018<br><br> <br>Attn: Jeffrey Letalien<br><br> <br>Email: [***] |
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| If to SPAC after the Closing, to:<br><br> <br><br><br> <br>Abra Financial Inc.<br><br> <br>1000 N. West Street<br><br> <br>Suite 1200<br><br> <br>Wilmington, DE 19801<br><br> <br>Attn: [***]<br><br> Email: [***] | with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>601 Marshall St.<br><br> <br>Redwood City, CA 94063<br><br> <br>Attn: Caine Moss<br><br> Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>525 Market Street, 32nd Floor<br><br> <br>San Francisco, CA 94105<br><br> <br>Attn: Mitzi Chang<br><br> <br>Email: [***]<br><br> <br><br><br> <br>And<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>100 Northern Avenue<br><br> <br>Boston, MA 02210<br><br> <br>Attn: Jocelyn Arel<br><br> Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>620 Eighth Avenue<br><br> <br>New York, NY 10018<br><br> <br>Attn: Jeffrey Letalien<br><br> <br>Email: [***] |
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9.2 Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of SPAC and the Company, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.
9.3 Third Parties. Except for the rights of the D&O Indemnified Persons set forth in Section 5.18, which the Parties acknowledge and agree are express third party beneficiaries of this Agreement, nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.
9.4 Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “SpecifiedCourts”). Each Party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courts. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 9.1. Nothing in this Section 9.4 shall affect the right of any Party to serve legal process in any other manner permitted by Law.
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9.5 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.5.
9.6 Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.
9.7 Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
9.8 Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by SPAC and the Company.
9.9 Waiver. SPAC on behalf of itself and its Affiliates and the Company on behalf of itself and its Affiliates, may in its sole discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.
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9.10 Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached hereto, which exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter contained herein.
9.11 Interpretation. The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with GAAP; (d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”; (h) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all references in this Agreement to the words “Section,” “Article”, “Schedule” and “Exhibit” are intended to refer to Sections, Articles, Schedules and Exhibits to this Agreement; and (k) the term “Dollars” or “$” means United States dollars. Any reference in this Agreement to a Person’s directors shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any Person filling a substantially similar position for such Person. Any reference in this Agreement or any Ancillary Document to a Person’s shareholders or stockholders shall include any applicable owners of the equity interests of such Person, in whatever form, including with respect to SPAC its shareholders or stockholders under the Companies Act, DGCL, as then applicable, or its Organizational Documents. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. To the extent that any Contract, document, certificate or instrument is represented and warranted to by the Company to be given, delivered, provided or made available by the Company, in order for such Contract, document, certificate or instrument to have been deemed to have been given, delivered, provided and made available to SPAC or its Representatives, such Contract, document, certificate or instrument shall have been posted to the electronic data site maintained on behalf of the Company for the benefit of SPAC and its Representatives and SPAC and its Representatives have been given access to the electronic folders containing such information.
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9.12 Counterparts. This Agreement and each Ancillary Document may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
9.13 Legal Representation. The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented SPAC, Merger Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented SPAC and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent one or more of the Sponsor or its respective Affiliates in connection with matters in which such Persons are adverse to SPAC, Merger Sub or any of their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company, who is or has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor or its Affiliates in which the interests of such Person are adverse to the interests of SPAC, Merger Sub, the Company or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of SPAC, Merger Sub or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor shall be deemed a client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by SPAC or the Surviving Subsidiary; provided, further, that nothing contained herein shall be deemed to be a waiver by SPAC or any of its Affiliates (including, after the Effective Time, the Surviving Subsidiary, and their respective Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.
Article X
DEFINITIONS
10.1 Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:
“Accounting Principles” means in accordance with GAAP as in effect at the date of the financial statement to which it refers or if there is no such financial statement, then as of the Closing Date.
“Action” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or before any Governmental Authority.
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“Advisory Agreement” means any agreement for the provision of Investment Management Services entered into as between a Target Company and a Client.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate or SPAC prior to the Closing.
“Ancillary Documents” means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.
“Benefit Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, phantom equity, option, stock appreciation right, restricted stock, restricted stock unit, equity purchase or other equity-based compensation plan, employment or consulting, severance, change in control, retention or termination pay, employee or consultant loan program, vacation, sick, or other bonus, deferred compensation plan or practice, hospitalization or other medical, life, death, disability or other insurance, fringe benefit, Section 125 cafeteria plan, welfare, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, Foreign Pension Plan, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA (including any similar plan subject to laws of a jurisdiction outside of the United States), maintained or contributed to or required to be contributed to by a Person for the benefit of any employee or former employee of such Person, or with respect to which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal.
“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business, excluding as a result of “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 commercially banking institutions in New York, New York are generally open for use by customers on such day.
“CFTC” means the Commodities Futures Trading Commission.
“Client” means any Person to which any Target Company provides discretionary and/or non-discretionary investment advisory or investment management (including sub-advisory or other similar) services pursuant to an Advisory Agreement, including any Fund.
“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder.
“Company Charter” means the Certificate of Incorporation of the Company, as amended and effective under the DGCL, prior to the Effective Time.
“Company ConfidentialInformation” means all confidential or proprietary documents and information concerning the Target Companies or any of their respective Representatives, furnished in connection with this Agreement or the transactions contemplated hereby; provided, however, that Company Confidential Information shall not include any information which, (i) at the time of disclosure by SPAC or its Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by a Target Company or its Representatives to SPAC or its Representatives was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Company Confidential Information.
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“Company CommonStock” means the common stock of the Company, par value $0.0001 per share.
“Company EquityPlan” means the Abra Financial Holdings Inc.’s 2025 Stock Option and Grant Plan.
“Company Option” means an option to purchase Company Common Stock that was granted pursuant to the Company Equity Plan.
“Company Privacyand Data Security Policies” means all of the Company’s past or present, internal or public-facing policies, notices, and statements concerning the privacy, security, or Processing of Personal Information, including written information security policies.
“Company Securities” means, collectively, the Company Stock and the Company Options.
“Company SecurityHolders” means, collectively, the holders of Company Securities.
“Company Stockholders” means, collectively, the holders of Company Stock.
“Company UnauditedFinancial Statements” means the unaudited combined financial statements of the Target Companies, consisting of the combined balance sheets of the Target Companies and the related combined income statements, changes in stockholder equity and statements of cash flows for the year ended, and as of, December 31, 2024 and December 31, 2025.
“ConfidentialityAgreement” means that certain Confidentiality Agreement, dated as of October 6, 2025, between SPAC and the Company.
“Consent” means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority or any other Person.
“Contracts” means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses (and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations of any kind (including any amendments and other modifications thereto), written or oral.
“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “ControlledPerson”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.
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“Copyrights” means any works of authorship, including but not limited to mask works, textual works, visual, pictorial, or graphical works, or compilations of data or other information and all copyrights therein, including all renewals and extensions, copyright registrations and applications for registration and renewal, and non-registered copyrights.
“Environmental Law” means any Law in any way relating to (a) the protection of human health and safety (as such relates to exposure to Hazardous Materials), (b) the protection, preservation or restoration of the environment and natural resources (including air, soil vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC. Section 9601 et. seq., the Resource Conservation and Recovery Act, 42 USC. Section 6901 et. seq., the Toxic Substances Control Act, 15 USC. Section 2601 et. seq., the Federal Water Pollution Control Act, 33 USC. Section 1151 et seq., the Clean Air Act, 42 USC. Section 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 USC. Section 111 et. seq., Occupational Safety and Health Act, 29 USC. Section 651 et. seq. (to the extent it relates to exposure to Hazardous Materials), the Asbestos Hazard Emergency Response Act, 15 USC. Section 2601 et. seq., the Safe Drinking Water Act, 42 USC. Section 300f et. seq., the Oil Pollution Act of 1990 and analogous state acts.
“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.
“ERISA Affiliate” means each person (as defined in Section 3(9) of ERISA) which together with any Target Company or any of its Subsidiaries would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.
“ERISA Client” means each Client that is (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) a plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code, (iii) an employee benefit plan, plan, account or arrangement that is subject to any Law substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), or (iv) any entity whose underlying assets are considered to include “plan assets” (as defined by the regulations of the Department of Labor, as amended by Section 3(42) of ERISA) of any such employee benefit plan, plan, account or arrangement, or a Person acting on behalf of such a Client.
“Exchange Ratio” means (i) the Merger Consideration, divided by (ii) the Fully-Diluted Company Shares.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all fees, costs and expenses, including all out-of-pocket expenses (including all such fees, costs and expenses with respect to counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party hereto or any of its Affiliates, exchange listings, SEC filings, compliance with the Hart Scott Rodino Antitrust Improvements Act of 1976 and obtaining the D&O Tail Insurance), incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related hereto and all other matters related to the consummation of the transactions contemplated hereby and thereby. With respect to SPAC, Expenses shall include any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO upon consummation of a Business Combination and any costs and expenses necessary for an Extension (including any of the foregoing incurred by Sponsor or its Affiliates or SPAC’s directors or officers, in each case on behalf of the SPAC and that the SPAC is liable for) (such expenses, “Extension Expenses”).
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“F ReorganizationDocuments” means, collectively, (i) the Asset Contribution Agreement, dated December 22, 2025, by and among the Company, Plutus and Plutus Financial, Inc., a Delaware corporation, (ii) the Contribution Agreement, dated December 22, 2025, by and between Plutus and the Company relating to the contribution of Abra Capital Management, LLC to the Company and (iii) the Contribution Agreement, dated December 22, 2025, by and between Plutus and the Company relating to the contribution of Abra Europe Ltd to the Company.
“FinCEN” means the Financial Crimes Enforcement Network, a bureau of the U.S. Department of Treasury.
“Foreign PensionPlan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program (other than social security or social insurance) established or maintained outside of the United States by any Target Company or any one or more of its Affiliates primarily for the benefit of employees of a Target Company or one or more of its Affiliates residing outside the United States, which plan, fund or other program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which is not subject to ERISA or the Code.
“FounderRegistration Rights Agreement” means the Registration Rights Agreement, dated as of April 23, 2025, by and among SPAC, Sponsor and the other “Holders” named therein.
“Fraud Claim” means any claim based in whole or in part upon fraud.
“Fully-Diluted CompanyShares” means (a) the total number of issued and outstanding shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, plus(b) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Options that are issued and outstanding as of immediately prior to the Effective Time, treating such outstanding Company Options as having been exercised in full (calculated using the treasury stock method of accounting).
“Fund” means any pooled investment vehicle that is sponsored, managed, advised or sub-advised by a Target Company.
“GAAP” means generally accepted accounting principles as in effect in the United States of America.
“Governmental Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.
“Hazardous Material” means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous substance”, “pollutant”, “contaminant”, “hazardous waste”, “regulated substance”, “hazardous chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other material regulated, or that could result in the imposition of Liability, under any Environmental Law, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, toxic mold, and urea formaldehyde insulation.
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“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.
“Indebtedness” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as capital leases in accordance with GAAP, (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (f) all obligations of such Person in respect of acceptances issued or created, (g) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (h) all obligations secured by an Lien on any property of such Person, (i) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (j) all obligation described in clauses (a) through (i) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.
“Intellectual Property” means any and all of the following as they exist throughout the world: (i) Patents, (ii) Trademarks, (iii) Copyrights, (iv) Trade Secrets, and (v) Internet Assets.
“Internet Assets” means any and all domain name registrations, web sites and web addresses and related rights, items and documentation related thereto, and applications for registration therefor.
“Investment AdvisersAct” means the U.S. Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder by the SEC.
“Investment ManagementServices” means any investment advisory, investment sub-advisory, investment management and other similar services, including: (a) the management of an investment account or fund (or portions thereof or a group of investment accounts or funds); (b) the giving of advice with respect to the investment and/or reinvestment of assets or funds (or any group of assets or funds), and activities related or incidental thereto; or (c) otherwise acting as an “investment adviser” within the meaning of the Advisers Act.
“IPO” means the initial public offering of SPAC Public Units (and any successor equity thereto) pursuant to the IPO Prospectus.
“IPO Prospectus” means the final prospectus of SPAC, dated as of April 23, 2025, and filed with the SEC on April 24, 2025 (File No. 333-286411).
“IPO Underwriter” means Cantor Fitzgerald & Co.
“IRS” means the U.S. Internal Revenue Service (or any successor Governmental Authority).
“Knowledge” means, with respect to (i) the Company, the actual knowledge of the executive officers or directors of any Target Company, after reasonable inquiry or (ii) any other Party, (A) if an entity, the actual knowledge of its directors and executive officers, after reasonable inquiry, or (B) if a natural person, the actual knowledge of such Party after reasonable inquiry.
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“Law” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.
“Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by any of the Target Companies.
“Liabilities” means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards), including Tax liabilities due or to become due.
“Lien” means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.
“Lock-Up Stockholders” means the Sponsor and each Person listed on Schedule B.
“Loss” means any and all losses, obligations, penalties, amounts paid in settlement, damages (including consequential damages), amounts paid in settlement, costs and expenses (including reasonable expenses of investigation, court costs and attorneys’ fees and expenses), diminution in value, Taxes, Liens and interest, in each case arising out of or related to any Action, Order or other Liability.
“Material AdverseEffect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities, results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such Person or any of its Subsidiaries on a timely basis to consummate the Merger; provided, however, that for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets or general economic or political conditions in the country or region in which such Person or any of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such Person or any of its Subsidiaries principally operate; (iii) changes in GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (iv) conditions caused by acts of God, terrorism, war (whether or not declared), earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires, weather conditions, natural or man-made disasters (which are not caused by the respective Party or any of its Affiliates or Representatives), emergencies (which are not caused by the respective Party or any of its Affiliates or Representatives), calamities, epidemics, pandemics, disease outbreaks, other acts of God or other force majeure events in the United States or other political conditions or natural disasters; (v) material changes in applicable Laws except for material changes that disproportionately negatively effect the industries or businesses in which such Person or any of its Subsidiaries principally operate; (vi) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement; (vii) any failure, in and of itself, by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein) and (viii), with respect to SPAC, the consummation and effects of the Redemption (or any redemption in connection with the Extension); provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i) - (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such Person or any of its Subsidiaries compared to other participants in the industries in which such Person or any of its Subsidiaries primarily conducts its businesses.
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“Money TransmitterLaws” mean all legal requirements that may be enforced by any Governmental Authority of the United States and any other applicable non-U.S. countries relating to licensing or registration in connection with (i) the sale or issuance of electronic money, checks, drafts, money orders, travelers checks or other payment instruments, whether or not negotiable, (ii) the provision of payment services, (iii) the transmission of funds by electronic or other means and/or (iv) the sale or issuance of stored value cards or devices.
“Nasdaq” means The Nasdaq Stock Market LLC.
“Order” means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.
“OrganizationalDocuments” means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws, operating agreement, memorandum and articles of association or similar organizational documents, in each case, as amended and/or restated.
“OTC Revenue” means any revenue generated from a trade where the Company or any Subsidiary thereof is the counterparty.
“Owned Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any of the Target Companies.
“Patents” means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions, and other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, reexamined patents or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, divided, continued, abandoned, withdrawn, or refiled).
“Permits” means all federal, state, local or foreign or other third-party permits, grants, easements, filings, accreditations, consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.
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“Permitted Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit or operational expenses, in each case arising in the ordinary course of business, (e) with respect to Intellectual Property, any non-exclusive licenses granted in the ordinary course, or (f) Liens arising under this Agreement or any Ancillary Document.
“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, exempted company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.
“Personal Information” means any information that either directly or indirectly identifies or, alone or in combination with any other information, could reasonably be used to identify, locate, or contact a natural Person, or that relates or links to, or is reasonably linkable to an identified or identifiable individual, including name, street address, telephone number, email address, identification number issued by a Governmental Authority, credit card number, bank information, customer or account number, online identifier, device identifier, IP address, browsing history, search history, or other website, application, or online activity or usage data, location data, biometric data, medical or health information, or any other information that is considered “personally identifiable information,” “personal information,” or “personal data” under applicable Law, and all data associated with any of the foregoing that are or could reasonably be used to develop a profile or record of the activities of a natural Person across multiple websites or online services, to predict or infer the preferences, interests, or other characteristics of a natural Person, or to target advertisements or other content or products or services to a natural Person.
“Personal Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.
“Plutus Letter Agreement” means that certain letter agreement, dated as of March 16, 2026, by and between Plutus and the Company, with respect to (i) warrants by and between the Company and the holders thereof (the “Plutus Warrants”) and those certain Contingent Value Rights Agreements by and between the Plutus and the investors thereto (the “Plutus CVRs”).
“Privacy Laws” means all applicable Laws, Orders, and binding guidance issued by any Governmental Authority concerning the privacy, security, or Processing of Personal Information (including Laws of jurisdictions where Personal Information was collected), including, as applicable, data breach notification Laws, consumer protection Laws, Laws concerning requirements for website and mobile application privacy policies and practices, Social Security number protection Laws, data security Laws, and Laws concerning email, text message, or telephone communications. Without limiting the foregoing, Privacy Laws include: the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Children’s Online Privacy Protection Act, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, the Computer Fraud and Abuse Act, the Electronic Communications Privacy Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented by the Health Information Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009, the Gramm-Leach-Bliley Act, the Family Educational Rights and Privacy Act, the GDPR, and all other similar international, federal, state, provincial, and local Laws.
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“Processing” means any operation performed on Personal Information or that relevant Privacy Laws include in the definition of processing, processes, or process, including the collection, creation, receipt, access, use, handling, recording, compilation, analysis, organizing, monitoring, maintenance, retention, storage, holding, transmission, transfer, protection, disclosure, amendment, distribution, erasure, destruction, or disposal of Personal Information.
“Real Property Leases” means all leases, sub-leases, licenses, concessions or other agreements (written or oral), pursuant to which the Target Companies hold any Leased Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of the Target Companies thereunder.
“Redemption Price” means an amount equal to the price at which each SPAC Public Share is redeemed, as determined in accordance with the SPAC’s Organizational Documents and the IPO Prospectus.
“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor environment.
“Remedial Action” means all actions to (i) clean up, remove, treat, or remediate any Hazardous Material, (ii) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition of noncompliance with Environmental Laws.
“Representatives” means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors, consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person or its Affiliates.
“SEC” means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).
“Securities Act” means the Securities Act of 1933, as amended.
“Software” means any computer software programs, including all source code, object code, and documentation related thereto and all software modules, libraries, repositories, tools and databases.
“SOX” means the U.S. Sarbanes-Oxley Act of 2002, as amended.
“SPAC Board” means the board of directors of the SPAC.
“SPAC Class A OrdinaryShares” means the Class A ordinary shares, par value $0.0001 per share, of SPAC.
“SPAC Class B OrdinaryShares” means the Class B ordinary shares, par value $0.0001 per share, of SPAC.
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“SPAC Common Stock” means, following the Domestication, the common stock, par value $0.0001 per share, of SPAC.
“SPAC FundamentalRepresentations” means the representations and warranties specified in Section 3.1 (Organization and Standing), Section 3.2 (Authorization; Binding Agreement); Section 3.4 (Non-Contravention); Section 3.5(a) (Capitalization); Section 3.5(b) (other than the first sentence of Section 3.5(b)) (Capitalization); and Section 3.17 (Finders and Brokers).
“SPAC Ordinary Shares” means SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares, collectively.
“SPAC PreferenceShares” means preference shares, par value $0.0001 per share, of SPAC.
“SPAC Private Units” means the units issued to the Sponsor and the IPO Underwriter in a private placement that closed simultaneously with in the IPO, consisting of one SPAC Class A Ordinary Share and one-third of one SPAC Private Warrant.
“SPAC Private Warrants” means one-third of one warrant that was included as part of each SPAC Private Unit, with each whole warrant entitling the holder thereof to purchase one (1) SPAC Class A Ordinary Share at a purchase price of $11.50 per share.
“SPAC Public Share” means one Class A Ordinary Share that was included as part of each SPAC Public Unit.
“SPAC Public Units” means the units issued in the IPO (including overallotment units acquired by the IPO underwriters) consisting of one SPAC Class A Ordinary Share and one-third of one SPAC Public Warrant.
“SPAC Public Warrants” means one-third of one warrant that was included as part of each SPAC Public Unit, with each whole warrant entitling the holder thereof to purchase one (1) SPAC Class A Ordinary Share at a purchase price of $11.50 per share.
“SPAC Securities” means SPAC Public Units, SPAC Ordinary Shares, SPAC Preference Shares and SPAC Warrants, collectively.
“SPAC Warrants” means SPAC Private Warrants and SPAC Public Warrants, collectively.
“Sponsor” means New Providence Holdings III, LLC, a Delaware limited liability company.
“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.
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“Target Company” means each of the Company and its direct and indirect Subsidiaries, provided, that each of Plutus and its Subsidiaries shall be deemed to be a Target Company for purposes of the representations and warranties made under Sections 4.9 (Compliance with Laws) through Section 4.31 (F Reorganization), other than Section 4.16 (Title to and Sufficiency of Assets).
“Target CompanyFundamental Representations” means the representations and warranties specified in Section 4.1 (Organization and Standing), Section 4.2 (Authorization; Binding Agreement); Section 4.3(a) (Capitalization); Section 4.3(b) (Capitalization); Section 4.3(c) (Capitalization); Section 4.6 (Non-Contravention); Section 4.31 (F Reorganization); and Section 4.32 (Finders and Brokers).
“Tax Return” means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.
“Taxes” means all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, tax collected at source, equalization levy, payroll, employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.
“Trade Secrets” means any trade secrets, confidential business information, concepts, ideas, designs, research or development information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary rights (whether or not patentable or subject to copyright, trademark, or trade secret protection).
“Trademarks” means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names (including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications for registration and renewal thereof.
“Transaction Financing” means a capital raising transaction in connection with the Transactions structured as one or a combination of common equity, preferred equity, convertible equity or debt, non-redemption or backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash or cash equivalents, in each case, whether such investment is into SPAC or the Company.
“Trust Account” means the trust account established by SPAC with the proceeds from the IPO pursuant to the Trust Agreement in accordance with the IPO Prospectus.
“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of April 23, 2025, as it may be amended, by and between SPAC and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.
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“Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.
“Virtual CurrencyBusiness Laws” mean all legal or regulatory requirements that may be enforced by any Governmental Authority for activities involving virtual currency, including, but not limited to, (i) receiving virtual currency for transmission or transmitting virtual currency, (ii) storing, holding, or maintaining custody or control of virtual currency on behalf of others, (iii) buying and selling virtual currency, (iv) performing exchange services or (v) controlling, administering or issuing a virtual currency.
“Warrant Agreement” means that Warrant Agreement, dated as of April 23, 2025, as it may be amended, by and between SPAC and the Continental Stock Transfer & Trust Company, in its capacity as warrant agent.
10.2 Section References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section as set forth below adjacent to such terms:
| Term | Section |
|---|---|
| Acquisition Proposal | 5.6(a)(i) |
| Agreement | Preamble |
| Alternative Transaction | 5.6(a)(ii) |
| Amended SPAC Charter | 6.1(h) |
| Antitrust Laws | 5.9(b) |
| Business Combination | 8.1 |
| Closing | 2.1 |
| Closing Date | 2.1 |
| Closing Filing | 5.14(b) |
| Closing Press Release | 5.14(b) |
| Companies Act | Preamble |
| Company | Preamble |
| Company Benefit Plan | 4.18(a) |
| Company Business | Recitals |
| Certificate of Merger | 1.2 |
| Company D&O Tail Insurance | 5.18(c) |
| Company Disclosure Schedules | Article IV |
| Company Financials | 5.4(a) |
| Company IP | 4.13(c) |
| Company Material Contracts | 4.12(a) |
| Company | Preamble |
| Company Permits | 4.10 |
| Company Registered IP | 4.13(a) |
| D&O Indemnified Persons | 5.18(a) |
| DGCL | Recitals |
| Effective Time | 1.2 |
| EGS | 2.1 |
| Employment Agreements | Recitals |
| Enforceability Exceptions | 3.2 |
| Excluded Securities | 1.8(b) |
| Extension | 5.3(a) |
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| Term | Section |
|---|---|
| Extension Expenses | 10.1 |
| Federal Securities Laws | 5.7 |
| Financing Agreements | 5.20(a) |
| Incentive Plan | 5.12(a) |
| Interim Financial Information | 5.4(b) |
| Interim Period | 5.1(a) |
| Investment Company Act | 3.16 |
| Lock-Up Agreement | Recitals |
| Merger | Recitals |
| Merger Consideration | 1.7 |
| Merger Sub | Preamble |
| Non-Competition Agreements | Recitals |
| Outside Date | 7.1(b) |
| Party(ies) | Preamble |
| Post-Closing Equity Plan | 5.12(a) |
| Post-Closing SPAC Board | 5.17(a) |
| Privacy Agreements | 4.25(a) |
| Proxy Statement | 5.12(a) |
| Public Certifications | 3.6(a) |
| Public Shareholders | 8.1 |
| Redemption | 5.12(a) |
| Registration Statement | 5.12(a) |
| Related Person | 4.20 |
| Released Claims | 8.1 |
| Required Company Stockholder Approval | 6.1(b) |
| Required SPAC Shareholder Approval | 6.1(a) |
| SEC Reports | 3.6(a) |
| Section 409A Plan | 4.18(k) |
| Security Incident | 4.25(d) |
| Signing Filing | 5.14(b) |
| Signing Press Release | 5.14(b) |
| SPAC | Preamble |
| SPAC Board Recommendation | Recitals |
| SPAC D&O Tail Insurance | 5.18(b) |
| SPAC Disclosure Schedules | Article III |
| SPAC Extraordinary General Meeting | 5.12(a) |
| SPAC Financials | 3.6(c) |
| SPAC Material Contract | 3.13(a) |
| SPAC Shareholder Approval Matters | 5.12(a) |
| Specified Courts | 9.4 |
| Stockholder Merger Consideration | 1.7 |
| Surviving Subsidiary | 1.1 |
| Top Customers | 4.23 |
| Top Suppliers | 4.23 |
{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;SIGNATURE PAGE FOLLOWS}
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IN WITNESS WHEREOF, each Party hereto has caused this Business Combination Agreement to be signed and delivered as of the date first written above.
| SPAC: | |
|---|---|
| NEW PROVIDENCE ACQUISITION CORP. III | |
| By: | /s/ Gary Smith |
| Name: | Gary Smith |
| Title: | Co-Chief Executive Officer |
| Merger Sub: | |
| AETHER MERGER SUB I CORP. | |
| By: | /s/ Gary Smith |
| Name: | Gary Smith |
| Title: | President |
| The Company: | |
| ABRA FINANCIAL HOLDINGS, INC. | |
| By: | /s/ William Barhydt |
| Name: | William Barhydt |
| Title: | Chief Executive Officer |
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Exhibit 10.1
Execution Version
Certain personally identifiable informationhas been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.
FORM OF COMPANY SUPPORT AGREEMENT
This Company Support Agreement (this “Agreement”) is made as of March 16, 2026 by and among (i) New Providence AcquisitionCorp. III, a Cayman Islands exempted company incorporated with limited liability (together with its successors, the “SPAC”), (ii) Abra Financial Holdings, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned stockholders (collectively, the “Holders” and each, a “Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
WHEREAS, on or about the date hereof, (i) the SPAC, (ii) the Company, and (iii) Aether Merger Sub I Corp., a Delaware corporation and a wholly-owned subsidiary of the SPAC (“Merger Sub”) have entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions thereof, among other matters, upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”) among other matters: (i) prior to the Merger (as defined below) SPAC shall continue out of the Cayman Islands and into the State of Delaware as to re-domicile as and become a Delaware corporation pursuant to the Cayman Islands Companies Law (2020 Revision) and the applicable provisions of the Delaware General Corporation Law (the “Domestication”) and (ii) Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”); and as a result of which each issued and outstanding security of the Company immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of the Company shall receive shares of common stock of the SPAC; and
WHEREAS, as of the date hereof, each Holder is the sole record holder and sole beneficial (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) owner, and has full voting power over (a) the number of shares of Common Stock (“Company Common Stock”) of the Company, set forth opposite such Holder’s name on Schedule A next to the applicable heading (the Holders’ Subject Common Stock shall be referred to herein as the Holder’s “Subject Stock”); and
WHEREAS, as a condition to the willingness of the SPAC to enter into the Business Combination Agreement, and as an inducement and in consideration therefor, and in view of the valuable consideration to be received by each Holder thereunder, and the expenses and efforts to be undertaken by the SPAC and the Company to consummate the Business Combination Agreement, the Ancillary Documents, the Merger and the other transactions contemplated by any such documents (collectively, the “Transactions”), the SPAC, the Company and such Holder desire to enter into this Agreement in order for such Holder to provide certain assurances to the SPAC regarding the manner in which such Holder is bound hereunder to vote its Subject Stock during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with Section 6 hereof (the “Voting Period”) with respect to the Business Combination Agreement, the Merger, the Ancillary Documents and the Transactions.
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Covenantto Vote in Favor of Transactions and Other Actions in Connection with the Transactions. Each Holder agrees, with respect to all of the Subject Stock:
(a) during the Voting Period, at each meeting of the stockholders of the Company (the “Company Stockholders”) or any class or series thereof, and in each written consent or resolutions of any of the Company Stockholders in which such Holder is entitled to vote or consent as a stockholder of the Company (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours after the Company requests such delivery), such Holder hereby unconditionally and irrevocably agrees to be present for such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum and vote (in person or by proxy), or consent to any action by written consent or resolution, in accordance with the applicable provisions of the Company’s Organizational Documents, including its Bylaws and the Company Charter, dated December 22, 2025, and October 28, 2025, respectively, and with respect to, as applicable, the Subject Stock (i) in favor of, and adopt, the Merger, the Business Combination Agreement, the Ancillary Documents, any amendments to the Company’s Organizational Documents, and all of the other Transactions (and any actions required in furtherance thereof), (ii) in favor of the other matters set forth in the Business Combination Agreement, and (iii) to vote the Subject Stock in opposition to: (A) any Acquisition Proposal or Alternative Transaction and any and all other proposals (x) for the acquisition of the Company, (y) that could reasonably be expected to delay or impair the ability of the Company to consummate the Merger, the Business Combination Agreement or any of the Transactions, or (z) which are in competition with or materially inconsistent with the Business Combination Agreement or the Ancillary Documents; (B) other than as contemplated by the Business Combination Agreement or the Ancillary Documents, any material change in (x) the present capitalization of the Company or any amendment of the Company’s Organizational Documents or (y) the Company’s corporate structure or business; or (C) any other action or proposal involving any Target Company that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions to the Closing under the Business Combination Agreement not being fulfilled;
(b) to promptly execute and deliver all related documentation and take such other action in support of the Merger, the Business Combination Agreement, any Ancillary Documents and any of the Transactions as shall reasonably be requested by the Company or the SPAC in order to carry out the terms and provision of this Section 1, including, without limitation, (i) any actions by written consent of the Company Stockholders presented to such Holder, and (ii) any applicable Ancillary Documents (including, without limitation, a Lock-Up Agreement and a Non-Competition and Non-Solicitation Agreement, which shall be entered into by certain Holders), customary instruments of conveyance and transfer, and any consent, waiver, governmental filing, and any similar or related documents;
(c) except as contemplated by the Business Combination Agreement or the Ancillary Documents, not make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any Subject Stock in connection with any vote or other action with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of adoption of the Business Combination Agreement and the Transactions and any other proposal the approval of which is a condition to the obligations of the parties under the Business Combination Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by Section 1 of this Agreement);
(d) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Merger, the Business Combination Agreement, the Ancillary Documents and any of the Transactions, including pursuant to the DGCL;
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(e) that each Holder hereby unconditionally and irrevocably waives any and all pre-emption rights, rights of first offer, rights of first refusal, rights of participation, tag-along rights and all other similar rights that each Holder may have in respect of the Business Combination and/or the Transactions contemplated by the Business Combination Agreement, whether such rights arise from the Company’s Organizational Documents, any other agreement, contract and/or arrangement (whether written or unwritten), at law or otherwise.
2. Grant of Proxy. Each Holder, with respect to all of such Holder’s Subject Stock, hereby irrevocably grants to, and appoints, the SPAC and any designee of the SPAC (determined in SPAC’s sole discretion) as such Holder’s attorney-in-fact and proxy, with full power of substitution and resubstitution, for and in such Holder’s name, to vote, or cause to be voted (including by proxy or written consent, if applicable) any Subject Stock owned (whether beneficially or of record) by such Holder as of the date hereof and as of immediately prior to the Effective Time, with respect to any vote related to the Business Combination Agreement and the Transactions. The proxy granted by such Holder pursuant to this Section 2 is irrevocable and is granted in consideration of the SPAC entering into this Agreement and the Business Combination Agreement and incurring certain related fees and expenses. Each Holder hereby affirms that such irrevocable proxy is coupled with an interest by reason of the Business Combination Agreement and, except upon the termination of this Agreement in accordance with Section 5(a), is intended to be irrevocable. Each Holder agrees, until this Agreement is terminated in accordance with Section 5(a), to vote its Subject Stock in accordance with Section 1 above.
3. OtherCovenants.
(a) No Transfers. Each Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without the SPAC’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”); (B) enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Subject Stock; (C) grant any proxies or powers of attorney with respect to any or all of the Subject Stock; (D) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Subject Stock; (E) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Subject Stock owned by such Holder or his/her/its Affiliates in a voting trust or subject any Subject Stock to any arrangement or agreement with respect to the voting of such Subject Stock, unless specifically requested to do so by the Company and the SPAC in connection with the Business Combination Agreement, the Ancillary Documents or the Transactions or (F) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting such Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Subject Stock in violation of this Agreement. Each Holder agrees with, and covenants to, the SPAC that such Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated share representing any Subject Stock during the term of this Agreement without the prior written consent of the SPAC, and the Company hereby agrees that it shall not effect any such Transfer.
(b) Changes to Subject Stock. In the event of an equity distribution, or any change in the equity interests of the Company by reason of any equity distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Subject Stock” shall be deemed to refer to and include the Subject Stock as well as all such equity distributions and any securities into which or for which any or all of the Subject Stock may be changed or exchanged or which are received in such transaction. Each Holder agrees during the Voting Period to notify the SPAC and the Company promptly in writing of the number and type of any changes to Holder’s ownership of or voting rights with respect to the Subject Stock, upon Holder’s acquisition or commitment to acquire any additional Subject Stock or upon any other changes involving Holder relating to the equity interests or securities convertible or exercisable for equity interests of the Company.
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(c) Compliance with Business Combination Agreement. Each Holder agrees during the Voting Period not to take or agree or commit to take any action that would make any representation and warranty of such Holder contained in this Agreement inaccurate in any material respect. Each Holder further agrees that it shall use its commercially reasonable efforts to cooperate with the SPAC to effect the Merger, all other Transactions, the Business Combination Agreement, the Ancillary Documents and the provisions of this Agreement. During the Voting Period, each Holder shall not authorize or permit any of its Representatives to, directly or indirectly, take any action that the Company is prohibited from taking pursuant to Section 5.2 of the Business Combination Agreement (unless the SPAC shall have consented thereto).
(d) Registration Statement. During the Voting Period, each Holder agrees to provide to the SPAC, the Company and their respective Representatives any information regarding such Holder or the Subject Stock that is reasonably requested by the SPAC, the Company or their respective Representatives for inclusion in the Registration Statement.
(e) Publicity. No Holder shall issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated herein without the prior written approval of the Company and the SPAC. Each Holder hereby authorizes the Company and the SPAC to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), such Holder’s identity and ownership of the Subject Stock and the nature of such Holder’s commitments and agreements under this Agreement, the Business Combination Agreement and any other Ancillary Documents.
(f) No Solicitation. Each Holder agrees to be bound by and subject to Section 5.6 (No Solicitation; Change in Recommendation) of the Business Combination Agreement to the same extent as such provisions apply to the Company as if such Holder was a party thereto.
4. Representationsand Warranties of Holders. Each Holder hereby represents and warrants to the SPAC and the Company as follows:
(a) Binding Agreement. Such Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so and (ii) if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized and validly existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If such Holder is not a natural person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by such Holder has been duly authorized by all necessary corporate, limited liability or partnership action on the part of such Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). Such Holder understands and acknowledges that the SPAC is entering into the Business Combination Agreement in reliance upon the execution and delivery of this Agreement by such Holder.
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(b) Ownership of Subject Stock. As of the date hereof, such Holder has beneficial ownership over the Subject Stock set forth under such Holder’s name on the signature page hereto, is the lawful owner of such Subject Stock, has the sole power to vote or cause to be voted such Subject Stock (to the extent the Subject Stock have associated voting rights), and has good and valid title to such Subject Stock, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Holder pursuant to arrangements made by such Holder. Except for the Subject Stock of the Company set forth under such Holder’s name on the signature page hereto, as of the date of this Agreement, such Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.
(c) No Conflicts. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other person is necessary for the execution of this Agreement by such Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by such Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict with or result in any breach of the certificate of incorporation, bylaws or other comparable organizational documents of such Holder, if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which such Holder is a party or by which such Holder or any of the Subject Stock or its other assets may be bound, or (iii) violate any applicable Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair such Holder’s ability to perform its obligations under this Agreement in any material respect.
(d) No Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered into, nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Subject Stock, (ii) has not granted, nor will grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Subject Stock and (iii) has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty of Holder contained herein untrue or incorrect in any material respect or have the effect of preventing Holder from performing any of its material obligations under this Agreement.
5. Waiver and Release of Claims. Holder covenants and agrees as follows:
(a) Subject to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in paragraph (d) below), Holder, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the SPAC, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the SPAC, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing, in each case to the extent arising out of or relating to Holder’s capacity as a current or former stockholder of the Company or holder of any other equity securities of the Company (or securities convertible into equity securities of the Company) (each a “Claim” and, collectively, the “Claims”).
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(b) Holder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, Holder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases with respect to the specified subject matter notwithstanding the discovery or existence of any such additional facts or different understandings of law.
(c) Holder understands that Holder has the right not to release existing Claims of which Holder is not aware, unless Holder voluntarily chooses to waive this right. Having been so apprised, Holder elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 5, in each case, effective as of the Closing. Holder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, the SPAC and the Company would not have agreed to the terms of this Agreement.
(d) Notwithstanding the foregoing provisions of this Section 5 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of the Business Combination Agreement, this Agreement, any of the Ancillary Documents, or any other document, certificate or Contract executed or delivered in connection with the Business Combination Agreement, as each such agreement or instrument may be amended in accordance with its terms and the terms set forth in (A) the Business Combination Agreement or (B) this Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any organizational document of the Company or any indemnity or similar agreements by the Company with or for the benefit of a Releasing Party solely to the extent (in each case) contemplated by Section 5.18 of the Business Combination Agreement, (iii) any Claims for compensation, reimbursement of expenses or benefits payable to such Holder in his, her or its capacity as an officer, director, employee, consultant or contractor of the Company or any of its Subsidiaries; or (iv) any Claims for obligations pursuant to, or other rights set forth in, any employment or similar agreement between Holder, on the one hand, and the Company or any Subsidiary of the Company, on the other hand, together with any other agreements, documents, instruments or certificates contemplated by the foregoing, as well as any other employment related rights that such Holder has by Contract or pursuant to applicable Law.
6. Miscellaneous.
(a) Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of the SPAC, the Company or any Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of the SPAC and the Company, (ii) the Effective Time (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Effective Time), and (iii) the date of termination of the Business Combination Agreement in accordance with its terms. The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against another party hereto or relieve such party from liability for such party’s breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 6 shall survive the termination of this Agreement.
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(b) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and may not be assigned, transferred or delegated by operation of Law or otherwise without the prior written consent of the SPAC and the Company, and any purported assignment, transfer or delegation without such consent shall be null and void; provided that no such assignment shall relieve the assigning party of its obligations hereunder. Each of the Company and the SPAC may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.
(c) Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party hereto or thereto or a successor or permitted assign of such a party.
(d) Amendment to Voting Agreement. Each of the Company and the Holder agrees to the amendment of that certain Voting Agreement by and among the Company and certain of its stockholders, dated December 22, 2025 (the “Voting Agreement”), such that the lock-up limitations set forth in Section 7 of the Voting Agreement is hereby struck from the Voting Agreement.
(e) Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Courts for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courts. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 6(h) (and in the case of Holder, the address set forth on such Holder’s signature page). Nothing in this Section 6(e) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.
(f) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(f).
(g) Interpretation. The titles and subtitles contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs, including any defined terms, include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; (iv) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; and (v) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
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(h) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):
| If to the SPAC, to:<br><br> <br><br><br> <br>New Providence Acquisition Corp. III<br><br> 401 S County Road #2588<br><br> <br>Palm Beach, Florida 33480<br><br> <br>Attn: [***]<br><br> <br>Email: [***] | with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>Ellenoff Grossman & Schole LLP<br><br> <br>1345 Avenue of the Americas, 11th Floor<br><br> <br>New York, New York 10105<br><br> <br>Attn: David Landau, Esq.; Meredith Laitner, Esq.<br><br> <br>Telephone No.: [***]<br><br> <br>Email: [***] |
|---|---|
| If to the Company, to:<br><br> <br><br><br> <br>Abra Financial Holdings, Inc.<br><br> <br>1000 N. West Street<br><br> <br>Suite 1200<br><br> <br>Wilmington, DE 19801<br><br> <br>Attn: [***]<br><br> Email: [***] | with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>601 Marshall St.<br><br> <br>Redwood City, CA 94063<br><br> <br>Attn: Caine Moss<br><br> Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>525 Market Street, 32nd Floor<br><br> <br>San Francisco, CA 94105<br><br> <br>Attn: Mitzi Chang<br><br> <br>Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>100 Northern Avenue<br><br> <br>Boston, MA 02210<br><br> <br>Attn: Jocelyn Arel<br><br> Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>620 Eighth Avenue<br><br> <br>New York, NY 10018<br><br> <br>Attn: Jeffrey Letalien<br><br> <br>Email: [***] |
| If to a Holder, to: the address set forth under such Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to, if not the party sending the notice, each of the Company and the SPAC (and each of their copies for notices hereunder). |
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(i) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the SPAC, the Company and each Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.
(j) Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
(k) Specific Performance. Each Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by such Holder, money damages will be inadequate and the Company and the SPAC will not have an adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by such Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company and the SPAC shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by any such Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.
(l) Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.
9
(m) No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among the Holders, the Company and the SPAC, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Company Stockholders entering into voting agreements with the Company or the SPAC. No Holder is affiliated with any other holder of Subject Stock entering into a voting or support agreement with the Company or the SPAC in connection with the Business Combination Agreement and Holder has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in the Company or the SPAC any direct or indirect ownership or incidence of ownership of or with respect to any Subject Stock.
(n) Further Assurances. From time to time, at another party’s request and without further consideration, each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.
(o) Entire Agreement. This Agreement (together with the Business Combination Agreement to the extent referred to herein) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the SPAC or any of the obligations of any Holder under any other agreement between such Holder and the SPAC or any certificate or instrument executed by such Holder in favor of the SPAC, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the SPAC or any of the obligations of such Holder under this Agreement.
(p) Counterparts. This Agreement may be executed and delivered (including by electronic signature or by email in portable document format) in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank;Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Company Support Agreement as of the date first written above.
| The SPAC: | |
|---|---|
| NEW PROVIDENCE ACQUISITION CORP. III | |
| By: | |
| Name: | Gary Smith |
| Title: | Co-Chief Executive Officer |
| The Company: | |
| ABRA FINANCIAL HOLDINGS, INC. | |
| By: | |
| Name: | William Barhydt |
| Title: | Chief Executive Officer |
[Signature Pages Continue]
{Signature Page to Company Support Agreement}
| Holder: |
|---|
| By: |
| Name: |
| Address for Notice: |
| --- |
| Address: |
| Telephone No.: |
| --- |
| Email: |
| --- |
Exhibit 10.2
Execution Version
Certain personally identifiable informationhas been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.
FORM OF LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2026 by and between (i) New ProvidenceAcquisition Corp. III, a Cayman Islands exempted company (together with its successors, the “SPAC”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
WHEREAS, contemporaneously herewith, the SPAC, Abra Financial Holdings, Inc., a Delaware corporation (the “Company”), AetherMerger Sub I Corp., a Delaware corporation and a wholly-owned subsidiary of the SPAC (“Merger Sub”) entered into that certain Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”);
WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters, upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”): (i) prior to the Merger (as defined below) SPAC shall continue out of the Cayman Islands and into the State of Delaware as to re-domicile as and become a Delaware corporation pursuant to the Cayman Islands Companies Law (2020 Revision) and the applicable provisions of the Delaware General Corporation Law (the “Domestication”) and (ii) Merger Sub will merge with and into the Company with the Company continuing as the surviving entity (the “Merger”) and as a result of which each issued and outstanding security of the Company immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of the Company shall receive shares of common stock of the SPAC;
WHEREAS, as of the date hereof, Holder is a holder of the Company Common Stock, as set forth underneath Holder’s name on the signature page hereto; and
WHEREAS, pursuant to the Business Combination Agreement, and in view of the valuable consideration to be received by Holder thereunder, the parties desire to enter into this Agreement, pursuant to which the shares of SPAC Common Stock to be received by Holder in the Transactions (all such securities, including, without limitation, the Holder’s Stockholder Merger Consideration, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “RestrictedSecurities”) shall become subject to limitations on disposition as set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Lock-Up Provisions.
(a) Holder hereby agrees not to during the period (the “Lock-Up Period”) commencing from the date of the Closing and ending on the earlier of (i) eighteen (18) months after the Closing, or (ii) if, subsequent to the Closing, the closing price of SPAC Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 10 trading days within any 20-trading day period commencing after the Closing or (iii) subsequent to the Closing, the date on which the SPAC completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Company’s shareholders having the right to exchange their shares for cash, securities or other property: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (C) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (A), (B) or (C) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (A), (B) or (C) (a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer or other disposition of any or all of the Restricted Securities owned by Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Holder, (III) to any Permitted Transferee (defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, or (V) to the SPAC pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of SPAC Common Stock in connection with the termination of the undersigned’s employment with or services to the SPAC; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the SPAC an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) if Holder is an entity, as a distribution to limited partners, stockholders, members or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder, or (5) any affiliate of Holder. Holder further agrees to execute such agreements as may be reasonably requested by the SPAC that are consistent with the foregoing or that are necessary to give further effect thereto.
(b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and the SPAC shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, the SPAC may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock-Up Period.
(c) During the applicable Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF MARCH 16, 2026, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), A CERTAIN REPRESENTATIVE OF THE ISSUER NAMED THEREIN AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(d) For the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of the SPAC during the applicable Lock-Up Period, including the right to vote any Restricted Securities, subject to the terms of the Business Combination Agreement.
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2. Miscellaneous.
(a) Termination of Business Combination Agreement. This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.
(b) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and may not be transferred or delegated by Holder at any time and any such purported transfer shall be null and void. the SPAC may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.
(c) Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.
(d) Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in Wilmington, Delaware (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Courts for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courts. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(f) (and in the case of Holder, the address set forth on such Holder’s signature page). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.
(e) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(e).
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(f) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(g) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):
| If to SPAC, at or prior to the Closing, to:<br><br> <br><br><br> <br>New Providence Acquisition Corp. III<br><br> <br>401 S County Road #2588<br><br> <br>Palm Beach, Florida 33480<br><br> <br>Attn: [***]<br><br> <br>Email: [***] | With a copy (which shall not constitute notice) to:<br><br> <br><br><br> <br>Ellenoff Grossman & Schole LLP<br><br> <br>1345 Avenue of the Americas, 11th Floor<br><br> <br>New York, New York 10105<br><br> <br>Attn: David Landau, Esq.; Meredith Laitner, Esq.<br><br> <br>Telephone No.: [***]<br><br> <br>Email: [***] |
|---|---|
| If to the SPAC after the Closing, to:<br><br> <br><br> Abra Financial Inc.<br><br> <br>1000 N. West Street<br><br> <br>Suite 1200<br><br> <br>Wilmington, DE 19801<br><br> <br>Attn: [***]<br><br> <br>Email: [***] | With copies to (which shall not constitute notice):<br><br> <br>with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>601 Marshall St.<br><br> <br>Redwood City, CA 94063<br><br> <br>Attn: Caine Moss<br><br> <br>Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>525 Market Street, 32nd<br>Floor<br><br> <br>San Francisco, CA 94105<br><br> <br>Attn: Mitzi Chang<br><br> <br>Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>100 Northern Avenue<br><br> <br>Boston, MA 02210<br><br> <br>Attn: Jocelyn<br>Arel<br><br> <br>Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>620 Eighth Avenue<br><br> <br>New York, NY 10018<br><br> <br>Attn: Jeffrey Letalien<br><br> <br>Email: [***] |
| If to Holder, to: the address set forth below Holder’s name on the signature page to this Agreement. |
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(h) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the SPAC, New Providence Holdings III, LLC (the “Sponsor”), the SPAC, and Holder, and Sponsor shall be an express third-party beneficiary of this Agreement for purposes of this Section 2(h). No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.
(i) Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a court of competent jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
(j) Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages will be inadequate and the SPAC will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, the SPAC shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.
(k) Entire Agreement. This Agreement, together with the Business Combination Agreement to the extent referred to herein, constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the SPAC or any of the rights, remedies or obligations of Holder under any other agreement between Holder and the SPAC or any certificate or instrument executed by Holder in favor of the SPAC, and nothing in any other agreement, certificate or instrument shall limit any of the rights, remedies or obligations of the SPAC or any of the rights, remedies or obligations of Holder under this Agreement.
(l) Further Assurances. From time to time, at another party’s reasonable request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.
(m) Counterparts. This Agreement may be executed and delivered (including by electronic signature or by email in portable document form) in two or more counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank;Signature Pages Follow]
5
IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
| SPAC: |
|---|
| new<br> providence acquisition corp. iii |
| By: |
| Name:<br> Gary Smith |
| Title:<br> Co-Chief Executive Officer |
{Additional Signature on the Following Page}
IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
Holder:
Name of Holder: [___________________________]
| By: |
|---|
| Name: |
| Title: |
| Company Stock: |
| --- |
| Class and number of Stock: |
| Address for Notice: |
| --- |
| Address: |
| Facsimile No.: |
| --- |
| Telephone No.: |
| Email: |
| --- |
Exhibit 10.3
Execution Version
Certain personally identifiable informationhas been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.
SPONSOR SUPPORT AGREEMENT
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2026, by and among (i) New ProvidenceHoldings III, LLC, a Delaware limited liability company (“Sponsor”), (ii) New Providence AcquisitionCorp. III, a Cayman Islands exempted company (“SPAC”), and (iii) Abra Financial Holdings, Inc. a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to such terms in the Business Combination Agreement, by and among SPAC, the Company and Aether Merger Sub I Corp., a Delaware corporation and a direct wholly owned Subsidiary of SPAC (“Merger Sub”), dated as of the date hereof (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).
WHEREAS, Sponsor owns 611,074 SPAC Class A Ordinary Shares (the “Placement Shares”), which were included in the private placement units (the “Placement Units”) issued to the Sponsor in connection with the SPAC’s initial public offering (the “IPO”) and 7,503,750 SPAC Class B Ordinary Shares (the “Founder Shares”, and together with the Placement Shares, the “Sponsor Shares”), which were issued to the Sponsor in private placement transactions consummated in connection with the IPO;
WHEREAS, Sponsor owns 203,691 SPAC Private Warrants, which were included in the Placement Units (the “Sponsor Warrants”);
WHEREAS, in connection with the IPO, the officers and directors of SPAC (each, an “Insider” and collectively, the “Insiders”) together with the Sponsor, Cantor Fitzgerald & Co. and SPAC entered into a letter agreement dated April 23, 2025 (the “InsiderLetter”), pursuant to which Sponsor and the Insiders agreed, among other matters, to (i) waive any redemption rights that Sponsor or such Insider may have in connection with the consummation of an initial business combination with respect to any SPAC Ordinary Shares owned by Sponsor or such Insider, (ii) waive any rights to liquidating distributions from the Trust Account with respect to the Sponsor Shares (although they will be entitled to liquidating distributions from the Trust Account with respect to any SPAC Class A Ordinary Shares sold in the IPO as part of the SPAC Public Units), (iii) vote any SPAC Ordinary Shares owned by Sponsor or such Insider in favor of an initial business combination for which SPAC seeks approval and (iv) certain transfer restrictions with respect to the Sponsor Shares;
WHEREAS, Article 17.3 of SPAC’s Amended and Restated Memorandum and Articles of Incorporation (as amended, the “SPAC Charter”) provides, among other matters, that the SPAC Class B Ordinary Shares will automatically convert into SPAC Class A Ordinary Shares upon the consummation of an initial business combination, subject to adjustment pursuant to Article 17.4 of the SPAC Charter if additional SPAC Class A Ordinary Shares or equity-linked securities (as defined in the SPAC Charter), are issued or deemed issued in excess of the amounts sold in the IPO (the “Anti-Dilution Right”), excluding certain exempted issuances;
WHEREAS, concurrently with the execution and delivery of this Agreement, SPAC, the Company and Merger Sub are entering into the Business Combination Agreement, pursuant to which, upon the consummation of the transactions contemplated thereby (the “Closing”), among other matters, (a) SPAC will continue out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to the Act and the applicable provisions of the DGCL (the “Domestication”); and (b) Merger Sub will merge with and into the Company (with the Company surviving such merger as a wholly-owned subsidiary of SPAC) (the “Merger” and, together with the Domestication and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents, the “Transactions”);
WHEREAS, as a condition and inducement to the Company’s willingness to enter into the Business Combination Agreement, the Company has required that Sponsor enter into this Agreement.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows:
- Enforcement of Sponsor Voting Requirements, Transfer Restrictions and Redemption Waiver
(a) During the Interim Period, for the benefit of the Company, (i) Sponsor agrees that it will fully comply with, and perform all of their obligations, covenants and agreements set forth in the Insider Letter in all material respects, and shall (A) cause all of the SPAC Ordinary Shares owned by it to be counted as present at the Special Extraordinary General Meeting (including any adjournment or postponement thereof) for purposes of calculating a quorum thereat, (B) vote all of the SPAC Ordinary Shares owned by it in favor of the Transactions, including each of the SPAC Shareholder Approval Matters and, if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the SPAC Shareholder Approval Matters or to allow reasonable time for the SPAC Board to accept reversals of elections to redeem SPAC Class A Ordinary Shares by the SPAC shareholders, the adjournment of the Special Extraordinary General Meeting, (C) waive any redemption rights that it may have in connection with the Closing with respect to any SPAC Class A Ordinary Shares owned by it and (D) fully comply with the transfer restrictions set forth in the Insider Letter with respect to the Sponsor Shares, in each case subject to the exceptions set forth in the Insider Letter, provided that, in the case of any permitted Transfer (as defined in the Insider Letter) pursuant to the terms of the Insider Letter, the transferee (the “Permitted Transferee”) must enter into a written agreement with the Company and SPAC agreeing to be bound by the provisions of this Agreement and the Insider Letter; and (ii) SPAC agrees (A) to enforce the Insider Letter in accordance with its terms, and (B) not to amend, modify or waive any provision of the Insider Letter without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned).
(b) Notwithstanding the foregoing, SPAC, the Sponsor and the Company acknowledge and agree that, prior to the Closing, SPAC, Sponsor and any other insider party to the Insider Letter who owns any SPAC Ordinary Shares shall enter into an amendment to the Insider Letter subject to and conditioned upon the Closing, to modify the transfer and lock-up restrictions applicable to the Founder Shares (or the SPAC Class A Ordinary Shares issuable upon conversion of the Founder Shares) held from and after the Closing by Sponsor, to be:
(i) With respect to 50% of the Founder Shares (the “Unlocked Founder Shares”):
(A) If the Net Cash Proceeds upon the Closing are less than $75 million, the Unlocked Founder Shares shall be subject to Lock-Up (as defined in the Insider Letter) for a period of 180 days following the Closing;
(B) If the Net Cash Proceeds are equal to or greater than $75 million, but less than $100 million, the Unlocked Founder Shares shall be subject to Lock-Up (as defined in the Insider Letter) for a period of 90 days following the Closing;
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(C) If the Net Cash Proceeds are equal to or greater than $100 million, the Unlocked Founder Shares shall not be subject to Lock-Up (as defined in the Insider Letter) and will be freely tradeable upon the Closing (subject to any restrictions imposed by the Securities Act).
(ii) With respect to the remaining 50% of the Founder Shares, such Founder Shares shall be subject to a lock-up period of eighteen (18) months from the Closing (the “Lock-UpPeriod”), provided, that such Founder Shares will released from Lock-Up (as defined in the Insider Letter), during the Lock-Up Period, the volume-weighted average price of SPAC’s common stock is equal to or greater than $12.50 for 10 trading days in any 20-trading day period.
Waiver of Anti-Dilution Protection. Sponsor, as the holder of all of the issued and outstanding SPAC Class B Ordinary Shares, solely in connection with, and subject to and conditioned upon, the Closing, waives any adjustment pursuant to the Anti-Dilution Right, and agrees that, upon the Closing, the SPAC Class B Ordinary Shares will automatically convert into SPAC Class A Ordinary Shares at the Initial Conversion Ratio (as defined in the SPAC Charter) in connection with the Transactions. This waiver shall be void and of no force and effect following the date on which the Business Combination Agreement is validly terminated in accordance with its terms. All other terms in the SPAC Charter related to the SPAC Class B Ordinary Shares shall remain in full force and effect, except as contemplated by the Business Combination Agreement or the Ancillary Documents.
Representations and Warranties of Sponsor. Sponsor represents and warrants to the Company, as follows:
(a) Authorization. Sponsor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement by Sponsor and the consummation by Sponsor of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sponsor and no other proceedings on the part of Sponsor or Sponsor’s membership unit holders are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby except as have been obtained prior to the date of this Agreement. This Agreement has been duly and validly executed and delivered by Sponsor, and assuming the due execution and delivery by the Company and SPAC, constitutes the legal, valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, except as limited by Laws affecting or relating to the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought.
(b) Consents and Approvals; No Violations.
(i) The execution, delivery and performance of this Agreement by Sponsor and the consummation by Sponsor of the transactions contemplated hereby do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Consent of, or other action by or in respect of or any Governmental Authority on the part of Sponsor.
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(ii) The execution, delivery and performance by Sponsor of this Agreement, the consummation by Sponsor of the transactions contemplated by this Agreement and compliance by Sponsor with any of the provisions hereof do not and will not (A) conflict with or violate any provision of the Sponsor’s Organizational Documents in any material respect, (B) conflict with or violate any Law, Order or consent applicable to Sponsor or any of its properties or assets or (C) result in any material violation or breach of, or materially conflict with, or constitute (with or without notice or lapse of time or both) a material default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, result in the loss of any material benefit under, or result in the triggering of any material payments pursuant to, any of the terms, conditions or provisions of, any Contract to which Sponsor is a party, except in the case of clauses (B) and (C) above as would not reasonably be expected, either individually or in the aggregate, to impair in any material respect the ability of Sponsor to timely perform its obligations hereunder or consummate the transactions contemplated hereby.
(c) Ownership of Sponsor Shares. (i) As of the date hereof, Sponsor is the sole record owner of all of the Sponsor Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws, this Agreement and the Insider Letter), (ii) as of the date hereof, Sponsor has the sole voting power with respect to such Sponsor Shares and (iii) Sponsor has not entered into any voting agreement (other than this Agreement and the Insider Letter) with or granted any Person any proxy (revocable or irrevocable) with respect to such Sponsor Shares.
(d) Ownership of Sponsor Warrants. As of the date hereof, Sponsor is the sole record owner of all of the Sponsor Warrants, free and clear of all Liens (other than Liens arising under applicable securities Laws, this Agreement and the Insider Letter).
(e) No Other SPAC Equity Interests. As of the date hereof, Sponsor is not the holder or beneficial owner of any equity interest of SPAC other than the Sponsor Shares and Sponsor Warrants.
(f) Contracts with SPAC. Except for (a) the Contracts disclosed in the SPAC Disclosure Schedules and (b) any Contract filed as an exhibit to a form, report, schedule, statement or other document that is publicly filed with the SEC, none of Sponsor nor any of the Affiliates of Sponsor is a party to any Contract with SPAC.
Further Assurances. Sponsor hereby agrees that it shall, from time to time, (a) execute and deliver, or cause to be executed and delivered, such Ancillary Documents as may be necessary to satisfy any condition to the Closing under the Business Combination Agreement, in substantially the form previously provided to Sponsor as of the date of this Agreement, and (b) shall undertake commercially reasonable efforts to (i) execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments and (ii) take, or cause to be taken, such actions, and do, or cause to be done, and assist and cooperate with the other parties in doing such things, in each case, as are reasonably necessary for the purpose of effectively carrying out the transactions contemplated by the Business Combination Agreement and this Agreement, in each case, where such efforts do not require Sponsor expenditures in excess of those contemplated by the Business Combination Agreement.
General.
(a) Termination. This Agreement shall terminate on the earlier to occur of (a) the Closing or (b) at such time, if any, as the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, and upon such termination this Agreement shall be null and void and of no effect whatsoever, and the parties hereto shall have no obligations under this Agreement; provided, however, that no termination of this Agreement shall relieve or release a party hereto from any obligations or liabilities for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud Claim against such party, in either case prior to such termination. Notwithstanding the foregoing, Sections 2 and 5 shall survive any termination of this Agreement pursuant to clause (a) of the immediately preceding sentence in accordance with their terms.
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(b) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in person, (b) by email, with affirmative confirmation of delivery (i.e., an electronic record of the sender that the email was sent to the intended recipient thereof without an “error” or similar message that such email was not received by such intended recipient), (c) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (d) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party hereto at the following addresses (or at such other address for a party hereto as shall be specified by like notice):
| If to SPAC or Sponsor at or prior to the Closing, to:<br><br> <br><br><br> <br>New Providence Acquisition Corp. III<br><br> 401 S County Road #2588<br><br> Palm Beach, Florida 33480<br><br> Attn: [***]<br><br> Email: [***] | with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>Ellenoff Grossman & Schole LLP<br><br> <br>1345 Avenue of the Americas, 11th Floor<br><br> <br>New York, NY 10105, U.S.A.<br><br> <br>Attn: David Landau, Esq.; Meredith Laitner, Esq.<br><br> Telephone No.: [***]<br><br> Email: [***] |
|---|---|
| If to the Sponsor, to:<br><br> <br><br><br> <br>New Providence Holdings III, LLC<br><br> 401 S County Road #2588<br><br> Palm Beach, Florida 33480<br><br> Attn: [***]<br><br> Email: [***] | with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>Ellenoff Grossman & Schole LLP<br><br> <br>1345 Avenue of the Americas, 11th Floor<br><br> <br>New York, NY 10105, U.S.A.<br><br> <br>Attn: David Landau, Esq.; Meredith Laitner, Esq.<br><br> Telephone No.: [***]<br><br> Email: [***] |
| If to the Company, to:<br><br> <br><br><br> <br>Abra Financial Holdings, Inc.<br><br> <br>1000 N. West Street<br><br> <br>Suite 1200<br><br> <br>Wilmington, DE 19801<br><br> <br>Attn: [***]<br><br> Email: [***] | with a copy (which will not constitute notice) to:<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>601 Marshall St.<br><br> <br>Redwood City, CA 94063<br><br> <br>Attn: Caine Moss<br><br> Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>525 Market Street, 32nd Floor<br><br> <br>San Francisco, CA 94105<br><br> <br>Attn: Mitzi Chang<br><br> <br>Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>100 Northern Avenue<br><br> <br>Boston, MA 02210<br><br> <br>Attn: Jocelyn Arel<br><br> Email: [***]<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Goodwin Procter LLP<br><br> <br>620 Eighth Avenue<br><br> <br>New York, NY 10018<br><br> <br>Attn: Jeffrey Letalien<br><br> <br>Email: [***] |
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(c) Entire Agreement. This Agreement (together with the other Ancillary Documents, the Business Combination Agreement and each of the other documents and the instruments referred to herein, to the extent incorporated herein) constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof 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 thereof.
(d) Governing Law; Jurisdiction; Waiver of Jury Trial. Sections 9.4 and 9.5 of the Business Combination Agreement shall apply to this Agreement mutatis mutandis.
(e) Remedies. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of any rights or remedies otherwise available. The parties hereto agree that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to seek specific enforcement of the terms and provisions of this Agreement, in addition to any other remedy to which any party hereto is entitled at law or in equity. In the event that any Proceeding shall be brought in equity to enforce the provisions of this Agreement, no party hereto shall allege, and each party hereto hereby waives the defense, that there is an adequate remedy at law, and each party hereto agrees to waive any requirement for the securing or posting of any bond in connection therewith.
(f) Amendments and Waivers. This Agreement may be amended or modified only with the written consent of SPAC, the Company and Sponsor. The observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the party hereto against whom enforcement of such waiver is sought. No failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.
(g) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid, illegal or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.
(h) Assignment. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties; provided, that in the event that Sponsor transfers any of its Sponsor Shares or Sponsor Warrants to any Permitted Transferee in accordance with this Agreement and the Insider Letter, Sponsor shall, by providing notice to SPAC and the Company prior to such Transfer (as defined in the Insider Letter), transfer its rights and obligations under this Agreement with respect to such securities to such Permitted Transferee, who shall be required to agree in writing to be bound by the terms and conditions of this Agreement and the Insider Letter. Any purported assignment in violation of this Section 6(h) shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned and their respective successors and permitted assigns.
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(i) Costs and Expenses. Subject to Section 7.3 of the Business Combination Agreement, each party to this Agreement will pay its own costs and expenses (including legal, accounting and other fees) relating to the negotiation, execution, delivery and performance of this Agreement.
(j) No Joint Venture. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between any of the parties hereto. No party hereto is by virtue of this Agreement authorized as an agent, employee or legal representative of any other party hereto. Without in any way limiting the rights or obligations of any party hereto under this Agreement, prior to the Closing, (i) no party hereto shall have the power by virtue of this Agreement to control the activities and operations of any other and (ii) no party hereto shall have any power or authority by virtue of this Agreement to bind or commit any other party hereto. No party hereto shall hold itself out as having any authority or relationship in contravention of this Section 6(j).
(k) Publicity. Section 5.15 of the Business Combination Agreement shall apply to this Agreement mutatis mutandis.
(l) Capacity as Shareholder. Sponsor signs this Agreement solely in its capacity as a shareholder of SPAC, and not in its capacity as a director (including “director by deputization”), officer or employee of SPAC, if applicable. Nothing herein shall be construed to: (i) restrict, limit, prohibit or affect any actions or inactions by Sponsor or any representative of Sponsor, as applicable, serving in the capacity of a director or officer of SPAC or any Subsidiary of SPAC, acting in such person’s capacity as a director or officer of SPAC or any Subsidiary of SPAC (it being understood and agreed that the Business Combination Agreement contains provisions that govern the actions or inactions by the directors and officers of SPAC with respect to the Merger and the other Transactions) or (ii) prohibit, limit or restrict the exercise of any fiduciary duties as director or officer of SPAC that is otherwise permitted by, and done in compliance with, the terms of the Business Combination Agreement (and in each case of clauses (i) and (ii), without limiting Sponsor’s obligations hereunder in its capacity as a shareholder of SPAC).
(m) Affiliates. In this Agreement, the term “Affiliates”, when used with respect to a particular Person, means any other Person directly or indirectly controlling, controlled by or under common control with such Person, whether through one or more intermediaries or otherwise, and the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise. Notwithstanding the foregoing, (i) Affiliates of Sponsor shall only include SPAC and Persons directly or indirectly controlled by SPAC, and Sponsor and SPAC (and each of their respective Affiliates) shall be deemed not to be Affiliates of each other for purposes of this Agreement and (ii) no private investment fund (or similar vehicle) or business development company, or any other investment account, fund, vehicle or other client advised or sub-advised by Sponsor or by Sponsor’s Affiliates or any portfolio companies thereof shall be deemed to be an Affiliate of Sponsor, except to the extent any such Person is expressly requested or directed by Sponsor to take any action which would constitute a breach of this Agreement if taken by Sponsor, and such Person actually takes such prohibited action (it being understood and agreed that this Agreement shall not otherwise apply to, or be binding on, any Persons described in this clause (ii)).
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(n) No Recourse. Neither SPAC nor any of its Subsidiaries, nor any of the past, present or future stockholders of SPAC (other than Sponsor or any permitted transferee thereof), nor any director, officer, employee, member, partner, shareholder or other owner (whether direct or indirect), Affiliate, agent, attorney or representative of Sponsor, shall have any obligation or liability for the obligations or liabilities of Sponsor under this Agreement. Without limiting the foregoing, this Agreement may only be enforced against the persons or entities that have executed and delivered a counterpart to this Agreement.
(o) Headings; Interpretation. The headings and subheadings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “hereof,” “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; (iv) the term “or” means “and /or”; (v) the word “extent” in the phrase “to the extent” means the degree to which a subject or thing extends, and such phrase shall not simply mean “if’; and (vi) references to “written” or “in writing” include in electronic form. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement.
(p) Counterparts. This Agreement may be executed in two or more counterparts, and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document, but all of which together shall constitute one and the same instrument. Copies of executed counterparts of this Agreement transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered original executed counterparts of this Agreement.
(q) New Shares. In the event that, during the Interim Period (i) any SPAC Ordinary Shares, warrants to purchase SPAC Ordinary Shares or other equity securities of SPAC are issued to Sponsor in respect of the Sponsor Shares or the Sponsor Warrants, pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of SPAC Ordinary Shares , warrants to purchase SPAC Ordinary Shares or other equity securities of SPAC owned by Sponsor or otherwise, then such SPAC Ordinary Shares, warrants to purchase SPAC Ordinary Shares or other equity securities acquired or purchased by Sponsor shall be subject to the terms of this Agreement to the same extent as if they constituted Sponsor Shares or Sponsor Warrants, as applicable, or (ii) Sponsor (A) purchases or otherwise acquires beneficial ownership of any SPAC Ordinary Shares, warrants to purchase SPAC Ordinary Shares or other equity securities of SPAC after the date of this Agreement, or (B) acquires the right to vote any SPAC Ordinary Shares or other equity securities of SPAC after the date of this Agreement (such SPAC Ordinary Shares, warrants to purchase SPAC Ordinary Shares or other equity securities, collectively the “New Securities”), then such New Securities acquired or purchased by Sponsor shall be subject to the terms of Section 1 of this Agreement to the same extent as if they constituted the Sponsor Shares or Sponsor Warrants owned by Sponsor as of the date hereof.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Sponsor Support Agreement as of the date first written above.
| SPAC: | |
|---|---|
| NEW PROVIDENCE ACQUISITION CORP. III | |
| By: | /s/ Gary Smith |
| Name: | Gary Smith |
| Title: | Co-Chief Executive Officer |
| Sponsor: | |
| New Providence Holdings III, LLC | |
| By: | /s/ Alexander Coleman |
| Name: | Alexander Coleman |
| Title: | Manager |
| The Company: | |
| ABRA FINANCIAL HOLDINGS, INC. | |
| By: | /s/ William Barhydt |
| --- | --- |
| Name: | William Barhydt |
| Title: | Chief Executive Officer |
[Signature Page – Sponsor Support Agreement]
Exhibit 10.4
Execution Version
Certain personally identifiable informationhas been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
THIS NON-COMPETITION ANDNON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 16, 2026 by and among the undersigned individual (the “Subject Party”), New Providence Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “SPAC”), and Abra Financial Holdings, Inc., a Delaware corporation (together with its successors, the “Company” and, collectively with the SPAC and each of the SPAC’s and/or the Company’s respective direct and indirect subsidiaries (collectively with the SPAC and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
WHEREAS, contemporaneously herewith, the SPAC, the Company, and Aether Merger Sub I Corp., a Delaware corporation and a wholly-owned subsidiary of SPAC (“MergerSub”) entered into that certain Business Combination Agreement (as amended from time to time, the “BusinessCombination Agreement”);
WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters, upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”), among other matters: (i) prior to the Merger (as defined below) SPAC shall continue out of the Cayman Islands and into the State of Delaware as to re-domicile as and become a Delaware corporation pursuant to the Cayman Islands Companies Law (2020 Revision) and the applicable provisions of the Delaware General Corporation Law (the “Domestication”) and (ii) Merger Sub will merge with and into the Company with the Company continuing as the surviving entity (the “Merger”); and as a result of which each issued and outstanding security of the Company immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of the Company shall receive shares of common stock of the SPAC;
WHEREAS, the Company, directly and indirectly through its subsidiaries, engages in the business of wealth management within the digital asset space (the “Business”);
WHEREAS, in connection with the transactions contemplated by the Business Combination Agreement (the “Transactions”), and to enable the SPAC to secure more fully the benefits of the Transactions, including the protection and maintenance of the goodwill and confidential information of the Covered Parties, the SPAC has required, as a condition to employment, that the Subject Party enter into this Agreement;
WHEREAS, the Subject Party is entering into this Agreement in order to induce the SPAC to enter into the Business Combination Agreement and consummate the Transactions, pursuant to which the Subject Party will directly or indirectly receive a material benefit; and
WHEREAS, the Subject Party is an equityholder of the Company, and as a director and/or officer and an employee of the Company, has contributed to the value of the Company and its subsidiaries and has obtained extensive and valuable knowledge and confidential information concerning the Business of the Company and its subsidiaries.
NOW, THEREFORE, in order to induce the SPAC to consummate the Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subject Party hereby agrees as follows:
| 1. | Restriction on Competition. |
|---|---|
| (a) | Restriction. The Subject Party hereby agrees that during the period from the Closing until the<br>two (2) year anniversary of the Closing Date (such period, the “Restricted Period”), the Subject Party will<br>not, and will cause his or her Affiliates (other than the SPAC and its subsidiaries) not to, directly or indirectly, without the prior<br>written consent of the SPAC (which may be withheld in its sole discretion), anywhere in the United States or in any other markets, in<br>each case in which the Company or its subsidiaries are engaged, or are actively contemplating becoming engaged, in the Business as of<br>the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business<br>(other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control<br>of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative<br>of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding<br>the foregoing, the Subject Party and his or her Affiliates shall not be prohibited from: (i) directly<br>or indirectly, owning solely as a passive investment not in excess of five percent (5%) in the aggregate of any class of capital<br>stock of any corporation if such stock is publicly traded and listed on any national exchange or quoted on the Nasdaq or New York Stock<br>Exchange, regardless of whether or not such corporation is a Competitor; (ii) owning a passive equity interest in a diversified private<br>or public debt or equity investment fund (including without limitation hedge and mutual funds) in which the Subject Party does not have<br>the ability to control or exercise any managerial influence over such fund; (iii) working for or becoming employed or engaged by<br>a venture capital, private equity, or debt fund that owns equity interests in a Competitor so long as the Subject Party does not serve<br>as an officer, director, employee, advisor, or consultant, or provide any services to any such Competitor; (iv) being employed by<br>any government agency, college, university or other non-profit research organization or performing speaking engagements and receiving<br>honoraria in connection with such engagements, or (v) any activity consented to in writing by the Covered Parties; provided that<br>in all such instances, the Subject Party continues to abide by all confidentiality obligations in favor of the Covered Parties under all<br>applicable agreements containing such confidentiality obligations (“Permitted Ownership”). |
| --- | --- |
| (b) | Acknowledgment. The Subject Party acknowledges and agrees, based upon the advice of legal counsel<br>and/or on the Subject Party’s own education, experience and training, that (i) the Subject Party possesses knowledge of the trade<br>secrets and/or confidential information of the Covered Parties and the Business, (ii) the Subject Party’s execution of this Agreement<br>is a material inducement to the SPAC and the Company to enter into the Business Combination Agreement and consummate the Transactions<br>and to realize the goodwill of the Company and its Subsidiaries, for which the Subject Party and/or his, her or its Affiliates will receive<br>a substantial direct or indirect financial benefit which the Subject Party agrees constitutes adequate consideration for entering into<br>this Agreement, and that the SPAC and the Company would not have entered into the Business Combination Agreement or consummated the Transactions<br>but for the Subject Party’s agreements set forth in this Agreement; (iii) it would impair the goodwill of the Covered Parties and<br>reduce the value of the assets of the Covered Parties and could cause serious and irreparable injury if the Subject Party and/or his,<br>her or its Affiliates were to use their ability and knowledge by engaging in the Business in the Territory in competition with the Company,<br>and/or to otherwise breach the obligations contained herein and that the Company would not have an adequate remedy at law because of the<br>unique nature of the Business, (iv) the Subject Party and his, her or its Affiliates have no intention of engaging in the Business (other<br>than through the Covered Parties) during the Restricted Period other than through Permitted Ownership, (v) the relevant public policy<br>aspects of restrictive covenants, covenants not to compete and non-solicitation provisions have been discussed, and every effort has been<br>made to limit the restrictions placed upon the Subject Party to those that are reasonable and necessary to protect the Covered Parties’<br>legitimate interests, (vi) the Covered Parties conduct and intend to conduct the Business everywhere in the Territory and compete with<br>other businesses that are or could be located in any part of the Territory, (vii) the foregoing restrictions on competition are fair and<br>reasonable in type of prohibited activity, geographic area covered, scope and duration and do not impose an undue hardship on the Subject<br>Party and will not prevent the Subject Party from earning a living, (viii) the consideration provided to the Subject Party under this<br>Agreement and the Business Combination Agreement is not illusory, and (ix) such provisions do not impose a greater restraint than is necessary<br>to protect the goodwill or other business interests of the Covered Parties. |
| --- | --- |
2
| 2. | No Solicitation; No Disparagement. |
|---|---|
| (a) | No Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted<br>Period, the Subject Party will not and will not permit his, her or its Affiliates (other than a Covered Party) to, without the prior written<br>consent of the SPAC (which may, other than as contemplated by the following Section 2(a)(i), be withheld in its sole discretion), either<br>on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s<br>duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant<br>or otherwise any Covered Personnel (as defined below), provided that with respect to this Section 2(a)(i), the SPAC’s consent shall<br>not be unreasonably withheld; (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any<br>Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in<br>any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided,however, the Subject Party and his, her or its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel<br>(x) voluntarily and independently initiates contact in writing with the Subject Party without any direct or indirect solicitation, inducement<br>or encouragement by or on behalf of the Subject Party or its Affiliate, or (y) solicits an offer of employment from the Subject Party<br>or its Affiliate (or other Person whom any of them is acting on behalf of) by responding to a general advertisement or solicitation program<br>conducted by or on behalf of the Subject Party or its Affiliate (or such other Person whom any of them is acting on behalf of) that is<br>not targeted at such Covered Personnel or Covered Personnel generally. For purposes of this Agreement, “Covered Personnel”<br>shall mean any Person who was employed by the Company or its subsidiaries as of the Closing and is or was an employee, consultant or independent<br>contractor of the Covered Parties, as of the date of the relevant act prohibited by this Section 2(a) or during the one (1)-year period<br>preceding such date. The terms “consultant” and “independent contractor” do not include Persons who are actively<br>providing services in their field to other companies, such as accounting or law firms. |
| --- | --- |
| (b) | Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted<br>Period, the Subject Party will not and will not permit his, her or its Affiliates (other than a Covered Party) to, directly or indirectly,<br>without the prior written consent of the SPAC (which may be withheld in its sole discretion), individually or on behalf of any other Person<br>(other than, if applicable, a Covered Party in the performance of the Subject Party’s duties on behalf of the Covered Parties),<br>directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered<br>Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business<br>or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the Territory,<br>or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to<br>the Business in the Territory; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between<br>any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered<br>Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services<br>that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt) the business relationship between<br>a Covered Party and any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time<br>of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this<br>Agreement, a “Covered Customer” shall mean any Person or entity who is or was an actual customer, contractor<br>or client (or prospective customer, contractor or client with whom the Company or its subsidiaries actively marketed or made or taken<br>specific action to make a proposal) of the Company or its subsidiaries as of the Closing or during the one (1) year period immediately<br>preceding date of the relevant act prohibited by this Section 2(b). |
| --- | --- |
3
| (c) | Non-Disparagement. The Subject Party agrees that from and after the Closing until the two (2)-year<br>anniversary of the end of the Restricted Period, the Subject Party will not and will not permit his, her or its Affiliates (other than<br>a Covered Party) to directly or indirectly engage in any conduct that involves the making or publishing (including through electronic<br>mail distribution or online social media) of any written or oral statements or remarks (including the repetition or distribution of derogatory<br>rumors, allegations, negative reports or comments) that are disparaging, deleterious or damaging to the integrity, reputation or good<br>will of one or more Covered Parties or their respective management, officers, employees, independent contractors or consultants. Notwithstanding<br>the foregoing, the provisions of this Section 2(c) shall not restrict the Subject Party or his, her or its Affiliates from providing truthful<br>testimony or information in response to a subpoena or investigation by a Governmental Authority or in connection with any legal action<br>between the Subject Party, on the one hand, and any Covered Party, on the other hand, under this Agreement, the Business Combination Agreement<br>or any other Ancillary Document. For the avoidance of doubt, nothing in this Agreement prohibits the Subject Party from communicating<br>in good faith with a government agency, regulator or legal authority concerning any possible violations of federal or state or other law<br>or regulation (provided that the Subject Party is not authorized to waive attorney/client communications in doing so). |
|---|---|
| 3. | Confidentiality. From and after the Closing Date, the Subject Party will keep confidential and<br>not (except, if applicable, in the performance of the Subject Party’s duties on behalf of the Covered Parties) directly or indirectly<br>use, disclose, reveal, publish, transfer or provide access to, any and all Covered Party Information without the prior written consent<br>of the SPAC (which may be withheld in its sole discretion). As used in this Agreement, “Covered Party Information”<br>means all material and information relating to the business, affairs and assets of any Covered Party, including material and information<br>that concerns or relates to such Covered Party’s bidding and proposal, technical information, computer hardware or software, administrative,<br>management, operational, data processing, financial, marketing, customers, sales, human resources, employees, vendors, business development,<br>planning and/or other business activities, regardless of whether such material and information is maintained in physical, electronic,<br>or other form, that is: (a) gathered, compiled, generated, produced or maintained by such Covered Party; and (b) intended and maintained<br>by such Covered Party to be kept in confidence. Covered Party Information also includes information disclosed to any Covered Party by<br>a third party to the extent that a Covered Party has an obligation of confidentiality in connection therewith. The obligations set forth<br>in this Section 3 will not apply to any Covered Party Information where the Subject Party can prove that such material or information:<br>(i) is known or available through other lawful sources not bound by a confidentiality agreement or other confidentiality obligation with<br>respect to such material or information; (ii) is or becomes publicly known through no violation of this Agreement or other non-disclosure<br>obligation of the Subject Party or any of its Representatives; (iii) is already in the possession of the Subject Party at the time of<br>disclosure through lawful sources not bound by a confidentiality agreement or other confidentiality obligation as evidenced by the Subject<br>Party’s documents and records; or (iv) is required to be disclosed pursuant to an order of any administrative body or court of competent<br>jurisdiction (provided that (A) the applicable Covered Party is given reasonable prior written notice, (B) the Subject Party cooperates<br>(and causes its Representatives to cooperate) with any reasonable request of any Covered Party to seek to prevent or narrow such disclosure<br>and (C) if after compliance with clauses (A) and (B) such disclosure is still required, the Subject Party and its Representatives only<br>disclose such portion of the Covered Party Information that is expressly required by such order, as it may be subsequently narrowed).<br>Further, notwithstanding the Subject Party’s confidentiality and nondisclosure obligations, the Subject Party is hereby advised<br>as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal<br>or State trade secret law for the disclosure of a trade secret that (x) is made (1) in confidence to a Federal, State, or local government<br>official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation<br>of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An<br>individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret<br>to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (I) files any document<br>containing the trade secret under seal; and (II) does not disclose the trade secret, except pursuant to court order.” |
| --- | --- |
4
| 4. | Representations and Warranties. The Subject Party hereby represents and warrants, to and for the<br>benefit of the Covered Parties as of the date of this Agreement and as of the Closing Date, that: (a) the Subject Party has full power<br>and capacity to execute and deliver, and to perform all of the Subject Party’s obligations under, this Agreement; and (b) neither<br>the execution and delivery of this Agreement nor the performance of the Subject Party’s obligations hereunder will result directly<br>or indirectly in a violation or breach of any agreement or obligation by which the Subject Party is a party or otherwise bound. By entering<br>into this Agreement, the Subject Party certifies and acknowledges that the Subject Party has carefully read all of the provisions of this<br>Agreement, and that the Subject Party voluntarily and knowingly enters into this Agreement. |
|---|---|
| 5. | Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate<br>to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause<br>irreparable injury to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately<br>compensated. The Subject Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation<br>contained in this Agreement, the Company and the SPAC will be entitled to seek the following remedies (in addition to, and not in lieu<br>of, any other remedy at law or in equity or pursuant to the Business Combination Agreement or the other Ancillary Documents that may be<br>available to the Company or the SPAC, including monetary damages), and a court of competent jurisdiction may award an injunction, restraining<br>order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages<br>or that monetary damages would be insufficient or posting bond or security, which the Subject Party expressly waives. The prevailing party<br>in any action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and costs incurred by such prevailing<br>party in connection with such action. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement,<br>any value attributed or allocated to this Agreement (or any other non-competition agreement with the Subject Party) under or in connection<br>with the Business Combination Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties. |
| --- | --- |
| 6. | Survival of Obligations. The expiration of the Restricted Period will not relieve the Subject Party<br>of any obligation or liability arising from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject<br>Party further agrees that the time period during which the covenants contained in Sections 1, 2 and 3 of this Agreement will be effective<br>will be computed by excluding from such computation any time during which the Subject Party is in violation of any provision of such Sections. |
| --- | --- |
| 7. | Miscellaneous. |
|---|---|
| (a) | Notices. All notices, consents, waivers and other communications hereunder shall be in writing<br>and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means (including email),<br>with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight<br>courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt<br>requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified<br>by like notice): |
| --- | --- |
If to the SPAC at or prior to the Closing, to:
New Providence Acquisition Corp. III
401 S County Road #2588
Palm Beach, Florida 33480
Attn: [***]
Email: [***]
With a copy (which will not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: David Landau, Esq.; Meredith Laitner, Esq.
Telephone No.: [***]
Email: [***]
If to the Company prior to the Closing, to:
Abra Financial Holdings, Inc.
1000 N. West Street
Suite 1200
Wilmington, DE 19801
Attn: [***]
Email: [***]
5
With a copy (which will not constitute notice) to:
Goodwin Procter LLP
601 Marshall St.
Redwood City, CA 94063
Attn: Caine Moss
Email: [***]
and
Goodwin Procter LLP
525 Market Street, 32nd Floor
San Francisco, CA 94105
Attn: Mitzi Chang
Email: [***]
and
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Attn: Jocelyn Arel
Email: [***]
and
Goodwin Procter LLP
620 Eighth Avenue
New York, NY 10018
Attn: Jeffrey Letalien
Email: [***]
If to SPAC, the Company or any other Covered Party from or after the Closing, to:
Abra Financial Inc.
1000 N. West Street
Suite 1200
Wilmington, DE 19801
Attn: [***]
Email: [***]
6
With a copy (which will not constitute notice) to:
Goodwin Procter LLP
601 Marshall St.
Redwood City, CA 94063
Attn: Caine Moss
Email: [***]
and
Goodwin Procter LLP
525 Market Street, 32nd Floor
San Francisco, CA 94105
Attn: Mitzi Chang
Email: [***]
and
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Attn: Jocelyn Arel
Email: [***]
and
Goodwin Procter LLP
620 Eighth Avenue
New York, NY 10018
Attn: Jeffrey Letalien
Email: [***]
If to the Subject Party, to:
The most recent address reflected on the Company’s personnel records.
7
| (b) | Integration and Non-Exclusivity. This Agreement, the Business Combination Agreement and the other<br>Ancillary Documents contain the entire agreement between the Subject Party and the Covered Parties concerning the subject matter hereof.<br>Notwithstanding the foregoing, the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited by<br>any other rights or remedies which they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative<br>(and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Covered Parties, and the obligations<br>and liabilities of the Subject Party, under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities<br>(i) under the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any<br>applicable rules and regulations and (ii) otherwise conferred by contract, including the Business Combination Agreement and any other<br>written agreement between the Subject Party and any of the Covered Parties. Nothing in the Business Combination Agreement will limit any<br>of the obligations, liabilities, rights or remedies of the Subject Party or the Covered Parties under this Agreement, nor will any breach<br>of the Business Combination Agreement or any other agreement between the Subject Party and any of the Covered Parties limit or otherwise<br>affect any right or remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement between the Subject<br>Party and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the more restrictive<br>terms will control. |
|---|---|
| (c) | Severability; Reformation. Each provision of this Agreement is separable from every other provision<br>of this Agreement. If any provision of this Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by<br>a court of competent jurisdiction, then (i) such provision will be deemed amended to conform to applicable laws so as to be valid, legal<br>and enforceable to the fullest possible extent, (ii) the invalidity, illegality or unenforceability of such provision will not affect<br>the validity, legality or enforceability of such provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity,<br>illegality or unenforceability of such provision will not affect the validity, legality or enforceability of the remainder of such provision<br>or the validity, legality or enforceability of any other provision of this Agreement. The Subject Party and the Covered Parties will substitute<br>for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal<br>and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision. Without limiting the foregoing, if any court<br>of competent jurisdiction determines that any part hereof is unenforceable because of the duration, geographic area covered, scope of<br>such provision, or otherwise, such court will have the power to reduce the duration, geographic area covered or scope of such provision,<br>as the case may be, and, in its reduced form, such provision will then be enforceable. |
| --- | --- |
| (d) | Amendment; Waiver. This Agreement may not be amended or modified in any respect, except by a written<br>agreement executed by the Subject Party and the SPAC (or their respective permitted successors or assigns). No waiver will be effective<br>unless it is expressly set forth in a written instrument executed by the waiving party and any such waiver will have no effect except<br>in the specific instance in which it is given. Any delay or omission by a party in exercising its rights under this Agreement, or failure<br>to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant,<br>condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a<br>waiver or relinquishment of such right or power at any other time or times. |
| --- | --- |
| (e) | Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating<br>to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to the conflict<br>of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any<br>state or federal court located in Wilmington, Delaware (or in any appellate court thereof) (the “Specified Courts”).<br>Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Courts for the purpose of any Action arising<br>out of or relating to this Agreement brought by any party hereto, (b) irrevocably waives, and agrees not to assert by way of motion,<br>defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that<br>its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of<br>the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courts<br>and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that<br>a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other<br>manner provided by Law. |
| --- | --- |
8
| (f) | WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTEDBY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER ORIN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE OF ANYOTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THATFOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHERTHINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(f). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THISSECTION 7(f) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. |
|---|---|
| (g) | Successors and Assigns; Third Party Beneficiaries. This Agreement will be binding upon the parties<br>hereto and their successors and assigns (and, with respect to the Subject Party, the Subject Party’s estate), and will inure to<br>the benefit of the parties hereto and their respective successors and assigns. Each of the SPAC and the Company may freely assign any<br>or all of its rights under this Agreement, at any time, in whole or in part, to any Person which acquires, in one or more transactions,<br>at least a majority of the equity securities (whether by equity sale, merger or otherwise) of such Covered Party or all or substantially<br>all of the assets of such Covered Party and its subsidiaries, taken as a whole, without obtaining the consent or approval of the Subject<br>Party. The Subject Party agrees that the obligations of the Subject Party under this Agreement are personal and will not be assigned by<br>the Subject Party. |
| --- | --- |
| (h) | Sponsor Authorized to Act on Behalf of Covered Parties. The parties acknowledge and agree that<br>from and after the Closing, New Providence Holdings III, LLC, a Delaware limited liability company (the “Sponsor”),<br>or a replacement agent duly appointed by the Sponsor in writing, shall have the non-exclusive right, but not the obligation, to act on<br>behalf of SPAC and the other Covered Parties under this Agreement, including the right to enforce the SPAC’s and the other Covered<br>Parties’ rights and remedies under this Agreement. Without limiting the foregoing, in the event that the Subject Party serves as<br>a director, officer, employee or other authorized agent of a Covered Party, the Subject Party shall have no authority, express or implied,<br>to act or make any determination on behalf of a Covered Party in connection with this Agreement or any dispute or Action with respect<br>hereto. |
| --- | --- |
| (i) | Construction. The Subject Party acknowledges that the Subject Party has been represented by counsel,<br>or had the opportunity to be represented by, counsel of the Subject Party’s choice. Any rule of construction to the effect that<br>ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement.<br>Neither the drafting history nor the negotiating history of this Agreement will be used or referred to in connection with the construction<br>or interpretation of this Agreement. The headings and subheadings contained in this Agreement are for reference purposes only and shall<br>not affect in any way the meaning or interpretation of this Agreement. In this Agreement: (i) the words “include,” “includes”<br>and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”;<br>(ii) the definitions contained herein are applicable to the singular as well as the plural forms of such terms; (iii) whenever required<br>by the context, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns<br>and verbs shall include the plural and vice versa; (iv) the words “herein,” “hereto,” and “hereby”<br>and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section<br>or other subdivision of this Agreement; (v) the word “if” and other words of similar import when used herein shall be deemed<br>in each case to be followed by the phrase “and only if”; (vi) the term “or” means “and/or”; (vii)<br>references to “Affiliates” are limited in this Agreement to such Affiliates as to which the Subject Party can reasonably exercise<br>control; and (viii) any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein<br>means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and references<br>to all attachments thereto and instruments incorporated therein. |
| --- | --- |
| (j) | Counterparts. This Agreement may be executed in one or more counterparts, and by the different<br>parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together<br>shall constitute one and the same agreement. A photocopy, faxed, scanned and/or emailed copy of this Agreement or any signature page to<br>this Agreement, shall have the same validity and enforceability as an originally signed copy. |
| --- | --- |
| (k) | Effectiveness. This Agreement shall be binding upon the Subject Party upon the Subject Party’s<br>execution and delivery of this Agreement, but this Agreement shall only become effective upon the consummation of the Transactions. In<br>the event that the Business Combination Agreement is validly terminated in accordance with its terms prior to the consummation of the<br>Transactions, this Agreement shall automatically terminate and become null and void, and the parties shall have no obligations hereunder. |
| --- | --- |
[Remainder of Page Intentionally Left Blank;Signature Page Follows]
9
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.
Subject Party:
| /s/ William Barhydt |
|---|
| Name: William Barhydt |
| Address for Notice: |
| --- |
| Address: |
| Facsimile No.: |
| Telephone No.: |
| Email: |
| --- |
Acknowledged and accepted as of the date first written above:
SPAC:
| NEW PROVIDENCE ACQUISITION corp. III | |
|---|---|
| By: | /s/ Gary Smith |
| Name: | Gary Smith |
| Title: | Co-Chief Executive Officer |
The Company:
| ABRA FINANCIAL HOLDINGS, INC. | |
|---|---|
| By: | /s/ William Barhydt |
| Name: | William Barhydt |
| Title: | Chief Executive Officer |
Exhibit 10.5
Execution Version
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTSAGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Abra Financial Inc. (f/k/a New Providence Acquisition Corp. III, a Cayman Islands exempted company), a Delaware corporation (the “Company”), New Providence Holdings III, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), certain stockholders of Abra Financial Holdings, Inc., a Delaware corporation (the “Target Company”) listed on the signature pages hereto (the “Abra Holders”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, Cantor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
RECITALS
WHEREAS, the Company, the Sponsor and Cantor are parties to that certain Registration Rights Agreement, dated April 23, 2025 (the “Original RegistrationRights Agreement”);
WHEREAS, prior to the Domestication (as defined below), the Sponsor owned, in aggregate, 7,503,750 Founder Shares;
WHEREAS, on April 23, 2025, the Sponsor, and Cantor each entered into a placement unit subscription agreement with the Company (the “PlacementUnit Subscription Agreements”), pursuant to which the Sponsor and Cantor purchased an aggregate of 872,075 units of the Company (each, a “Placement Unit” and collectively, the “Placement Units”), each Placement Unit consisting of one Ordinary Share (each, a “Placement Share” and collectively, the “PlacementShares”) and one-third of one warrant to purchase one Ordinary Share (each, a “Placement Warrant” and collectively, the “Placement Warrants”) in a private placement transaction (the “Private Placement”);
WHEREAS, in order to finance the Company’s transaction costs in connection with its initial Business Combination the Sponsor or an affiliate of the Sponsor may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into units, each unit consisting of one Ordinary Share and one-third of one warrant to purchase one Ordinary Share (such units, the “WorkingCapital Units” and such warrants, “Working Capital Warrants”) at a price of $10.00 per unit upon the completion of the Company’s initial Business Combination;
WHEREAS, on March 16, 2026, the Company, Target Company and Aether Merger Sub I Corp., a Delaware corporation and wholly owned subsidiary of the Company (“MergerSub”), entered into that certain Business Combination Agreement (as amended from time to time, the “BusinessCombination Agreement”);
WHEREAS, upon the consummation of the transactions (the “Initial Business Combination”) contemplated by the Business Combination Agreement (such consummation, the “Closing”) among other matters: (i) prior to the Merger (as defined below) the Company continued out of the Cayman Islands and into the State of Delaware as to re-domicile as and became a Delaware corporation pursuant to the Cayman Islands Companies Law (2020 Revision) and the applicable provisions of the Delaware General Corporation Law (the “Domestication”) and (ii) Merger Sub merged with and into the Target Company, with the Target Company continuing as the surviving entity (the “Merger”); and as a result of which each issued and outstanding security of the Target Company immediately prior to the effective time of the Merger is no longer outstanding and was automatically cancelled in exchange for which the security holders of the Target Company received shares of Company Common Stock;
WHEREAS, immediately prior to the Domestication, each of the then issued and outstanding Class B Ordinary Share of the Company was converted on a one-for-one basis into a Class A Ordinary Share of the Company and (ii) in connection with the Domestication, each then issued and outstanding Class A Ordinary Share of the Company was converted automatically, on a one-for-one basis, into a share of Company Common Stock and (y) each then issued and outstanding unit of the Company automatically detached into its component parts;
WHEREAS, on the date hereof, pursuant to the Business Combination Agreement and in connection with the Merger, the Abra Holders received [●] shares of Company Common Stock;
WHEREAS, on March 16, 2026, (i) certain Abra Holders entered into Lock-Up Agreements with the Company (each a “Lock-Up Agreement”), and (ii) the Company, the Sponsor, Cantor and the other “Insiders” named therein entered into an amendment to the Insider Letter;
WHEREAS, pursuant to Section 5.5 of the Original Registration Rights Agreement, the provisions, covenants, and conditions set forth therein may be amended or modified upon the written consent of the Company and the holders of at least a majority-in-interest of the Registrable Securities (as defined in the Original Registration Rights Agreement) which majority-in-interest must include Cantor if such amendment or modification affects in any way the rights of Cantor)) at the time in question, and the Sponsor is holder of at least a majority-in-interest of the Registrable Securities (as defined in the Original Registration Rights Agreement) as of the date hereof; and
WHEREAS, the Company and the Holders desire to amend and restate the Original Registration Rights Agreement and enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Abra Holders” shall have the meaning given in the Preamble.
“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board or any Chairman, any 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” shall mean the Board of Directors of the Company.
“Business Combination” shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses, involving the Company.
“Business CombinationAgreement” shall have the meaning given in the Recitals.
“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, State of New York.
“Cantor” shall have the meaning given in the Preamble.
“Class B OrdinaryShares” shall mean Class B ordinary shares of the Company, par value $0.0001 per share.
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“Closing” shall have the meaning given in the Recitals.
“Closing Date” shall mean the date on which the Closing is consummated.
“Commission” shall mean the Securities and Exchange Commission.
“Company” shall have the meaning given in the Preamble.
“Company CommonStock” shall mean the common stock, par value $0.0001 per share, of the Company.
“Demanding Holder” shall have the meaning given in subsection 2.1.4.
“Domestication” shall have the meaning given in the Recitals.
“EffectivenessDeadline” shall have the meaning given in subsection 2.1.1.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Filing Deadline” shall have the meaning given in subsection 2.1.1.
“Form S-1 Shelf” shall have the meaning given in subsection 2.1.1.
“Form S-3 Shelf” shall have the meaning given in subsection 2.1.1.
“Founder Shares” shall mean the Class B Ordinary Shares held by the Sponsor and shall be deemed to include the Company Common Stock issuable upon conversion thereof.
“Founder SharesLock-up Period” shall have the meaning set forth in the Insider Letter, as amended.
“Holders” shall have the meaning given in the Preamble.
“Insider Letter” shall mean that certain letter agreement, dated as of April 23, 2025, by and among the Company, the Sponsor and each of the Company’s officers, directors and director nominees, as amended.
“Lock-Up Agreement” shall have the meaning given in the Recitals.
“Lock-UpPeriod” shall mean (i) with respect to the Sponsor Holders, the Founder Shares Lock-Up Period and Private Placement Lock-Up Period specified in the Insider Letter, as amended, (ii) with respect to Cantor, the Private Placement Lock-Up Period, and (iii) with respect to the Abra Holders, the Lock-Up period specified in the Lock-Up Agreements.
“Maximum Numberof Securities” shall have the meaning given in subsection 2.1.5.
“Merger” shall have the meaning given in the Recitals.
“Merger Sub” shall have the meaning given in the Recitals.
“Minimum TakedownThreshold” shall have the meaning give in subsection 2.1.4
“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.
“Ordinary Shares” shall mean the Class A ordinary shares of the Company, par value $0.0001 per share and the Class B Ordinary Shares.
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“Original RegistrationRights Agreement” shall have the meaning given in the Recitals.
“Permitted Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-Up Period or Private Placement Lock-Up Period, as the case may be, under this Agreement, the Insider Letter, the Placement Unit Subscription Agreements 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 PlacementLock-up Period” shall mean, with respect to Placement Units that are held by the initial purchasers of such Placement Units or their Permitted Transferees, and any of the securities underlying the Placement Units, including the Placement Shares, the Placement Warrants and the Ordinary Shares issued or issuable upon the exercise of the Placement Warrants, that are held by the initial purchasers of the Placement Units or their Permitted Transferees, the period ending 30 days after the completion of the Initial Business Combination.
“Placement Unit” or “Placement Units” shall have the meaning given in the Recitals.
“Placement Warrant” or “Placement Warrants” shall have the meaning given in the Recitals.
“Private Placement” shall have the meaning given in the Recitals.
“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“RegistrableSecurity” shall mean (a) any shares of Company Common Stock held by a Holder as of the Closing Date (including the shares of Company Common Stock issued or issuable upon the conversion of any other equity security), (b) the Placement Warrants and the shares of Company Common Stock issuable on exercise of the Placement Warrants, (c) any Working Capital Units and shares of Company Common Stock issuable on the conversion of the Working Capital Units or the exercise of the Working Capital Warrants and (d) any other equity security of the Company issued or issuable with respect to any such Company Common Stock by way of a stock dividend or stock 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: (i) 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 by the applicable Holder; (ii) (x) such securities may otherwise be transferred (other than to a Permitted Transferee), (y) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company to the Holder and (z) subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold, transferred, disposed of or exchanged 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 as to the manner or timing or sale); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“RegistrationExpenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Company Common Stock 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 outside 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 (1) 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.
“RegistrationStatement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Requesting Holder” shall have the meaning given in subsection 2.1.5.
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.
“Shelf” shall have the meaning given in subsection 2.1.1.
“Sponsor” shall have the meaning given in the Recitals.
“Sponsor Holders” shall have the meaning given in subsection 2.1.3.
“Subsequent ShelfRegistration Statement” shall have the meaning given in subsection 2.1.2.
“Target Company” shall have the meaning given in the Preamble.
“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.
“UnderwrittenRegistration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
“Withdrawal Notice” shall have the meaning given in subsection 2.1.6.
“Working CapitalUnits” shall have the meaning given in the Recitals.
“Working CapitalWarrants” shall have the meaning given in the Recitals.
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ARTICLE II
REGISTRATIONS
2.1 Shelf Registration.
2.1.1 Filing. Within thirty (30) calendar days following the Closing Date (the “Filing Deadline”), the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf” and each, a “Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such submission or filing) on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the earlier of (A) the filing of the Registration Statement and (B) the Filing Deadline, and (ii) the 10^th^ Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review by the Commission (such deadline the “EffectivenessDeadline”); provided*,* that if the Filing Deadline or Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline or Effectiveness Deadline, as the case may be, shall be extended to the next Business Day on which the Commission is open for business; provided further, that if the Commission is closed for operations due to a government shutdown, the Filing Deadline or the Effectiveness Deadline, as the case may be, shall be extended by the same number of Business Days on which the Commission remains closed. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available (the “Plan of Distribution”) to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 2.3.
2.1.2. Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 2.3, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain 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 as a Shelf Registration (a “SubsequentShelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing), and pursuant to the Plan of Distribution. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 2.3.
2.1.3. Additional Registration Statement(s). Subject to Section 2.3, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder at any time beginning 30 days prior to the expiration of the Lock-Up Period (if applicable), shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of (i) Sponsor, officers or directors of the Company or their affiliates, or the transferees of the foregoing (the “SponsorHolders”) or their Permitted Transferees, and (ii) the Abra Holders or their Permitted Transferees.
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2.1.4. Requests for Underwritten Offerings. Subject to subsection 2.1.5 and Section 2.3 hereof, at any time and from time to time and beginning 30 days prior to the expiration of the Lock-Up Period (if applicable), (i) the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Sponsor Holders or their Permitted Transferees, (ii) the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Abra Holders or their Permitted Transferees, or (iii) Cantor and/or its designees (the “Demanding Holders”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf; provided that the Company shall only be obligated to effect an Underwritten Offering following the expiration of the Lock-Up Period (if applicable) if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $[●] million (the “MinimumTakedown Threshold”). All requests for Underwritten Offerings shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering. The initial Demanding Holder shall have the right to select the Underwriters 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). The (i) Sponsor Holders and (ii) Abra Holders, may each demand not more than [●] Underwritten Offerings pursuant to this Section 2.1.4 in any [●] month period, for an aggregate of not more than [●] Underwritten Offerings pursuant to this Section 2.1.4 in any [●] month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.
2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy-back rights pursuant to Section 2.2 with respect to such Underwritten Offering (such Holders, 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 shares of Company Common Stock or other equity securities that the Company desires to sell and all other shares of Company Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, 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, before including any shares of Company Common Stock or other equity securities proposed to be sold by Company or by other holders of Company Common Stock or other equity securities, (i) first, the Registrable Securities of the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Offering), (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such Underwritten Offering) that can be sold 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 shares of Company Common Stock 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 shares of Company Common Stock or other equity securities of persons other than Holders of Registrable Securities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons that can be sold without exceeding the Maximum Number of Securities.
2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Offering, a majority-in-interest of the Demanding Holders initiating an Underwritten Offering shall have the right to withdraw from such Underwritten Offering for any or no reason whatsoever upon written notification (a “WithdrawalNotice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Offering; provided that a Sponsor Holder, Abra Holder or Cantor may elect to have the Company continue an Underwritten Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Offering by the Sponsor, the Abra Holders, Cantor or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided that, if the Sponsor Holder, Abra Holder or Cantor elects to continue an Underwritten Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Offering shall instead count as an Underwritten Offering demanded by the Sponsor or such Factorial Holder, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Offering prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this Section 2.1.6.
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2.2 Piggyback Registration.
2.2.1 Piggyback Rights. If, at any time on or after the Closing Date, the Company proposes to file a Registration Statement under the Securities Act or a Prospectus for an Underwritten Offering to be conducted off of a Shelf 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 stockholders of the Company (or by the Company and by the stockholders 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 stockholders, (iii) for an offering of debt, whether or not such such debt is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) Business 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.
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 shares of Company Common Stock that the Company desires to sell, taken together with (i) the shares of Company Common Stock, 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 shares of Company Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders 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 shares of Company Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata based upon the number of Registrable Securities that each Holder requested to be included in such Underwritten Registration or Underwritten Offering pursuant to a Shelf, 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 shares of Company Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders 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 shares of Company Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Company Common Stock 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 shares of Company Common Stock 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 (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two Business Days prior to the time of pricing of the applicable offering). 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 demand effected under Section 2.1.4 hereof.
2.3 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration; (B) the Holders have requested an Underwritten Offering 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 [__] (__) days; provided, however, that the Company shall not defer its obligation in this manner more than [__] in any 12-month period.
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ARTICLE III
COMPANY PROCEDURES
3.1 General Procedures. If at any time on or after the Closing Date the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;
3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority-in- interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;
3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
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3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;
3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders, or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representative, or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;
3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission), and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;
3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of [$____________], use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration, 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.
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3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until 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 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 [___] (__) 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 the shares of Company Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
3.6 Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) Cantor and/or its designees may not exercise its rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years after the commencement of sales relating to the Company’s initial public offering, respectively, and (ii) Cantor and/or its designees may not exercise its rights under Section 2.1 more than one time.
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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, directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including reasonable outside attorneys’ fees) resulting from 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, officers and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including reasonable outside attorneys’ fees) resulting from 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, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.
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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 out-of-pocket 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 out-of-pocket 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 out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE V
MISCELLANEOUS
5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail 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: 1000 N. West Street, Suite 1200, Wilmington DE 19801, 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 5.1.
5.2 Assignment; No Third Party Beneficiaries.
5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
5.2.2 Prior to the expiration of the applicable 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, the Insider Letter and, if applicable, the Placement Unit Subscription Agreements. After the expiration of the applicable 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.
5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.
5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.
5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.
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5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.
5.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority-in-interest of the Registrable Securities at the time in question (which majority interest must include Cantor if such amendment or modification affects in any way the rights of Cantor hereunder), 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 its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
5.6 Other Registration Rights. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
5.7 Term. This Agreement shall terminate upon the earlier of (i) the fifth (5th) anniversary of the date of this Agreement and (ii) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
| COMPANY: | ||
|---|---|---|
| ABRA FINANCIAL, INC.<br><br>a Delaware corporation | ||
| By: | ||
| Name: | William Barhydt | |
| Title: | Chief Executive Officer | |
| NEW PROVIDENCE HOLDINGS III, LLC,<br><br>a Delaware limited liability company | ||
| --- | --- | --- |
| By: | ||
| Name: | Alexander Coleman | |
| Title: | Managing Member | |
| CANTOR FITZGERALD & CO. | ||
| --- | --- | |
| By: | ||
| Name: | ||
| Title: |
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
| ABRA HOLDERS: | |
|---|---|
| [___] | |
| By: | |
| Name: | |
| Title: |
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Exhibit 99.1
Abra,a Digital Asset Wealth Management Platform, to Become a Public Company via Business Combination With New Providence Acquisition Corp.III
| ● | Establishes the first publicly traded company with an SEC-registered investment advisor and digital asset wealth management platform enabling on-chain yield, lending, trading and treasury management |
|---|---|
| ● | Company services the $100 trillion dollar wealth management market including existing registered investor advisors (“RIAs”), institutions, family offices and high net worth investors |
| --- | --- |
| ● | Transaction expected to deliver significant growth capital, including up to $300 million of cash held in trust, subject to reductions for redemptions |
| --- | --- |
| ● | Transaction consideration is based on a $750 million pre-money equity value of Abra, with existing Abra stockholders rolling 100% of their interests into the combined company, including Adams Street, Blockchain Capital, Pantera Capital, RRE Ventures, and SBI. |
| --- | --- |
SanFrancisco, CA and New York, NY — March 16th, 2026 — Abra Financial Holdings, Inc. ("Abra"), a digital asset wealth management platform, and New Providence Acquisition Corp. III (Nasdaq: NPACU) (“New Providence”), a special purpose acquisition company, today announced that they have entered into a definitive business combination agreement for a transaction to take Abra’s business public. Under the terms of the business combination agreement, New Providence will be renamed Abra Financial, Inc. (the “Combined Company”) and its common stock is expected to be listed on Nasdaq under the ticker symbol “ABRX”.
The Combined Company will serve high net-worth, institutional, fund and RIA clients in a rapidly expanding market at the intersection of the $100 trillion wealth management industry and the digital asset and tokenization sectors.
The transaction consideration, in the form of newly-issued Combined Company securities, is based on a $750 million pre-money equity value of Abra. Existing equity holders of Abra, including Adams Street, Blockchain Capital, Pantera Capital, RRE Ventures, and SBI will roll 100% of their interests into the Combined Company.
"We believe that Bitcoin, stablecoins, and the tokenization of real world assets are quickly becoming the backbone of the future financial system," said Bill Barhydt, Founder and CEO of Abra. “We also believe that demand for crypto-backed loans, stablecoin-based yield, and other digital asset services are going to increase dramatically in the coming years. Our aim is to bring institutional-grade on-chain crypto wealth management products to investors worldwide within a regulated and transparent framework."
“Abra represents a compelling opportunity to invest in a pioneering company with unique technology, access to a growing customer base, and a flexible and scalable business model that addresses the future of wealth management and financial technology,” said Alex Coleman, Co-Chairman of New Providence. “There is an extraordinary market opportunity at the intersection of personal finance and digital assets. We believe Abra is poised for significant and sustained growth as the world moves to a tokenized and digital assets-based financial system.”
LeadingDigital Asset Wealth Management Platform
Abra offers a comprehensive infrastructure for digital asset wealth management, offering segregated custody, trading, yield strategies, collateralized lending, and advisory services through separately managed accounts or “vaults.”
Abra’sKey Investment Highlights
| ● | SEC-Registered & Fiduciary — One of the only U.S. platforms currently offering a comprehensive<br> suite of services for custody, trading, yield, and lending under a registered investment<br> advisor (RIA) framework as a fiduciary to clients |
|---|---|
| ● | Institutional-Grade Vault Infrastructure — Segregated digital asset custody infrastructure utilizing<br> multi-party computation wallet technology. Client digital assets stay off the company’s<br> balance sheet and are maintained in separately managed client accounts or vaults. |
| --- | --- |
| ● | Comprehensive Product Suite — Vault (custody), Yield (proprietary strategies across many digital<br> assets including BTC, ETH, SOL, and stablecoins), Loans (borrow against crypto), Prime (OTC<br> desk, trading across hundreds of digital assets, 24/7), Private (HNW advisory), and Treasury<br> (corporate treasury management) |
| --- | --- |
| ● | Growth Trajectory — With hundreds of millions of dollars in assets under management (“AUM”),<br> Abra management is targeting over $10B+ in AUM by the end of 2027 |
| --- | --- |
| ● | RWA Tokenization Support — Abra expects to support a wide range of real world assets<br> such as tokenized equities and tokenized real estate on its platforms |
| --- | --- |
| ● | DeFi Expansion via AbraFi — Abra recently launched access to USDAF, a yield bearing<br> Solana-native synthetic dollar, expected to extend Abra's reach from centralized wealth management<br> into decentralized finance, which could expand its deposits and transactional revenues |
| --- | --- |
TransactionOverview
Under the terms of the business combination agreement and subject to redemptions by New Providence public shareholders at or prior to closing, and the terms and amounts of any financing transactions in which the parties may engage in accordance with the terms of the business combination agreement, Abra equity holders are expected to hold a majority of the Combined Company shares outstanding immediately after the closing.
Proceeds to Abra from the transaction, after satisfaction of shareholder redemptions and transaction expenses, if any, are expected to be used by Abra for working capital and other purposes, including further development of Abra management’s growth strategies, increased sales and marketing spend, among other purposes.
Prior to entering into the business combination agreement, the board of directors of each of New Providence and Abra unanimously approved the transactions, which will also be submitted for approval by New Providence’s shareholders and Abra’s stockholders prior to, and as a condition of, the closing. The transaction is subject to the satisfaction or waiver of customary closing conditions.
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Additional information about the proposed transactions (the “Transactions”), including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by New Providence with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov and in future SEC filings by New Providence in connection with the transactions, including a registration statement on form S-4 to be filed with the SEC in connection with the transactions (the “Registration Statement”).
Advisors
Cantor Fitzgerald & Co. is acting as financial and capital markets advisor to Abra.
Goodwin Procter LLP is serving as legal advisor to Abra. Ellenoff Grossman & Schole LLP is serving as U.S. legal advisor to New Providence. Ogier is acting as Cayman Islands legal advisor to New Providence. Kirkland and Ellis LLP is serving as legal advisor to Cantor.
Wachsman is serving as communications advisor to Abra.
AboutAbra
Abra is a leading crypto-native products and wealth management platform, offering institutions and individual investors a suite of digital asset services including custody, trading, yield, lending, and advisory services through its SEC-registered investment advisor. Abra was Founded in 2014 with headquarters in San Francisco, California.
AboutNew Providence
New Providence Acquisition Corp. III is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. In May 2025, New Providence consummated a $300.15 million initial public offering (the “IPO”) of 30,015,000 million units (reflecting the underwriters’ exercise of their over-allotment option in full), each unit consisting of one of the Company’s Class A ordinary shares and one-half warrant, each whole warrant enabling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. New Providence’s units are quoted on the Nasdaq stock exchange under the ticker symbol “NPACU”.
AboutCantor Fitzgerald, L.P.
Cantor Fitzgerald, with more than 14,000 employees, is a leading global financial services and real estate services holding company and a proven and resilient leader for more than 79 years. Its diverse group of global companies provides a wide range of products and services, including investment banking, asset and investment management, capital markets, prime services, research, digital assets, data, financial and commodities brokerage, trade execution, clearing, settlement, advisory, financial technology, custodial, commercial real estate advisory and servicing, and more.
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AdditionalInformation and Where to Find It
In connection with the Transactions, New Providence and Abra intend to file the Registration Statement with the SEC, which will include a definitive proxy statement to New Providence shareholders in connection with New Providence’s solicitations of proxies from its shareholders with respect to the Transactions and other matters to be described in the Registration Statement, and a prospectus relating to the offer of the securities to be issued in connection with the Transactions. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of New Providence as of a record date to be established for voting on the Transactions and will contain important information about the Transactions and related matters. Shareholders of New Providence and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about New Providence, Abra and the Transactions. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Transactions, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: New Providence Acquisition Corp. III, 401 S County Road #2588, Palm Beach, FL 33480, Attn: Leo Valentine, Chief Financial Officer. The information contained on, or that may be accessed through, the websites referenced in this press release in each case is not incorporated by reference into, and is not a part of, this press release.
Participantsin Solicitation
New Providence, Abra and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of New Providence’s shareholders in connection with the Transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of New Providence’s directors and officers in New Providence’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to New Providence’s shareholders in connection with the Transactions will be set forth in the proxy statement/prospectus for the Transactions when available. Information concerning the interests of New Providence’s and Abra’s participants in the solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the proxy statement/prospectus relating to the Transactions when it becomes available.
This press release is not a substitute for the Registration Statement or for any other document that New Providence and Abra may file with the SEC in connection with the Transactions. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS.
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NoOffer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties and the Transactions (which include, but are not limited to, Abra management forecasts). New Providence’s and/or Abra’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. For example, statements concerning expectations related to and potential benefits of the proposed business combination and related transactions, Abra’s business plans, projections of Abra’s future financial performance, and other estimates and forecasts concerning key performance metrics, milestones, and market opportunity are forward-looking statements. No representations or warranties, express or implied are given in, or in respect of, this press release. These forward-looking statements generally are identified by the words “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” and similar expressions.
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These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of Abra and New Providence and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; (2) the Transactions not being completed in a timely manner or not being completed by New Providence’s business combination deadline; (3) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Transactions and definitive agreements with respect thereto; (4) the inability to complete the Transactions, including due to failure to obtain approval of the shareholders of Abra and New Providence or other conditions to closing; (5) the inability to obtain or maintain the listing of the public company’s shares on Nasdaq or another national securities exchange following the Transactions; (6) the ability of New Providence to remain current with its SEC filings; (7) the risk that the Transactions disrupt New Providence’s and/or Abra’s current plans and operations as a result of the announcement and consummation of the Transactions; (8) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of New Providence and Abra after the closing to grow, manage growth and retain its key employees; (9) costs related to the Transactions and as a result of becoming a public company that may be higher than currently anticipated; (10) regulatory uncertainty regarding digital assets and digital asset-based products and services in various jurisdictions; (11) changes in business, market, financial, political and regulatory conditions; (12) Abra’s anticipated operations and business, including risks related to the highly volatile nature of the prices of digital assets, market liquidity and the demand for digitals assets generally; (13) the go-forward public company’s trading prices and other performance indicators will be highly correlated to the value of other digital assets and the price of digital assets may decrease between the signing of the definitive documents for the Transactions and the closing of the Transactions or at any time after the closing of the Transactions; (14) increased competition in the industries in which the go-forward public company will operate; (15) treatment of crypto assets for U.S. and foreign securities laws and tax purposes; (16) the inability of Abra to implement business plans, forecasts, and other expectations after consummation of the Transactions; (17) the risk that additional financing in connection with the Transactions, or additional capital needed following the Transactions to support Abra’s business or operations, may not be raised on favorable terms or at all; (18) the evolution of the markets in which Abra competes; (19) the ability of Abra to implement its strategic initiatives and continue to innovate its existing products and services; (20) the level of redemptions of New Providence’s public shareholders; (21) being considered to be a “shell company” by the securities exchange on which New Providence’s common stock will be listed or by the SEC, which may impact the ability to list New Providence’s common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; (22) trading price and volume of New Providence’s common stock may be volatile following the Transactions and an active trading market may not develop; (23) New Providence shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities in New Providence; (24) investors may experience immediate and material dilution upon closing as a result of the founder shares held by New Providence’s sponsor, since the value of the founder shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of New Providence common stock at such time is substantially less than the price per share paid by investors; (25) conflicts of interest that may arise from investment and transaction opportunities involving the Company, its affiliates and other investors and clients; (26) digital assets’ trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (27) the custody of Abra’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause Abra to lose some or all of its digital assets; (28) aspects of Abra’s business involve novel products, cryptocurrencies and tokens, which may not be attractive in the marketplace, once available, or may take longer to develop, implement and become widely adopted, or may face regulatory or other challenges (foreseen or unforeseen) that are greater or more challenging to resolve than Abra management currently anticipates; (29) a security breach or cyber-attack and unauthorized parties obtain access to digital assets held by Abra, Abra may lose some or all of its digital assets temporarily or permanently and its financial condition and results of operations could be materially adversely affected; (30) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value or price of digital assets utilized in Abra’s business and adversely affect Abra’s business; (31) risks related to staking, yield and lending products; (32) risks related to stablecoins such as depegging; (33) potential regulatory classification of digital assets applicable to Abra’s business as securities could lead to Abra’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of digital assets and the market price of the go-forward public company’s listed securities or impact the parties’ ability to consummate the Transactions and the go-forward public company’s ability to continue or scale Abra’s operations following the closing; and (34) other risks and uncertainties included in (x) the “Risk Factors” sections of New Providence’s final prospectus in connection with its initial public offering, filed with the SEC on April 24, 2025 (the “IPO Prospectus”) and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by New Providence and/or Abra, including in connection with the Transactions.
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The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the IPO Prospectus and the Registration Statement referenced above, when available, and other documents filed by New Providence and Abra from time to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither New Providence nor Abra presently knows, or that New Providence and/or Abra currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this press release. Past performance by New Providence s or Abra’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of New Providence’s or Abra’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that New Providence or Abra will, or may, generate going forward. Neither New Providence nor Abra undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this press release, except as required by applicable law.
MediaContacts
ForAbra:
Emily Kielthy, abra@wachsman.com
ForNew Providence Acquisition Corp III:
ir@newprovidenceacquisition.com
ForCantor Fitzgerald:
media@cantor.com
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Exhibit 99.2
March 2026
Disclaimer DISCLAIMER General This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purpo ses only to assist interested parties in making their own evaluation with respect to a proposed business combination (the “Business Combination”) and other transactions, which may (but will not necessarily) one o r m ore financing transactions (together with the Business Combination, the “Transactions”) involving New Providence Acquisition Corp. III (“SPAC” or “NPAC”, which, after the consummation of the propos ed Business Combination and following SPAC’s intended continuation out of the Cayman Islands and into Delaware so as to become a Delaware corporation in accordance with the terms of the transaction a gre ements, is referred to from time to time herein as the “Combined Company”) and Abra Financial Holdings, Inc. (along with its subsidiaries and affiliates, “Abra” or the “Company”, and togethe r w ith SPAC, the “Parties”). The information contained herein does not purport to be all - inclusive and none of SPAC, the Company or their respective affiliates makes any representation or warranty, express or i mplied, as to the accuracy, completeness or reliability of the information contained in this Presentation. The recipient should make its own independent investigations and analyses of SPAC, the Compan y a nd the Transactions and its own assessment of all information and material provided, or made available, by the Company, SPAC or any of their respective directors, officers, employees, affilia tes , agents, advisors or representatives. This Presentation does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or i n r espect of the proposed Business Combination. This Presentation shall also not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securities, nor shall the re be any sale of securities in any states or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offe rin g of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. You should not construe the contents of th is Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning th e matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes sh ould inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who has material, non - pub lic information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foresee abl e that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collecti vel y, the “Exchange Act”), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, wi tho ut limitation, Rule 10b - 5 thereunder. Confidentiality This information is being distributed to you on a confidential basis. By receiving this information, you and your affiliates and representatives agree to maintain the confidentiality of the information contained herein. Without the express prior written consent of each of the Parties, this Presentation and any information contained wit hin it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of the Parties and the Transactions or (iv) provided to any person except you r e mployees and advisors with a need to know who are advised of the confidentiality of the information. This Presentation supersedes and replaces all previous oral or written communications bet wee n the parties hereto relating to the subject matter hereof. This Presentation contains certain unaudited financial information about Abra and certain metrics and measurements based on s uch unaudited information, all of which information is subject to change based on the results of the PCAOB audit process being undertaken by Abra in connection with the Business Combination, which is unde rwa y as of the date of this Presentation. PROPRIETARY AND CONFIDENTIAL INVESTOR DECK 2
Disclaimer DISCLAIMER (Continued) Forward - Looking Statements This Presentation contains forward - looking statements within the meaning of the U.S. federal securities laws with respect to the parties and the Transactions (which include, but are not limited to, Abra management forecasts). SPAC’s and/or Abra’s actual results may differ from their expectations, estimates and projections and con sequently, you should not rely on these forward - looking statements as predictions of future events. Forward - looking statements include statements concerning plans, objectives, goals, strategies, fut ure events or performance, and underlying assumptions and other statements that are other than statements of historical facts. For example, statements concerning expectations related to and potential ben efits of the proposed business combination and related transactions, Abra’s business plans, projections of Abra’s future financial performance, and other estimates and forecasts concerning key performa nce metrics, milestones, and market opportunity are forward - looking statements. No representations or warranties, express or implied are given in, or in respect of, this Presentation. These forward - looking st atements generally are identified by the words “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “c ont inue,” and similar expressions. These forward - looking statements involve significant risks and uncertainties that could cause the actual results to differ mater ially from the expected results. Most of these factors are outside of the control of Abra and SPAC and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occ urrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the Transactions not being completed in a timely manner or not being c omp leted by SPAC’s business combination deadline; (3) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Transactions and definitive ag ree ments with respect thereto; (4) the inability to complete the Transactions, including due to failure to obtain approval of the shareholders of Abra and SPAC or other conditions to Closing; (5) the inab ili ty to obtain or maintain the listing of the public company’s shares on Nasdaq or another national securities exchange following the Transactions; (6) the ability of SPAC to remain current with its SEC filin gs; (7) the risk that the Transactions disrupts SPAC’s and/or Abra’s current plans and operations as a result of the announcement and consummation of the Transactions; (8) the ability to recognize the anticipated be nefits of the Transactions, which may be affected by, among other things, competition, the ability of SPAC and Abra after the Closing to grow, manage growth and retain its key employees; (9) costs re lat ed to the Transactions and as a result of becoming a public company that may be higher than currently anticipated; (10) regulatory uncertainty regarding digital assets and digital asset - based products and services in various jurisdictions; (11) changes in business, market, financial, political and regulatory conditions; (12) Abra’s anticipated operations and business, including risks related to the highly v ola tile nature of the prices of digital assets, market liquidity and the demand for digitals assets generally; (13) the go - forward public company’s trading prices and other performance indicators will be highly correlated to the value of other digital assets and the price of digital assets may decrease between the signing of the definitive documents for the Transactions and the closing of the Transactions or at any time after th e closing of the Transactions; (14) increased competition in the industries in which the go - forward public company will operate; (15) treatment of crypto assets for U.S. and foreign securities laws and tax p urposes; (16) the inability of Abra to implement business plans, forecasts, and other expectations after consummation of the Transactions; (17) the risk that additional financing in connection with the Tra nsa ctions, or additional capital needed following the Transactions to support Abra’s business or operations, may not be raised on favorable terms or at all; (18) the evolution of the markets in which Abra compe tes ; (19) the ability of Abra to implement its strategic initiatives and continue to innovate its existing products and services; (20) the level of redemptions of SPAC’s public shareholders; (21) being consider ed to be a “shell company” by the securities exchange on which SPAC’s common stock will be listed or by the Securities and Exchange Commission (the “SEC”), which may impact the ability to list SPAC’s co mmo n stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; ; (22) trading price and volume of SPAC’s common stock may be volatile following the Tra nsactions and an active trading market may not develop; (23) SPAC shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any f utu re issuances of equity securities in SPAC; (24) investors may experience immediate and material dilution upon Closing as a result of the Class B ordinary shares held by the Sponsor, since the value of the Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of SPAC common stock at such time is substantially less than the price per sha re paid by investors; (25) conflicts of interest that may arise from investment and transaction opportunities involving the Company, its affiliates and other investors and clients; (26) digital assets’ trading ve nues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (27) the custody of Abra’s digital assets, including the los s o r destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause Abra to lose some or all of its digital ass ets ; (28) aspects of Abra’s business involve novel products, cryptocurrencies and tokens, which may not be attractive in the marketplace, once available, or may take longer to develop, implement and become w ide ly adopted, or may face regulatory or other challenges (foreseen or unforeseen) that are greater or more challenging to resolve than Abra management currently anticipates; (29) a security breac h o r cyber - attack and unauthorized parties obtain access to digital assets held by Abra, Abra may lose some or all of its digital assets temporarily or permanently and its financial condition and results o f o perations could be materially adversely affected; (30) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortium s o r financial institutions, could have a negative impact on the value or price of digital assets utilized in Abra’s business and adversely affect Abra’s business; (31) risks related to staking, yield and lending pro duc ts; (32) risks related to stablecoins such as depegging ; PROPRIETARY AND CONFIDENTIAL INVESTOR DECK 3
Disclaimer DISCLAIMER (Continued) (33) potential regulatory classification of digital assets applicable to Abra’s business as securities could lead to Abra’s c las sification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of digital assets and the market price of the go - forward public company’s listed sec urities or impact the parties’ ability to consummate the Transactions and the go - forward public company’s ability to continue or scale Abra’s operations following the Closing; and (34) other risks and uncer tai nties included in (x) the “Risk Factors” sections of SPAC’s final prospectus in connection with its initial public offering, filed with the SEC on April 24, 2025 (the “IPO Prospectus”) and (y) other docume nts filed or to be filed with or furnished or to be furnished to the SEC by SPAC and/or Abra, including in connection with the Transactions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and unc ertainties described in the “Risk Factors” section of the IPO Prospectus and the registration statement on Form S - 4 to be filed by the parties, when available, and other documents filed by SPAC and Abra from t ime to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the fo rward - looking statements. You should not place undue reliance upon any forward - looking statements, which speak only as of the date made. There may be additional risks that neither SPAC nor Abra presently kno ws, or that SPAC and/or Abra currently believe are immaterial, that could cause actual results to differ from those contained in the forward - looking statements. For these reasons, among others, investor s and other interested persons are cautioned not to place undue reliance upon any forward - looking statements in this Presentation. Past performance by SPAC’s or Abra’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of SPAC’s or Abra’s management teams or businesses assoc iat ed with them as indicative of future performance of an investment or the returns that SPAC or Abra will, or may, generate going forward. Neither SPAC nor Abra undertakes any obligation to publicly r evi se these forward - looking statements to reflect events or circumstances that arise after the date of this Presentation, except as required by applicable law. Use of Projections This Presentation contains financial and operating forecasts. These unaudited financial projections have been prepared by Abr a’s management and include projected financial numbers, comparative metrics and analyses which are based on or derived from such forecasts, all of which are forward - looking statements to which the precedi ng sections of this disclaimer regarding forward - looking information apply and which represent information developed by Abra’s management in March 2026 or as of earlier dates. The forecasts have not been upd ated since the Presentation preparation date and may not be updated in connection with the Business Combination or otherwise. The forecasts also contain certain non - GAAP measures and metrics, as furt her described under the heading “Abra’s Statement on Non - GAAP Measures” below. Additionally, aspects of the forecasts incorporate historical information about Abra which is unaudited and has not been reviewed by Abra’s or SPAC’s independent auditors. Abra’s or SPAC’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the unaudited fi nan cial projections for the purpose of their inclusion in this Presentation, and accordingly, they do not express an opinion or provide any other form of assurance with respect thereto for the purpose of th is Presentation. These unaudited financial projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the unaudited financial projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in th e prospective unaudited financial projections. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Abra or that actual results will not diffe r m aterially from those presented in the unaudited financial projections. Inclusion of the unaudited financial projections in this Presentation should not be regarded as a representation by any person that the result s c ontained in the prospective financial information will be achieved. PROPRIETARY AND CONFIDENTIAL INVESTOR DECK 4
Disclaimer DISCLAIMER (Continued) Industry and Market Data This Presentation has been prepared by Abra and its Representatives and includes market data and other statistical informatio n f rom third - party industry publications and sources as well as from research reports prepared for other purposes. Although the Parties believe these third - party sources are reliable as of their respective dates, none of the Parties or any of their respective Representatives has independently verified the accuracy or completeness of this information and cannot assure you of the data's accuracy or compl ete ness. Some data are also based on the Parties' good faith estimates, which are derived from both internal sources and the third - party sources. None of the Parties or their Representatives make any repres entation or warranty with respect to the accuracy of such information. The Parties expressly disclaim any responsibility or liability for any damages or losses in connection with the use of such infor mat ion herein. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any registration statement, prospectus, proxy statement or other report or d ocu ment to be filed or furnished with the SEC by SPAC or the Company. Trademarks and Intellectual Property All trademarks, service marks, and trade names of any Party or their respective affiliates used herein are trademarks, servic e m arks, or registered trade names of such Party or its respective affiliate, respectively, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellec tua l property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship with any Party, or an endorsement or sponsorship by or of any Party. Solely for conv eni ence, the trademarks, service marks and trade names referred to in this Presentation may appear without the *, TM or SM symbols, but such references are not intended to indicate, in any way, that a ny Party or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade na mes . AbraFi and USDAF USDAF is a synthetic stablecoin product of AbraFi, which is not a subsidiary or affiliate of Abra. USDAF will not be availabl e t o U.S. persons directly. U.S. clients of Abra Capital Management LP, which is a Registered Investment Adviser (RIA) and an indirect subsidiary of Abra Financial Holdings, Inc., may obtain indirect investme nt exposure to USDAF through advisory strategies offered by Abra. PROPRIETARY AND CONFIDENTIAL INVESTOR DECK 5
Disclaimer DISCLAIMER (Continued) Additional Information and Where to Find It In connection with the Business Combination, a registration statement on Form S - 4 (as amended or supplemented from time to time, the “Registration Statement”) will be filed with the SEC, which will include a preliminary proxy statement/prospectus of SPAC and a prospectus of the Company (the “Proxy Statement/Prospectus”). The defi nit ive proxy statement and other relevant documents will be mailed to shareholders of SPAC as of a record date to be established for voting on the Transactions and other matters as described in t he Proxy Statement/Prospectus. SPAC and the Company will also file other documents regarding the Transactions with the SEC. This Presentation does not contain all of the information that should be c ons idered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION , S HAREHOLDERS OF SPAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINI TIV E PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPAC’S SOLI CIT ATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN TH E P ROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPAC, THE COMPANY AND THE TRANSACTIONS. In vestors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents f ile d or that will be filed with the SEC by SPAC and the Company, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: 401 S County Road #2588, Palm Beach, Florid a 3 3480, or upon written request to SPAC, via email at ir@newprovidenceacquisition.com. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PAS SED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CU RRE NT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. Participants in Solicitation SPAC and the Company and their respective directors, executive officers, certain of their shareholders and other members of m ana gement and employees may be deemed under SEC rules to be participants in the solicitation of proxies from SPAC’s shareholders in connection with the Transactions. A list of the names of such persons, and information regarding their interests in the Transactions and their ownership of SPAC’s securities are, or will be, contained in SPAC’s filings with the SEC, including the IPO Prospectus and SPAC’s Quarterly Report on Form 10 - Q for the period ended September 30, 2025, filed with the SEC on November 14, 2025. Additional information regarding the interests of the persons who may, under S EC rules, be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with the Transactions, including the names and interests of SPAC’s directors and executive officer s, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by SPAC and the Company with the SEC. Investors and security holders may obt ain free copies of these documents as described above. PROPRIETARY AND CONFIDENTIAL INVESTOR DECK 6
EXECUTIVE SUMMARY
ABRA COMPANY INTRODUCTION 0 8 Executive Summary PROPRIETARY AND CONFIDENTIAL EXECUTIVE SUMMARY 8 Growth Trajectory Since obtaining RIA status in mid - 2024, AUM has grown rapidly with ~$5 4 0M of new deposits in 2025 at the time of deposit (nearly 5 x YoY); near - term initiatives positioned to accelerate further expansion Abra Financial Holdings, Inc. (Abra) is a rapidly scaling digital asset wealth platform delivering specialized products and s erv ices in the evolving digital asset market to institutions and high - net - worth clients Core Focus & Security Designed to meet rigorous institutional demands via proprietary software / systems offering top - tier account security, reduced c ounterparty risk, and competitive advantages in trading, investing, collateralized borrowing, and tokenization Target Clients Abra serves institutional investors, high - net - worth individuals, family offices, and wealth managers through its RIA business, w hich provides institutional - grade fiduciary services, as well as through other distribution channels offering integrated digital asset solutions Revenue - Generating Divisions Abra Capital Management (ACM): SEC - registered Investment Advisor (RIA) generating fees from assets under management (AUM) via custody, yield, lending, and trading services Abra Tokenize : Operating segment within Abra that focuses on structured tokenization products and client solutions, leveraging AbraFi’s on - chai n system for real - world assets (RWA) tokenization, earning from stablecoin fiduciary roles, yield, lending, and RWA management (1) Tokenization Abra is uniquely positioned to capitalize on the pace and scale of RWA tokenization – which BlackRock is forecasting to exceed $ 1T by the end of 2030 – encompassing stocks, real estate, bonds, commodities etc. (NYSE/ICE has begun exploring the tokenization of equities and ETFs , i ncluding the potential for 24/7 trading) Leadership Advantage Founded & led by Bill Barhydt, a well - respected leader in the cryptocurrency and blockchain industry, and positioned to scale the platform with robust security and execution for high - value participants (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USDA F. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM.
ABRA TO GO PUBLIC IN PARTNERSHIP WITH NPAC 0 9 PROPRIETARY AND CONFIDENTIAL EXECUTIVE SUMMARY 9 • New Providence Acquisition Corp. III (NASDAQ: NPAC) is a Nasdaq - listed SPAC sponsored by New Providence with approximately $301.7M cash in trust and a mandate to partner with high - growth companies positioned for the public markets Transaction Partnership with Abra Executive Summary NPAC’s Competitive Edge • Experienced sponsor with deep private equity, operating and capital markets expertise • Proven SPAC track record including AST SpaceMobile (NASDAQ: ASTS) which has raised $5B+ in capital since listing NPAC Summary • NPAC believes Abra is uniquely positioned to become a leading institutional digital asset wealth platform, with differentiated capabilities across custody, asset management and yield as adoption of regulated digital asset infrastructure accelerates • NPAC brings: o Public markets execution experience o Institutional investor network o Operational partnership to scale growth as a public company • 25+ years in private equity, specializing in US middle - market companies in consumer goods, services, and manufacturing • F ounded Annex Capital and co - led funds at Citi and Allianz • S erved as CEO/Chairman/Director for various firms Alexander Coleman Co - CEO & Chairman • 35+ years of leadership experience in global consumer businesses • Former CEO of Red Bull North America • Led acquisition and integration of numerous, complementary brands prior to sale to Dr Pepper Gary Smith Co - CEO & Chairman NPAC Team
BACKGROUND & KEY MILESTONES 0 10 PROPRIETARY AND CONFIDENTIAL EXECUTIVE SUMMARY 10 Bill Barhydt – Founder & Chief Executive Officer • Engineer and applied mathematician • Involved with the first commercial web browser • Early builder of cross border mobile banking service • Launched Abra initially for synthetic stablecoins • Identified market opportunity for larger market participants requiring governance, security, execution and opportunity Abra has built the first on - chain separately managed account (SMA), with years of domain experience bridging crypto native technologies and mainstream consumers Abra’s Evolution / Bill Barhydt’s Sector Leadership* Executive Summary Founded to launch the crypto market’s first synthetic stablecoin Developed early tokenized stock Proof of Concept Attained RIA status with the SEC Introduced Abra’s DeFi based loan product Exceeded $500M in aggregate new client deposits Launched synthetic stablecoin USDAF on the AbraFi network (1) Intro of mobile app for ACM customers planned for H1 2026 2014 2019 2024 2025 2026 * Material aspects of Abra's business previously developed by Bill Barhydt under Plutus Financial Holdings, Inc. (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USDA F. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM. Prior Experience
PROPRIETARY AND CONFIDENTIAL 11 EXECUTIVE SUMMARY DIGITAL ASSET INVESTOR EXPECTATIONS SHAPING FINANCE INNOVATION • Evolving Investor Demands — Rapidly shifting expectations exceed traditional institutions' capabilities, forcing accelerated innovation in digital markets, products, services, and providers to meet modern needs • Mobile - First Lifestyle — Smartphone ubiquity demands digital wallets, instant payments, and app - based banking for seamless engagement, retention, and 24/7 access • AI & Tech Advancements — AI/LLMs enable automated credit scoring, efficient loan approvals, and 24/7 chatbots; blockchain/distributed ledger technology (DLT) delivers faster, secure, transparent, intermediary - reduced transactions (e.g., cross - border) • Increased Competition & Disruption — Financial management platforms set new benchmarks with user - friendly speed in payments/loans, compelling traditional banks to digitize to stay relevant • Operational & Cost Efficiencies — Digitization significantly decreases branch/manual overhead, handles high data volumes efficiently, reduces errors, and automates security — enabling scalable, low - cost models • Macro & Structural Drivers — $2T+ private credit market fuels “originate - to - distribute" via digital platforms for syndication/securitization; drives "invisible banking"/BaaS, embedding seamless, real - time financial services into everyday apps / ecosystems (1) Structural Shifts Driving Adoption Executive Summary On - chain rails are eliminating the historical separation between banking, investing, and settlement (1) Source: IMF (April 2024).
PROPRIETARY AND CONFIDENTIAL 12 EXECUTIVE SUMMARY Executive Summary ON - CHAIN FINANCE – THE NEW CONVERGENCE ERA Convergence of Financial Services Digital markets are consolidating segregated Traditional Finance (TradFi) products (banking, wealth management, capital markets, settlement) into a single on - chain financial operating system Migration to On - Chain Rails Assets, settlement, yield, credit, and custody now operate on unified, programmable digital infrastructure with real - time global access Rise of Wealth Management & Digital Platforms Digital financial management platforms like Abra have the potential to capture tremendous value by providing singular points of access where private capital can be held, invested, borrowed, and compounded seamlessly Structural Shifts Driving Adoption Traditional centralized institutions face challenges with client trust for digital assets; assets are becoming natively digital/programmable, with clearer regulatory support for on - chain models User - Centric "Experience" Economy Legacy paper - heavy processes and boundaries between banking and investing cannot satisfy modern demands for instant, 24/7 convenience, personalized services, transparency, and real - time visibility Abra is a digital asset wealth platform delivering institutional - grade, on - chain solutions for digital asset management, yield, and integrated finance Abra's Central Role:
DIGITAL ASSET TRENDS SUPPORTING ABRA’S GROWTH & RELEVANCE: EVOLUTION TOWARDS INSTITUTIONAL ADOPTION 0 13 Executive Summary PROPRIETARY AND CONFIDENTIAL EXECUTIVE SUMMARY 13 Regulatory Progress Expansion of Use Cases Surging Institutional Adoption Stablecoin Momentum as Key Indicator Higher Market Activity & Liquidity Exponential Future Growth Potential Regulatory progress and macro demand accelerating structural shifts toward mainstream adoption and integration of digital assets into core finance Total digital asset market cap ~$2.5T (1) ; including an estimated $31B+ (2) in new inflows during 2025, driven by clearer regulations, ETFs, and institutional participation reshaping capital flows Innovations like Bitcoin - backed lending activate dormant holdings for trading and structured products; digital asset trading volume has reached staggering levels, representing a dramatically higher turnover relative to market value than traditional public equities and signaling explosive velocity in trading and market activity Tokenized real - world assets (RWAs) grew from ~$5.5B to ~$25B in 2025 (3) Stablecoins expanded to over $300B (4) , enabling payments, yield, and tokenized ecosystems Daily stablecoin transaction volumes reached ~$30B+ (5) (annual total ~$33T, up significantly YoY) (6) ; represents massive untapped potential for wealth management platforms in tokenized finance Blockchain integration accelerating with digital cash equivalents and AI - driven assets positions platforms like Abra to capture institutional/high - net - worth demand for secure, accessible on - chain banking, lending, yield, and RWA tokenization (1) CoinGecko (February 2026). (2) Coin Telegraph (January 2026). (3) JP Morgan Research (February 2026). (4) The Block (October 2025). (5) McKinsey (July 2025). (6) Bloomberg (January 2026).
• Segregated, title - retaining accounts • Abra eliminates counterparty risk through a no - rehypothecation lending and yield framework • Client Focus: HNW investors, family offices and institutions • Channels: Direct, RIAs, and private banks ABRA’S SOLUTION – FOUNDATIONAL ON - CHAIN INFRASTRUCTURE FOR INSTITUTIONS & PRIVATE WEALTH PROPRIETARY AND CONFIDENTIAL 14 EXECUTIVE SUMMARY Executive Summary Abra aims to meet the complex, rigorous demands of institutional investors and sophisticated private wealth (HNWI, family offices, institutions), capturing segments of the digital asset market through on - chain access designed for accessibility and security Convergence & Regulated Infrastructure: Designed to be an on - chain bridge between traditional finance and wealth management Structural Tailwinds Driving Adoption: Private wealth is moving on - chain as Bitcoin, stablecoins, and RWA tokenization trends drive institutional adoption ACM Is Built for the New Financial World Order: Proprietary execution to deliver seamless, regulated on - chain finance Client - Owned, On - Chain SMA Vaults Institutional Distribution Channels AbraFi's On - Chain Execution Engine (1) • Stablecoins, yield, lending, RWA tokenization • 24/7 programmable settlement and routing Supported by Key Tailwinds Abra’s Solution (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USDA F. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM.
PROPRIETARY AND CONFIDENTIAL 15 ABRA CAPITAL MANAGEMENT (ACM) – INSTITUTIONAL - GRADE DIGITAL ASSET PLATFORM ACM is Abra's SEC - registered Investment Advisor (RIA) platform, delivering highly secure, regulated gateways for digital asset i nvesting with fiduciary - grade governance, transparency, and accessibility for HNWI, family offices, and institutions EXECUTIVE SUMMARY Executive Summary Core Security & Structure Client deposits held in segregated, separately managed accounts (SMAs) via client - owned on - chain vaults; off - chain keys for added protection; zero rehypothecation exposure for clients Comprehensive Products & Services Offers custody, trading, staking, borrowing, yield products, and RWA tokenization; supports seamless fiat/crypto funding thro ugh integrated KYC/AML channels; assets flow into title - retaining segregated vaults Regulated Custody & Tech Stack Operates under RIA license with fiduciary oversight; custody powered by secure multi - party computation (MPC) wallets; layered architecture integrates with public chains (Ethereum, Solana); custom UI for accessibility, access control, staking, OTC, bor row ing, and real - time reporting Counterparty Risk Elimination Vault architecture and on - chain smart contract settlement minimize reliance on intermediaries; eliminates third - party rehypothecation and centralized exposure for enhanced institutional trust Revenue Model Dual streams: (1) management fees (recurring AUM - based from institutional/RIA clients); (2) transaction revenue (trading, lendin g, staking, protocol participation fees) Access to AbraFi’s On - Chain Engine (1) Abra's ACM platform will leverage AbraFi’s blockchain infrastructure connecting real - world assets (RWAs) to on - chain finance; enables stablecoins (including USDAF, a scalable, fully - backed synthetic dollar on Solana), yield generation, structured strateg ies, on - chain borrowing/lending, and accessible programmable payments; generates protocol revenue from usage and transactions (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USDA F. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM.
PROPRIETARY AND CONFIDENTIAL 16 EXECUTIVE SUMMARY ABRA APP: UNIFIED DIGITAL ASSET WEALTH EXPERIENCE* Executive Summary The Abra app will consolidate custody, trading, lending, yield strategies, and portfolio management into a single, intuitive pla tform designed to attract and retain high - value clients All Digital Asset Capabilities in One Platform • Manage trading, yield, borrowing, and asset allocation through a single interface • Eliminates fragmented functions across exchanges, wallets, and Decentralized Finance (DeFi) applications Simplifies Complex Strategies • Converts sophisticated on - chain financial tools into familiar wealth management workflows • Automated execution, monitoring, and reporting improve accessibility for advisors and clients Institutional - Quality Client Experience • Advanced portfolio analytics, performance tracking, and risk visibility • Designed for RIAs, family offices, and institutional users managing multi - asset portfolios Mobile - First, Global Accessibility • 24/7 access to liquidity, transactions, and portfolio management • Mobile and web - native interface supports seamless client engagement worldwide Drives Client Growth and Asset Consolidation • Encourages clients to consolidate assets within a single platform • Expands wallet share through integrated product cross - sell and strategy adoption The Abra app aims to transform digital assets into a seamless, scalable wealth management experience that accelerates client acquisition, engagement, and long - term asset growth * As of the date of this presentation, Abra's retail app is under development; Abra anticipates launching this app in 1H 2026 .
PROPRIETARY AND CONFIDENTIAL 17 ABRAFI – TOKENIZATION PLATFORM FOR RWAS & DIGITAL CURRENCIES ON SOLANA (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USD AF. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM. (2) Coin Telegraph (January 2025). (3) Standard Chartered (June 2024) Abra will use AbraFi's Solana - native RWA and synthetic dollar protocol, previewed at Solana Breakpoint 2025, to be governed by a user - owned DAO with AFI, positioning Solana for institutional RWA leadership with services launching in H1 2026. AbraFi (1) Massive Market Opportunity — Stablecoins process $27T+ in annual volume (exceeding Visa) (2) ; RWA tokenization projected to reach $30T by 2034 (Standard Chartered) (3) . Institutions demand secure, accessible exposure — AbraFi delivers via regulated rails through ACM integration (RIA framework) Key Differentiators — Vertically integrated yield, lending, and custody; protocol fees on every transaction create scalable, headcount - independent revenue Why Now: Structural Tailwinds — Pro - crypto regulatory momentum unlocking institutional capital; RWA tokenization emerging as the next major wave (BlackRock, Franklin Templeton active); Solana’s high - throughput ecosystem accelerating execution for tokenized asset s and DeFi Flagship Product: USDAF — Fully backed, delta - neutral synthetic dollar, invented by Bill Barhydt in 2015, expected to be collateralized by SOL/USDT/USDC and hedged for peg stability, with USDAF — a staked, yield - bearing variant enabling native yield, treasury tools, on - chain FX, liquidity routing, and optimization Core Capabilities & Expansion — Composable RWA and permissioned DeFi stack with modular yield strategies; open, developer - ready architecture (Phantom, Solana/Ethereum); institutional - grade accessibility; global distribution via ACM custody; AFI - powered gov ernance and incentives EXECUTIVE SUMMARY Executive Summary
USDAF – ABRAFI’S REVOLUTIONARY YIELD - BEARING SYNTHETIC STABLECOIN 18 PROPRIETARY AND CONFIDENTIAL (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USD AF. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM. (2) Arkham (October 2025), McKinsey (July 2025). Stability & Yield Mechanism Delta - neutral, DeFi - hedged strategies keep the peg stable, with real - time transparent collateral across diversified assets (e.g. , SOL, USDC/USDT). Users stake USDAF to mint USDAF and earn yield from protocol rewards, staking, and derivatives strategies Launch & Traction Previewed at Solana Breakpoint 2025 in partnership with Solana; ~$35M raised to date with $50M+ targeted by Q1 2026; products go ing live and expanding in early 2026 Competitive Edge Built entirely in - house and vertically integrated with Abra’s custody, lending, and yield stack, led by a team with deep digital - asset experience (Bill Barhydt pioneered synthetic stablecoins in 2015). Overview & Market USDAF is AbraFi’s first product (1) : a fully backed, yield - bearing synthetic dollar for institutional exposure, targeting the fast - growing $300B+ stablecoin market in 2025 and the strong demand for passive dollar yield (2) Offering Built on Solana for speed and low fees, offering decentralized, permissionless access with no single counterparty risk; valid ate d demand from peers like Ethena; monetization via protocol fees and AFI governance tokens Ecosystem Impact USDAF anchors AbraFi’s institutional offering, enabling scalable on - chain yield, treasury tools, and RWA integration, positionin g Abra at the forefront of tokenized finance EXECUTIVE SUMMARY Executive Summary
FINANCIAL OVERVIEW
MULTI - PRODUCT STRATEGY DRIVING DIVERSIFIED REVENUE STREAMS 0 20 PROPRIETARY AND CONFIDENTIAL 20 FINANCIAL HIGHLIGHTS Financial Overview Abra Tokenize ACM Management & Custody Fees Monthly r ecurring fees earned on client assets held and managed within segregated SMA vaults Trading & Conversion Revenue Transactional f ees generated from client trading activity, asset conversions, and liquidity execution Lending & Collateral Services Monthly r evenue from secured borrowing activity and capital deployed into yield strategies Yield & Strategy Participation Recurring r evenue from capital deployed into on - chain yield strategies, liquidity programs, and structured digital asset exposures Protocol Carry / Performance Share Economic participation in strategy performance through carry or revenue share generated on AbraFi - enabled products Governance Token Monetization Value realization through strategic sales, allocation, or ecosystem growth of the AbraFi governance token Multi Product Strategy Management Fee Transactional Revenue Strategic On - Chain Treasury Deployment AbraFi (1) (1) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USD AF. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM.
WE BELIEVE ABRA IS POSITIONED TO ADDRESS GROWING DEMAND OF THE DIGITAL ASSET MARKET BEYOND BITCOIN PROPRIETARY AND CONFIDENTIAL 21 FINANCIAL HIGHLIGHTS Financial Overview Abra’s Position for AUM Capture Crypto & Bitcoin Price Trajectory Bitcoin remains the primary institutional entry asset Long - term market scenarios implies BTC and overall market upside, supporting higher balances, collateral capacity, and activity. Under a bullish base case, BTC could reach $200K – $250K (1) by 2026 year end, based on a bullish projection by Fundstrat Global Advisors Key Market Drivers Across the Full Digital Asset Stack Bitcoin Momentum and Expanding Digital Asset Adoption Support a Broad Growth Opportunity for Abra Tokenization Momentum Beyond Bitcoin Real - world asset tokenization at ~$25B today (2) , projected to reach ~$30T by 2034 (3) , far surpassing crypto’s current total market capitalization of ~$2.5T (4) Stablecoins and tokenized instruments expanding on - chain liquidity and settlement use cases Institutional Allocation Advisors, family offices, and corporates seeking regulated custody, yield, and collateral solutions, with 1/3 of advisors investing in crypto for clients in 2025 (5) Adoption moving from exploratory exposure toward portfolio integration and utility Retail Adoption Growth in mobile app, wallet adoption and stablecoin usage supports long - term demand for crypto - native financial services Users increasingly seeking yield, borrowing, and payments functionality — not just trading Built for Crypto AND Broader RWA Tokenization • Secure custody and advisory infrastructure capturing crypto - driven inflows and balances • Platform intentionally built to support stablecoins, multiple cryptocurrencies, yield strategies, and tokenized assets as adoption broadens Captures Both Institutional + Retail Demand • RIA distribution, HNW onboarding, and app - driven growth channels • Retail accessibility through mobile app without compromising institutional - grade custody and title - retaining SMA architecture Enabling On - Chain Financial Utility • AbraFi infrastructure being developed for tokenized finance growth (6) • Unified custody, lending, and yield services designed for scalable on - chain capital deployment (1) Fundstrat Global Advisors (January 2026). (2) JP Morgan Research (February 2026). (3) Standard Chartered (June 2024). (4) CoinGecko (February 2026). (5) Bitwise (January 2025). (6) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USD AF. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM.
2025A 2026E 2027E ACM Abra Tokenize 2025A 2026E 2027E HNW RIA / Institutional App Financial Overview PROPRIETARY AND CONFIDENTIAL 22 FINANCIAL HIGHLIGHTS Note: AUM is recorded at year end. (1) See Assumptions (Slide 31) for additional detail. The 2026E – 2027E projections have been prepared by management and reflect c urrent estimates and assumptions regarding market conditions, client growth, product adoption, and digital asset pricing. The se forward - looking metrics are subject to significant risks and uncertainties, and actual results may differ materially (see slides 27 – 30 for additional detail). Projections include assumptions regarding the achievement of stated operating, AUM, and client growth targets and do not assume material expansion in overall crypto or market conditions unless otherwise noted. As of the date of th is presentation, certain products and structures described herein are not subject to standardized industry metrics and theref ore it may be difficult to compare the data here in with that of comparable companies. Assumes base case assumption of Bitcoin price of $80 ,000. (2) Assumes consummation of Business Combination in July 2026, resulting in net proceeds of $150M, which will be used by Abra fo r growth capital and general corporate purposes. (3) Represents the sum of new deposit inflows recorded during the month in which they are received. Amount of new deposits is hi gher than AUM as of December 31, 2025 as a result of decline in market value after such deposits were completed. ABRA FINANCIAL SUMMARY / MANAGEMENT FORECASTS (1)(2) ACM AUM (Year End) Net Revenue ~$175M $5M ~$43M ~$20M ~$23M ~$105M ~$70M ~$11B ~$2B $334M ~$1B ~$1B ~$5B ~$4B ~$3B Attained RIA Status in April 2024 2025 New Deposits (3) : $543M
PROPRIETARY AND CONFIDENTIAL 23 DRIVERS OF ABRA’S GROWTH PROJECTIONS (1) FINANCIAL HIGHLIGHTS Financial Overview Significant AUM Momentum With Key Growth Drivers Retail App Launch Planned (H1 2026) • Launch of retail app to accelerate funded accounts and deposits • Retail channel projected to contribute ~20% of total AUM by 2027E • Digital channel supporting incremental HNW acquisition AUM Expansion and Diversification • AUM expansion driven by net new client inflows across HNW and RIA / institutional channels, rather than digital asset price appreciation or growth from existing clients • Institutional pipeline development to be supported by targeted campaigns and proactive sourcing to drive mandate conversion Scaling Sales & Marketing Engine • Expanded S&M motion, new CMO and sales team hires to deepen pipeline, increase institutional penetration and accelerate capital inflows • Enables sales funnel expansion through outbound marketing, events, meetings and conversion rates (from registration, to KYC, to funding) Revenue Engine Supporting Abra’s Growth ACM • Management & Custody Fees: AUM expansion increases management fees across yield, collateralized lending, and custody • Trading & Conversion Revenue: Increasing transactional revenue as AUM grows; new capital inflows drive more origination, trading and conversion revenue • Product Expansion: Expanded offerings such as new yield and structured products to increase wallet share per client • Cross - Sell Opportunity: New integrated app designed to enable seamless client interaction, trading and usage across products Abra Tokenize (3) • Tokenized Products on AbraFi: Launch of tokenized products in AbraFi ecosystem and broader USDAF adoption to expand product breadth and drive higher platform utilization • Investment Income: Abra’s expanding treasury of digital assets to drive revenue growth through active yield strategies and deployment • $AFI Monetization: Monetization of the $AFI governance token as platform engagement and ecosystem usage increase Note: Assumptions regarding USDAF based upon Athena (closest identified synthetic dollar comparable). (1) See Assumptions (Slide 31) for additional detail. The 2026E – 2027E projections have been prepared by management and reflect c urrent estimates and assumptions regarding market conditions, client growth, product adoption, and digital asset pricing. The se forward - looking metrics are subject to significant risks and uncertainties, and actual results may differ materially (see slides 27 – 30 for additional detail). Projections include assumptions regarding the achievement of stated operating, AUM, and client growth targets and do not assume material expansion in overall crypto or market conditions unless otherwise noted. As of the date of th is presentation, certain products and structures described herein are not subject to standardized industry metrics and theref ore it may be difficult to compare the data here in with that of comparable companies. (2) Assumptions include (x) increased S&M spend and CMO onboarding in 1H 2026; (y) average HNW, institutional and retail inve stm ents of $350,000, $5,000,000 and $10,000, respectively, based on management professional experience and legacy Plutus data; a nd (z) new client conversion rates generally consistent with existing conversion rates and based upon management professional ex per ience (3) AbraFi is not a subsidiary or affiliate of Abra. Abra, in partnership with AbraFi, will offer clients access to AbraFi's USD AF. USDAF will not be available to U.S. persons directly, but will be available to U.S. clients of ACM. Growth projected to be driven primarily by net new client acquisition, channel expansion, and product adoption under stable market pricing assumptions (2)
Financial Overview PROPRIETARY AND CONFIDENTIAL 24 FINANCIAL HIGHLIGHTS Source: Management estimates. (1) See Assumptions (Slide 31) for additional detail. The 2026E – 2027E projections have been prepared by management and reflect c urrent estimates and assumptions regarding market conditions, client growth, product adoption, and digital asset pricing. These forward - looking metrics are subject to significant risks and uncertainties, and actual results may differ materially (see slides 27 – 30 for additional detail). Projections include assumptions regarding the achievement of stated operating, AUM, and c lient growth targets and do not assume material expansion in overall crypto or market conditions unless otherwise noted. As of the dat e of this presentation, certain products and structures described herein are not subject to standardized industry metrics and therefore it may be difficult to compare the data here in with that of comparable companies. (2) Average of daily closing price (4.00pm ET) over the last 12 months as of 2/19/2026, FactSet. 2027E AUM & REVENUE SENSITIVITY ACROSS MARKET SCENARIOS Bull Base Bear ~$14B ~$11B ~$10B AUM 27E ~$205M ~$175M ~$160M Revenue 27E Key Assumptions (1) • $70,000 BTC avg price • Softer crypto market with lower BTC prices and activity • Slower institutional funding and longer onboarding cycles • $80,000 BTC avg price, compared to ~$99,000 avg price of last 12 months (2) • Stable market with status quo BTC prices • Steady onboarding across institutional, HNW, and RIA channels as per business plan • $100,000 BTC avg price • Strong crypto market with higher BTC prices trading activity • Accelerated institutional and RIA inflows
27% 67% 7% TRANSACTION OVERVIEW 25 PROPRIETARY AND CONFIDENTIAL Financial Overview FINANCIAL HIGHLIGHTS ▪ Abra to be acquired by New Providence Acquisition Corp. III at a Pre - Money Equity Value of ~$750 million ▪ Transaction may result in up to $270 million in proceeds to Abra, assuming zero redemptions ▪ Abra to roll 100% of existing shares Uses Sources $750.0 Rollover Equity Value $750.0 Issuance of Shares $280.4 Cash to Balance Sheet $301.7 SPAC Cash in Trust $30.0 Est. Fees and Expenses $8.7 Abra Existing Cash (1) $1,060.4 Total Uses $1,060.4 Total Sources Abra Shareholders Pro Forma Valuation Summary $10.00 Assumed Share Price 112.7 Pro Forma Shares Outstanding (M) $1,126.7 Pro Forma Equity Value ($280.4) ( - ) Net cash on balance sheet $846.3 Pro Forma Enterprise Value NPAC Sponsor Key Highlights Pro Forma Valuation at Closing ($M, except per share data) Estimated Sources and Uses ($M) Pro Forma Ownership (2) (1) Existing cash reflects Abra’s current cash balance and digital asset holdings, assuming digital asset prices as of 3/6/20 26. (2) Pro forma share ownership and share count exclude the impact of (i) public and private placement warrants issued by NPA a nd (ii) any outstanding Abra equity awards that will be rolled over and assumed by the Combined Company at closing; the ownershi p percentages presented herein reflect Abra Company rollover into 75.0M shares and do not give effect to the potential dilutive im pact of such assumed options and warrants. Percentages presented in the pie chart do not total 100% due to rounding. NPAC Shareholders
COMPELLING VALUATION VS. PUBLIC PEERS TODAY PROPRIETARY AND CONFIDENTIAL 26 Tokenization Infrastructure Digital Asset Exchanges Diversified Financial Services Current Abra valuation at a discount to peers EV / 27E Rev (1) Source: Consensus estimates from FactSet and Capital IQ as of 2/27/2026. Note: Forward revenue valuation metrics are based on CY2027E estimates. (1) See Assumptions (Slide 31) for additional detail. The 2026E – 2027E projections have been prepared by management and reflect c urrent estimates and assumptions regarding market conditions, client growth, product adoption, and digital asset pricing. These forward - looking metrics are subject to significant risks and uncertainties, and actual results may differ materially (see slides 27 – 30 for additional detail). Projections include assumptions regarding the achievement of stated operating, AUM, and cl ient growth targets and do not assume material expansion in overall crypto or market conditions unless otherwise noted. As of the dat e of this presentation, certain products and structures described herein are not subject to standardized industry metrics and therefore it may be difficult to compare the data here in with that of comparable companies. Financial Overview FINANCIAL HIGHLIGHTS 4.3x 8.9x 11.2x 5.6x 12.2x 4.8x 8.2x 5.0x Mean: 9.6x Mean: 6.0x
Risk Factors RISKS RELATED TO ABRA Risks Related to Abra’s Business • Abra earns substantially all of its revenues based on assets under management (“AUM”), and any reduction in AUM, or the value of AUM, would reduce its revenues. • Abra’s business focuses on digital assets and its operating results will be affected by fluctuations in the prices of digital as sets, the effects of which may include, among other impacts, fluctuations in digital asset transaction volumes, client AUM and the value of digital assets Abra holds on its balance sheet. • Executing Abra’s business plans includes operational risks that may materially and adversely affect its performance and resul ts, and Abra may not be effective in mitigating any such risk. • Abra’s business depends on its ability to effectively invest in, implement improvements to, and properly maintain the uninter rup ted operation, security and integrity of, its operating platform and other information technology and business systems. • Abra’s products rely on third - party decentralized finance (“DeFi”) protocols and software that could be subject to risks such as hacks, bugs and exploits, which could cause client losses, expose Abra to risks and adversely impact its business. • Assets that Abra manages may be exposed to counterparty risk in various investment strategies, and a counterparty’s failure c oul d result in client losses and adversely affect its business. • Abra’s historical financial statements and results are not necessarily representative of future performance or the full exten t o f the potential variability in AUM and revenues derived therefrom that it may experience in the future. • Abra’s plans to tokenize real - word assets (“RWA”) are developing and may take longer to effectuate and not be as successful as m anagement presently anticipates. • Abra relies on information provided by clients and third parties, and inaccuracies in such information could adversely affect it s advisory services and expose it to liability. • Abra’s business is highly dependent on key personnel, including its chief executive officer, and the loss of such individuals co uld materially adversely affect operations. • Abra’s chief executive officer’s public profile may subject us to heightened regulatory scrutiny, investigations, or inquirie s, regardless of whether any violation has occurred, which could be costly and distracting regardless of whether it has engaged in any unlawful conduct. • If Abra is unable to successfully identify, hire and retain qualified individuals, it will not be able to implement its growt h s trategy successfully. • The emergence or growth of novel or other digital assets, including those with significance private or public sector backing, in cluding by governments, consortiums or financial institutions, could have a negative impact on the price of Bitcoin and other digital assets and adversely affect the value of Abra and its clients’ assets or other aspects of Abra’s bu sin ess. • Abra Capital Management, LP (“ACM”) became a registered investment advisor relatively recently and certain products and servi ces that Abra offers and expects to offer, including through AbraFi, are new and developing. which may present challenges and risks that Abra cannot or does not foresee. • Abra’s partnership with AbraFi, which is not a subsidiary or affiliate of Abra, is newly - established and unproven. • Abra expects to retain a portion, which may be significant, of all AbraFi tokens (“AFI Tokens”) in circulation at any time, w hic h may create governance, control, and conflict - of - interest risks. • AbraFi anticipates transitioning aspects of AFI token administration to a decentralized autonomous organization (“DAO”) in a cco rdance with the terms of applicable smart contracts and, over time, expects an increasing proportion of AFI governance tokens and associate voting rights to be distributed or sold to its clients. Such transition has not yet occurred and may not occur in a timely fashion or ever at all. • Abra’s retail app is currently under development and Abra cannot guarantee that all of the app’s planned features, once launc hed , will be immediately available, attractive or widely - used by customers. • Abra operates in highly competitive industries and compete against unregulated or less regulated companies and companies with gr eater financial and other resources, including established financial institutions, asset managers, banks and other financial services firms. Abra’s business, operating results, and financial condition may be adversely affected if it is unable to respond to its competitors effectively. • Abra may not be able to successfully implement its business plans or growth strategy on a timely basis or at all. If Abra fai ls to manage its growth effectively, this may adversely affect its operating results, prospects and the trading price of the Combined Company’s common stock. • The nature of Abra’s business requires the application of complex financial accounting rules, and there is limited guidance f rom accounting standard setting bodies. If financial accounting standards undergo significant changes, Abra’s operating results could be adversely affected. • Abra’s estimates of market opportunity and management’s forecasts with respect to company growth and market opportunity are i llu strative, based on certain assumptions, and may prove to be inaccurate. • If the digital assets that Abra holds on its balance sheet are determined to constitute “securities” for purposes of the Inve stm ent Company Act of 1940 (the “Investment Company Act”) and represent a significant portion of its total assets, Abra could be deemed an investment company required to register under the Investment Company Act, which would subject it to b urd ensome regulatory requirements, could impede its ability to consummate the proposed Business Combination and could restrict its future business activities. • A determination that a digital asset is a “security,” or that an activity in which Abra engages involves a “securities transa cti on” for purposes of U.S. federal securities laws could adversely affect the value of that digital asset and potentially digital assets generally. Such determinations could also result in increased regulatory scrutiny and compliance obligations, whi ch could adversely impact Abra’s business, AUM, revenues and results of operations as well as the market price of its common stock. • If the SEC or any other party alleges that services Abra provides involve unregistered offers and sales of securities or unre gis tered securities broker - dealer activity in violation of the Securities Act or the Exchange Act and the courts agree, Abra may be required to cease such activities and may be subject to monetary and other penalties or other liabilities. • Abra derives substantially all of its revenues from advisory contracts that may be terminated upon short or no notice. • When client assets are deployed through omnibus or pooled structures for operational or protocol reasons, Abra must maintain com plex allocation, reconciliation, and recordkeeping processes, and failures in such processes could result in financial losses, client disputes, regulatory scrutiny and reputational harm. PROPRIETARY AND CONFIDENTIAL 27 RISK FACTORS
Risk Factors RISKS RELATED TO ABRA (Continued) • Failure to comply with investment guidelines set by Abra’s clients, or errors, misconduct, or fraud by Abra’s personnel, coul d r esult in client losses, claims against Abra, regulatory scrutiny or a decline in its AUM. • Conflicts of interest inherent in Abra’s advisory business, including those relating to affiliate relationships, personal tra din g, allocation of opportunities and performance - based fees, could subject Abra to regulatory scrutiny, client disputes, and reputational harm. • If Abra chooses to hedge its exposures, such hedging transactions may be ineffective or reduce its overall performance. • Short sales, borrowings and leverage of digital assets pose additional risks. • Any failure to obtain, maintain, protect, defend or enforce Abra’s intellectual property and other proprietary rights could a dve rsely affect its business, financial condition and results of operations. Risks Related to Digital Assets • Digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty. • Transactions executed through digital asset trading platforms, many of which operate in a rapidly evolving regulatory environ men t and may lack the transparency, investor protections and operational safeguards associated with more established financial markets involve high degrees of risk and are not insured by the FDIC or SIPC. Such venues may are also sus ceptible to fraud, cybersecurity incidents, market manipulation and operational disruptions, which failures could negatively affect the value and liquidity of digital assets held in Abra’s client accounts that Abra manages and expose Ab ra to reputational harm, client claims and decline in AUM and revenues. • The continuing development and acceptance of digital assets and distributed ledger technology are subject to a variety of ris ks. • Blockchain networks, digital assets and the digital asset trading platforms on which these assets are traded are dependent on in ternet and other blockchain infrastructure and susceptible to system failures, security risks and rapid technological change. • Blockchain protocol changes or “forks” affecting digital assets held in client accounts could create operational, valuation a nd liquidity challenges and adversely affect Abra’s business. • Client accounts that Abra manages may engage in DeFi activities, and failures, vulnerabilities or disruptions in DeFi protoco ls could result in client losses and expose us to operational, legal and reputational risks. • Transactions executed through DeFi protocols may be irreversible, and failures, exploits or liquidity constraints could preve nt Abra from unwinding positions or mitigating losses. • Client accounts that Abra manages may engage in transactions on DeFi protocols involving the provision of and access to liqui dit y of various types of digital assets using liquidity pools, which involve a number of risks and uncertainties and may expose Abra’s AUM to concentrated risks that could result in rapid losses, reduced liquidity and increased client red emp tions. • Custodying of Abra’s and its clients’ Bitcoin and other digital assets involves risks, including the loss or destruction of private keys r equired to access Abra’s and its clients’ Bitcoin and other digital assets. • The U.S. federal income tax treatment of transactions in digital assets is unclear and may change. Risks Related to Market and Investment Performance • Unfavorable market conditions could adversely affect Abra’s business in many ways, including by reducing the fee revenue and new deposits received from client accounts, if any, or reducing its ability to attract and retain new clients. • There are no guarantees that participating in Abra's services, products, strategies or offerings will result in favorable out com es for clients. If Abra’s investment or trading strategies perform poorly, clients could redeem their assets, it may become more difficult to attract new client investments, and Abra could suffer a decline in its AUM, which would reduce its r eve nues and ability to grow successfully. • Abra’s clients’ portfolios are heavily concentrated around Bitcoin, Ethereum and Solana, which are highly correlated. Signifi can t allocations to particular digital assets or asset classes in client accounts may result in underperformance relative to other market opportunities, which could reduce Abra’s AUM and advisory revenues. • If investments in, or transactions involving, digital assets decline, Abra’s platform offerings would be less attractive in t he marketplace and its results of operations would suffer. Risks Related to Regulatory, Legal and Reputational Matters • Abra is a holding company and its advisory activities are conducted through a registered investment adviser (“RIA”) subsidiar y, which means the parent company is not registered as an investment company under the Investment Company Act of 1940 and is not itself registered as an RIA. Investors in the parent company may have incorrect assumptions ab out the regulatory status of Abra and related investor protections even though investors in the parent company do not receive the protections applicable to investors in mutual funds and exchange - traded funds. • Abra may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affec t i ts business, financial condition, and results of operations. • Certain digital assets and transactions in client accounts may be subject to regulatory authority by the SEC, CFTC or other r egu latory agencies. Any fraudulent or manipulative trading activity affecting such assets could subject Abra to increased regulatory scrutiny, enforcement, and litigation. • As Abra’s business develops and grows, Abra may need to secure additional licenses, permits and approvals to operate its busi nes s in accordance with management’s plans. • Regulatory proceedings, litigation, settlement terms and negative publicity involving related entities operating under the “A bra ” brand or formerly associated with Plutus Financial Holdings, Inc. may limit aspects of Abra’s operations and adversely affect its business and reputation and subject Abra to increased regulatory scrutiny. • From time to time, Abra may be involved in legal and regulatory investigations or proceedings and commercial or contractual d isp utes, which could have an adverse impact on its financial condition and results of operations. • The regulatory environment in which Abra operates is subject to continual change and regulatory developments designed to incr eas e oversight, which may materially and adversely affect its business. PROPRIETARY AND CONFIDENTIAL 28 RISK FACTORS
Risk Factors RISKS RELATED TO ABRA (Continued) • The asset management business is highly regulated and regulators may apply or interpret these regulations with respect to dig ita l assets in novel and unexpected ways. • Abra’s operating results and prospects may suffer if aspects of the services or products it offers are determined not to comp ly with applicable legal requirements or Abra becomes subject to governmental investigations or proceedings that distract management from other activities or increase costs. • Competing industries may have more influence with policymakers than the digital asset industry, which could lead to the adopt ion of laws and regulations that are harmful to the digital asset industry and Abra’s business. • Legislative or regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies could restrict the us e o f one or more digital assets, the ability to enter into transactions referencing digital assets, validating or mining activity, the operation of digital asset networks or digital asset trading platforms in a manner that adversely affect s A bra’s business. • Legislative or regulatory changes or actions in foreign jurisdictions may affect Abra’s business or restrict the use of one o r m ore digital assets, transactions referencing digital assets, mining activity or the operation of their networks or the digital asset trading platform market in a manner that adversely affects Abra’s business. Risks Related to Third Parties • Abra’s business relies on third parties, including digital asset trading platforms, custodians, blockchain networks, internet an d cloud infrastructure providers, and other service providers, which subject Abra to risks that it may not be able to control or remediate. • Assets that Abra manages are typically held with third - party custodians, including digital asset custodians, and a failure by su ch custodians or other service providers to safeguard those assets could result in client losses and adversely affect Abra’s business. • Disruptions to Abra’s information technology systems or infrastructure, or those of third parties and digital asset infrastru ctu re providers on which its business relies, whether caused by cybersecurity incidents, natural disasters, pandemics, geopolitical events or other force majeure events could impair Abra’s ability to execute transactions, access clie nt assets or provide services to clients. Such disruptions to Abra’s businesses could damage its reputation, increase its costs, and have a material adverse effect on its business, financial condition and results of operations. • Any inability to maintain adequate relationships with affiliates, third - party financial institutions and trading venues with res pect to, and any inability to settle customer trades related to, Abra’s digital asset strategies, may adversely affect its business, financial condition and results of operations. General Risks • Recent macroeconomic pressures resulting from ongoing geopolitical or other matters may have an adverse impact on Abra’s busi nes s, financial results and prospects. • Inflation and increased interest rates may adversely affect Abra’s financial condition and results of operations. • Changes in U.S. and foreign government policy, including the imposition of or increases in tariffs and changes to existing tr ade agreements, could have a material adverse effect on global economic conditions and Abra’s business, financial operations and prospects. • Abra obtains and processes sensitive customer data. Any real or perceived improper use of, disclosure of, or access to such d ata could harm Abra’s reputation, as well as have an adverse effect on its business. • Abra’s insurance coverage may not be adequate to protect it from all business risks. Risks Related to SPAC and the Proposed Business Combination • The ability of SPAC shareholders to exercise redemption rights with respect to a large number of public shares, the terms of the proposed Business Combination and other factors may not allow SPAC to complete the proposed Business Combination or optimize its capital structure. • There is no assurance that SPAC’s diligence will reveal all material risks that may be present with regard to Abra. If SPAC’s du e diligence investigation was inadequate, shareholders of SPAC and the Combined Company could lose some or all of their investment. • Past performance by any member of the SPAC management team or the board of directors of SPAC, the SPAC’s sponsor (the “Sponso r”) or any of their respective affiliates, may not be indicative of future performance of an investment in SPAC or the Combined Company. • SPAC’s Sponsor, directors and officers have potential conflicts of interest in recommending that SPAC shareholders vote in fa vor of the proposed Business Combination. • If the proposed Business Combination is not approved and SPAC does not consummate another initial business combination by its de adline, then the Sponsor’s shares and warrants of SPAC will become worthless and the expenses it has incurred will not be reimbursed. These interests may influence the Sponsor’s decision to approve the proposed Business Co mbi nation. • SPAC’s Sponsor, directors and officers have agreed to vote in favor of the proposed Business Combination, which will increase th e likelihood that the SPAC will receive the requisite shareholder approval of the proposed Business Combination. • SPAC may not have valued Abra’s business and prospects accurately, which could affect trading prices of the Combined Company’ s c ommon stock after closing. • The proposed Business Combination and the transactions contemplated thereby may be approved regardless of how SPAC’s public s har eholders vote. Holders of SPAC founder shares, including SPAC’s Sponsor, directors and officers and any of their respective affiliates, may receive a positive return on such shares, even if SPAC’s public shareholders expe rie nce a negative return on their investment after the consummation of the proposed Business Combination. PROPRIETARY AND CONFIDENTIAL 29 RISK FACTORS
Risk Factors RISKS RELATED TO ABRA (Continued) • SPAC and Abra will incur significant transaction and transition costs in connection with the proposed Business Combination, w hic h will limit the amount of proceeds, if any, from the proposed Business Combination and any related financing transactions available to the Combined Company to carry out its business plans. • If the conditions to the proposed Business Combination are not met, the proposed Business Combination may not occur. • The Business Combination Agreement contains provisions that limit SPAC from seeking an alternative business combination. • The Combined Company will need to satisfy initial listing requirements of the national securities exchange on which the Combi ned Company’s shares are listed at Closing, its status as a “shell company” may impact the Combined Company’s ability to maintain compliance with exchange listing requirements and restrict reliance on certain rules or forms i n c onnection with the offering, sale or resale of securities. • SPAC’s shareholders will experience significant dilution as a consequence of the proposed Business Combination and related fi nan cings, if any. • SPAC and its shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions t hat allow for a post - closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties in the Business Combination Agreement made by Abra or any other party thereto ultimately prove s t o be inaccurate or incorrect. • Negative developments in the cryptocurrency industry, including fraud, cybercrime or platform failures, may result in unfavor abl e publicity and could impact investor sentiment with respect to the Combined Company after the proposed Business Combination even if the Combined Company is not directly involved in any of the reported events. • Future developments regarding the treatment of crypto assets for U.S. and foreign tax purposes could adversely impact busines s p rospects of the Combined Company after the proposed Business Combination. Risks Related to Operating as a Public Company • The Combined Company will require additional capital to pursue its business plans, which may not be available on favorable te rms , or at all. • Future sales and issuances of the Combined Company’s common stock or rights to purchase common stock, including pursuant to e qui ty incentive plans, in connection with strategic or commercial transactions and future capital raise or other financing transactions, if any, may result in material dilution of the percentage ownership of the Combined Company’s s toc kholders and could cause the Combined Company’s stock price to decline. • The Combined Company’s trading prices are expected to be highly correlated with the price of Bitcoin and other digital assets , w hich may change between the time the parties enter into definitive agreements related to the proposed Business Combination transaction and the Closing, if any, of the transaction and any time after the proposed Business Combina tio n is consummated. • The Combined Company’s quarterly operating results, revenues, and expenses may fluctuate significantly, including as a result of volatility in digital asset market conditions, which could have an adverse effect on the market price of its common stock. • There can be no assurances that a liquid trading market for the Combined Company’s common stock will develop or be maintained af ter closing of the proposed Business Combination. • Redemptions by SPAC public shareholders prior to or in connection with the Closing will reduce proceeds from the SPAC trust a cco unt available to Abra from the proposed Business Combination. • Abra has not previously been a public company and Abra’s management has limited experience operating a public company. Operat ing as a public company will require significant management attention and increased costs, which may strain resources and divert focus from executing Abra’s business strategy. • The Combined Company will incur significant expenses and administrative burdens as a public company, which could have an adve rse effect on the Combined Company’s business, financial condition, and results of operations. • The Combined Company will be required to develop and maintain proper and effective internal control over financial reporting. • The Combined Company will need to hire additional personnel to satisfy its public reporting and other obligations. • The Combined Company is expected to qualify as an emerging growth company and smaller reporting company, eligible for exempti ons from certain disclosure requirements. The reduced disclosure may provide less information to investors, limiting comparability to common stock of other similar companies and reduce demand for, and the trading price of, th e Combined Company’s common stock. • If analysts publish unfavorable reports or do not provide research coverage of the Combined Company’s common stock, the tradi ng price and liquidity of the Combined Company’s common stock may be adversely affected. • There can be no assurance that the Combined Company will be able to comply with the continued listing standards of the nation al securities exchange on which Combined Company shares are listed. • The Combined Company does not anticipate paying any cash dividends in the foreseeable future. PROPRIETARY AND CONFIDENTIAL 30 RISK FACTORS
2027E Model & KPI Assumptions ANNEX A: KEY ASSUMPTIONS RELATING TO BASE CASE PROJECTIONS (1)(2) 31 PROPRIETARY AND CONFIDENTIAL 2026E Model & KPI Assumptions ACM ACM growth supported by new sales motion, including hiring a new CMO, distribution expansion, institutional pipeline development, & retail channel launch. • HNW clients growth from ~380 clients to ~1.5K; ~$850M AUM by 2026E year end • RIA / Institutional accounts scale from 0 to ~250; ~$1B AUM by 2026E year end • New app launch driving ~15K Funded App Accounts; ~$150M AUM by 2026E year end Abra Tokenize (3) Abra Tokenize drives incremental revenue and capital inflows through tokenized product expansion, USDAF balance growth, and governance token participation • Initial commitments of $50M seed funding to kickstart and accelerate AbraFi / USDAF adoption, driving ~$500M of assets deployed on - chain by 2026E year end • Expansion of Abra’s Digital Treasury of ~$150M for yield and capital deployment (1H 2026 projected launch date) Market Assumptions • BTC avg. price: $80,000 • Assumes no fundamental change in macro or crypto market drivers ACM Continued scaling of distribution, institutional mandate wins, and retail channel acceleration • HNW clients grow to ~13.5K HNW Clients; ~$5B AUM by 2027E year end • RIA / Institutional grow to ~730 Accounts; ~$4B AUM by 2027E year end • App download and funding acceleration with ~250K Funded App Accounts; ~$2B AUM by 2027E year end Abra Tokenize (3) Continued expansion of new tokenized products (equity, credit, structured yield, etc.) on AbraFi network • Increased USDAF circulation and ecosystem utilization with ~$1.8B of assets deployed on - chain • $AFI governance token participation enhancing capital efficiency and monetization Market Assumptions • BTC avg. price: $80,000 • Assumes no fundamental change in macro or crypto market drivers Annex A ANNEX A (1) The 2026E – 2027E projections have been prepared by management and reflect current estimates and assumptions regarding market conditions, client growth, product adoption, and digital asset pricing. These forward - looking metrics are subject to significant risks and uncertainties, and actual results may differ materially (see slides 27 – 30 for additional detail). Projections assume the achievement of stated operating, AUM, and client growth targets and do not assume material expansion in overall crypto or m arket conditions unless otherwise noted. As of the date of this presentation, certain products and structures described herein are not subject to standardized industry metrics and therefore it may be difficult to compare the data here in with that of comparabl e companies. (2) Assumes consummation of Business Combination in July 2026, resulting in net proceeds of $150M, which will be used by Abra fo r growth capital and general corporate purposes. (3) Abra, in partnership with AbraFi, will offer clients access to AbraFi's USDAF. USDAF will not be available to U.S. person s d irectly, but will be available to U.S. clients of ACM.
THANK YOU INVESTOR DECK 32 PROPRIETARY & CONFIDENTIAL