8-K
OTG Acquisition Corp. I (OTGA)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 11, 2025
OTGAcquisition Corp. I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42837 | 98-1868600 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
12003Cielo Court
PalmBeach Gardens, Florida 33418
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (917) 488-5629
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant | OTGAU | The Nasdaq Stock Market LLC |
| Class A ordinary shares included as part of the units | OTGA | The Nasdaq Stock Market LLC |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | OTGAW | 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 Definitive Agreement. |
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On September 15, 2025, OTG Acquisition Corp. I (the “Company”) consummated its initial public offering (“IPO”) of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-289828) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 25, 2025, as amended (the “Registration Statement”):
| ● | An<br> Underwriting Agreement, dated September 11, 2025, by and between the Company and B. Riley Securities, Inc., as representative of<br> the several underwriters named on Schedule I thereto (the “Underwriters”), a copy of which is attached as Exhibit<br> 1.1 hereto and is incorporated herein by reference. |
|---|---|
| ● | A<br> Business Combination Marketing Agreement, dated September 11, 2025, by and between the Company and B. Riley Securities, Inc., a copy<br> of which is attached as Exhibit 1.2 hereto and is incorporated herein by reference. |
| ● | A<br> Business Combination Marketing Agreement, dated September 11, 2025, by and between the Company and Northland Capital Markets, a copy<br> of which is attached as Exhibit 1.3 hereto and is incorporated herein by reference. |
| ● | A<br> Business Combination Marketing Agreement, dated September 11, 2025, by and between the Company and Lake Street Capital Markets, LLC,<br> a copy of which is attached as Exhibit 1.4 hereto and is incorporated herein by reference. |
| ● | A<br> Warrant Agreement, dated September 11, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant<br> agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. |
| ● | A<br> Letter Agreement (the “Letter Agreement”), dated September 11, 2025, by and among the Company, OTG Acquisition<br> Sponsor LLC (the “Sponsor”) and each of the officers and directors of the Company, a copy of which is attached<br> as Exhibit 10.1 hereto and is incorporated herein by reference. |
| ● | An<br> Investment Management Trust Agreement, dated September 11, 2025, by and between the Company and Continental Stock Transfer &<br> Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference. |
| ● | A<br> Registration and Shareholder Rights Agreement, dated September 11, 2025, by and among the Company, the Sponsor and the other holders<br> named therein, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference. |
| ● | A<br> Private Placement Units Purchase Agreement, dated September 11, 2025, by and between the Company and the Sponsor (the “Sponsor<br> Private Placement Units Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein<br> by reference. |
| ● | A<br> Private Placement Units Purchase Agreement, dated September 11, 2025, by and among the Company and the Underwriters (the “Underwriters<br> Private Placement Units Purchase Agreement” and, together with the Sponsor Private Placement Units Purchase Agreement,<br> the “Private Placement Units Purchase Agreements”), a copy of which is attached as Exhibit 10.5 hereto and is<br> incorporated herein by reference. |
| ● | An<br> Administrative Services and Indemnification Agreement, dated September 11, 2025, by and between the Company and Expedition Infrastructure<br> Partners, LLC, a copy of which is attached as Exhibit 10.6 hereto and is incorporated herein by reference. |
| --- | --- |
The material terms of such agreements are fully described in the Company’s final prospectus, dated September 11, 2025, as filed with the Commission on September 12, 2025 (the “Prospectus”) and are incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
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On September 15, 2025, simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreements, the Company completed the private sales of an aggregate of 775,000 units (the “Private Placement Units”) to the Sponsor and the Underwriters at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $7,750,000. Of those 775,000 Private Placement Units, the Sponsor purchased 545,000 Private Placement Units and the Underwriters purchased 230,000 Private Placement Units.
The Private Placement Units are identical to the Units sold in the IPO, except that the Private Placement Units (i) will not be transferable or salable until 30 days after the completion of the Company’s initial business combination, subject to certain exceptions and (ii) will be (including the underlying securities) entitled to registration rights. The material terms of the Private Placement Units are fully described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Units. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On September 12, 2025, in connection with the IPO, Richard Nottenburg was appointed to the board of directors of the Company (the “Board”). Scott Troeller, Steven Siesser and Wesley Cummins remain as members of the Board. Mr. Siesser, Mr. Cummins and Dr. Nottenburg are independent directors. Effective September 12, 2025, Mr. Siesser, Mr. Cummins and Dr. Nottenburg were appointed to the Board’s Audit Committee, with Dr. Nottenburg serving as chair of the Audit Committee; Mr. Siesser, Mr. Cummins and Dr. Nottenburg were appointed to the Board’s Compensation Committee, with Mr. Cummins serving as chair of the Compensation Committee; and Mr. Siesser, Mr. Cummins and Dr. Nottenburg were appointed to the Board’s Nominating Committee, with Mr. Siesser serving as chair of the Nominating Committee.
Following the appointment of Dr. Nottenburg, the Board is comprised of three classes. The term of office of the first class of directors, consisting of Dr. Nottenburg, will expire at the Company’s first annual general meeting of shareholders. The term of office of the second class of directors, consisting of Mr. Cummins, will expire at the Company’s second annual general meeting of shareholders. The term of office of the third class of directors, consisting of Mr. Siesser and Mr. Troeller, will expire at the Company’s third annual general meeting of shareholders.
On September 11, 2025, in connection with their appointments, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement.
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration Statement, respectively, and are incorporated herein by reference.
| Item 5.03. | Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
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In connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Articles”) with the Cayman Islands Registrar of Companies, effective September 11, 2025. The terms of the Articles are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 8.01. | Other Events. |
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A total of $231,150,000 of the net proceeds from the IPO and the sale of the Private Placement Units was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Ordinary Shares included in the Units sold in the IPO (the “public shares”) if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO (as may be extended by shareholder approval to amend the Articles) (the “completion window”), subject to applicable law or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Articles not for the purpose of approving, or in conjunction with the consummation of, an initial business combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to rights of holders of the Company’s Ordinary Shares or pre-initial business combination activity.
On September 12, 2025 the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On September 15, 2025 the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
EXHIBIT
INDEX
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.
| OTG ACQUISITION CORP. I | ||
|---|---|---|
| By: | /s/ Scott Troeller | |
| Name: | Scott<br> Troeller | |
| Title: | Chief<br> Executive Officer | |
| Dated:<br> September 15, 2025 |
Exhibit 1.1
20,000,000 Units
OTG Acquisition Corp. I
UNDERWRITING AGREEMENT
September 11, 2025
B. Riley Securities, Inc.
1300 17^th^ Street North, Suite 1300
Arlington, VA 22209
As Representative of the several Underwriters
Ladies and Gentlemen:
OTG Acquisition Corp. I, a Cayman Island exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Securities”). The Option Securities and the Underwritten Securities are hereinafter collectively called the “Securities.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Share (the “Warrants”). The Shares and the Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Share at a price of $11.50 per Share, subject to certain adjustments as described in the Warrant Agreement (as defined below) during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) or twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below). As used herein, the term “Business Combination” (as described more fully in the Registration Statement, as defined below) shall mean a merger, capital share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.
The Company has entered into an Investment Management Trust Agreement, effective as of September 11, 2025, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Units (as defined below) and certain proceeds from the Offering will be deposited and held in a U.S.-based trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Underwritten Securities and the Option Securities, if and when issued.
The Company has entered into a Warrant Agreement, effective as of September 11, 2025, with respect to the Warrants and Private Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants.
The Company has entered into a Securities Subscription Agreement, dated as of June 16, 2025 (the “Founder’s Purchase Agreement”), with OTG Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (including the Shares issuable upon conversion thereof, where applicable, the “Founder Shares”), for an aggregate purchase price of $25,000. Up to 750,000 of the Founder Shares are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option in full. The Founder Shares are substantially similar to the Shares included in the Units, except as described in the Registration Statement, the General Disclosure Package and the Prospectus.
The Sponsor will initially purchase from the Company, pursuant a sponsor purchase agreement (the “Sponsor Purchase Agreement”), an aggregate of 500,000 units (or up to 545,000 units if the over-allotment option is exercised in full) and the Underwriters will purchase from the Company, pursuant to the an agreement (the “Underwriters Purchase Agreement”), an aggregate of 200,000 units (or up to 230,000 units if the over-allotment option is exercised in full), which units are substantially identical to the Public Units subject to certain exceptions (collectively, the “Private Placement Units” and together with the Public Units, the “Units”), at a purchase price of $10.00 per Private Placement Unit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The private placement of the Private Placement Units to the Sponsor and the Underwriters is referred to herein as the “Private Placement.” The warrants included in the Private Placement Units are referred to herein as the “Private Placement Warrants” and the Shares included in the Private Placement Units are referred to herein as the “Private Placement Shares.” Certain proceeds from the sale of the Private Placement Units shall be deposited into the Trust Account. None of the Private Placement Units (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor or the Underwriters, other than to their permitted transferees, until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Private Placement Units and the underlying Private Placement Warrants and Private Placement Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore also be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Private Placement Units and the underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.
The Company has entered into a Registration Rights Agreement, dated as of September 11, 2025, with the Sponsor, the Representative and the other parties thereto, in substantially the form filed as an exhibit to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Units, the units that may be issued upon conversion of working capital loans (which will be substantially similar to the Private Placement Units), and the Shares underlying such units and Private Placement Units.
The Company has caused to be duly executed and delivered a Letter Agreement, dated September 11, 2025, by and among the Sponsor and each of the Company’s officers, directors, and director nominees, in substantially the form filed as an exhibit to the Registration Statement (the “Insider Letter”).
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The Company has entered into an Administrative Services and Indemnification Agreement, dated as of September 11, 2025, with Expedition Infrastructure Partners, LLC (“XIP”), in substantially the form filed as an exhibit to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will (A) pay to the Sponsor an aggregate monthly fee of $20,000 for certain office space, utilities and secretarial and administrative support from the date of the Prospectus that the Company will file in accordance with Rule 424(b) until the earlier of (x) the consummation of an initial Business Combination and (y) the Liquidation and (B) indemnify the Sponsor against certain liabilities.
- Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.
(a) The Company has prepared and filed with the Commission the registration statement (File No. 333-289828) on Form S-1 (the “Registration Statement”), including the related Preliminary Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company has filed one or more amendments thereto, including the related Preliminary Prospectus, each of which has previously been furnished to the Representative. The Company will file with the Commission the Prospectus in accordance with Rule 424(b). As filed, such Prospectus shall contain all information required by the Act and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representative prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised you and that has been approved by you, prior to the Execution Time, will be included or made therein. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information.
(b) On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (an “Additional Closing Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not 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 not misleading; any individual Written Testing-the-Waters Communication (as defined herein), as of its date of use, complied in all material respects with the Act, and, when considered together with the General Disclosure Package, did not and will not 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 were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Additional Closing Date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
(c) The General Disclosure Package, as of the Applicable Time, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the General Disclosure Package in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
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(d) The Company has filed with the Commission a Form 8-A (File No. 001-42837) providing for the registration under the Exchange Act of the Securities, which registration is currently effective on the date hereof. The Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on The Nasdaq Global Market, and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.
(e) The Commission has not issued any order or, to the Company’s knowledge, threatened to issue any order preventing or suspending the effectiveness of the Registration Statement or the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
(f) (i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was and is an Ineligible Issuer (as defined in Rule 405).
(g) The Company has not prepared or used a Free Writing Prospectus in connection with the Offering (as defined below).
(h) The Company has been duly incorporated and is validly existing as a company in good standing under the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the General Disclosure Package and the Prospectus and to enter into this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Private Placement Agreements, the Registration Rights Agreement, the Insider Letter and the Administrative Services Agreement and to carry out the transactions contemplated hereby and thereby, and except where the failure to be so qualified or be in good standing would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (as defined herein), is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction that requires such qualification.
(i) There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements in the General Disclosure Package and the Prospectus under the headings “Principal Shareholders,” “Certain Relationships and Related Party Transactions,” and “Description of Securities” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are in all material respects accurate and fair summaries of such legal matters, agreements, documents or proceedings. There are no business relationships or related party transactions involving the Company or any other person required by the Act to be described in the Registration Statement or Prospectus that have not been described as required.
(j) The Company’s authorized equity capitalization is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus.
(k) All issued and outstanding ordinary shares of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and none of such shares were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The offers and sales of the outstanding ordinary shares and Warrants were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such ordinary shares and Warrants, exempt from such registration requirements. The holders of the outstanding ordinary shares of the Company are not entitled to preemptive or other rights to subscribe for the Securities arising by operation of law or under the Memorandum and Articles of Association of the Company (as amended from time to time, the “Amended and Restated Memorandum”), or otherwise; and, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for shares or other ownership interests in the Company are outstanding.
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(l) The Securities have been duly authorized and when issued and delivered by the Company against payment for the Securities by the Underwriters pursuant to this Agreement, will be validly issued.
(m) The Shares included in the Units have been duly authorized and, when issued and delivered by the Company against payment for the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable.
(n) The Private Placement Units have been duly authorized and, when issued and delivered by the Company against payment for the Private Placement Units by the Sponsor and the Underwriters pursuant to the Sponsor Purchase Agreement and Underwriters Purchase Agreement, will be validly issued, fully paid and non-assessable.
(o) The Private Placement Shares included in the Private Placement Units have been duly authorized and, when issued and delivered by the Company against payment for the Private Placement Units by the Sponsor and the Underwriters pursuant to the Sponsor Purchase Agreement and Underwriters Purchase Agreement, will be validly issued, fully paid and non-assessable.
(p) The Warrants included in the Units, when issued and delivered in the manner set forth in the Warrant Agreement against payment for the Securities by the Underwriters pursuant to this Agreement, will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(q) The Private Placement Warrants included in the Private Placement Units, when issued and delivered in the manner set forth in the Warrant Agreement against payment for the Private Placement Units by the Sponsor and the Underwriters pursuant to the Sponsor Purchase Agreement and Underwriters Purchase Agreement, will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(r) The Shares issuable upon exercise of the Warrants included in the Units and issuable upon exercise of the Private Placement Warrants have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered by the Company against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders of such Shares will not be subject to personal liability by reason of being such holders; such Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Shares (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) have been duly and validly taken.
(s) Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.
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(t) No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.
(u) Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities that are required to be “integrated” pursuant to the Act with the offer and sale of the Underwritten Securities pursuant to the Registration Statement.
(v) The Founder Shares have been duly authorized and are validly issued, fully paid and non-assessable.
(w) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(x) The Trust Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(y) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(z) The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(aa) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(bb) The Sponsor Purchase Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(cc) The Underwriters Purchase Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
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(dd) The business combination marketing agreement between B. Riley Securities, Inc. and the Company dated the date hereof has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(ee) The Insider Letter executed by the Company, the Sponsor and each executive officer, director and director nominee of the Company, has been duly authorized, executed and delivered by the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively, and is a valid and binding agreement of the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively, enforceable against the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee of the Company, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(ff) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution, and delivery thereof by the Sponsor, is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(gg) The Company is not and, after giving effect to the offering and sale of the Securities and the Private Placement Units and the application of the proceeds thereof as described in the Registration Statement, the General Disclosure Package and the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.
(hh) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Private Placement Agreements, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement, except for the registration under the Act and the Exchange Act of the Securities and such as may be required under state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the General Disclosure Package and the Prospectus.
(ii) The Company is not in violation or default of (i) any provision of the Amended and Restated Memorandum, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any (x) statute, law, rule, regulation, or (y) judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company; except in the case of clauses (ii) and (iii) above for any such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the financial condition, prospects, earnings, business or properties of the Company, taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
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(jj) Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Private Placement Agreements, the Registration Rights Agreement, the Insider Letter or the Administrative Services Agreement will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the Amended and Restated Memorandum, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which the Company’s property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its respective properties.
(kk) The historical financial statements, including the notes thereto and the supporting schedules, if any, of the Company included in the General Disclosure Package, the Prospectus and the Registration Statement present fairly the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The summary financial data set forth under the caption “Summary Financial Data” in the General Disclosure Package, Prospectus and Registration Statement fairly present, on the basis stated in the General Disclosure Package, Prospectus and Registration Statement, the information included therein. The Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. The statistical, industry-related and market-related data included in the Registration Statement, the General Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.
(ll) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or the Sponsor, or, to the Company’s knowledge, any of its executive officers, directors or director nominees, or the property of the Company is pending or, to the knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby by the Company or (ii) could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Prospectus (exclusive of any supplement thereto).
(mm) The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.
(nn) WithumSmith+Brown PC (“Withum”), who has certified certain financial statements of the Company and delivered its report with respect to the audited financial statements and schedules included in the Registration Statement, General Disclosure Package and the Prospectus, is a registered public accounting firm that is independent with respect to the Company within the meaning of the Act and the Exchange Act and the applicable published rules and regulations thereunder.
(oo) The Company maintains effective “disclosure controls and procedures” (as defined under Rule 13a-15(e) under the Exchange Act) to the extent required by such rule.
(pp) Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission thereunder (the “Sarbanes-Oxley Act”) have been applicable to the Company, there is and has been no failure on the part of the Company to comply in all material respects with the applicable provisions of the Sarbanes-Oxley Act.
(qq) There is and has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be in compliance with, Nasdaq Marketplace Rule 5605. Further, there is and has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be in compliance with, the phase-in requirements and all other provisions of the Nasdaq Stock Market LLC corporate governance requirements set forth in the Nasdaq Marketplace Rules.
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(rr) There are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under U.S. federal law or the laws of any state, or any political subdivision thereof, or under the laws of any non U.S. jurisdiction, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities.
(ss) The Company has filed all tax returns (including U.S. federal, state and non U.S.) that are required to be filed by it or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, General Disclosure Package and the Prospectus (exclusive of any supplement thereto).
(tt) The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any supplement thereto).
(uu) None of the Company, the Sponsor or to the Company’s knowledge, any director, director nominee, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company: (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity: (ii) has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) is aware of or has taken any action, directly or indirectly, that could result in a violation by the Company, the Sponsor or such other persons of the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”). The Company, the Sponsor and, to the Company’s knowledge, its directors, director nominees, officers, agents, employees and affiliates have each conducted the business of the Company and their own businesses on behalf of the Company in compliance with the FCPA and any applicable similar anti-corruption and anti-bribery law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(vv) The operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of jurisdictions where the Company conducts business, the applicable rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
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(ww) None of the Company, the Sponsor or, to the Company’s knowledge, any director, director nominee, officer, agent or affiliate of the Company is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or any similar sanctions imposed by any other body, governmental or other, to which any of such persons is subject (collectively, “other economic sanctions”); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any sanctions administered by OFAC or other economic sanctions.
(xx) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.
(yy) All information contained in the questionnaires (the “Questionnaires”) completed by the Sponsor and, to the knowledge of the Company, the Company’s officers, directors and director nominees and provided to the Underwriters, is true and correct in all material respects and the Company has not become aware of any information that would cause the information disclosed in the Questionnaires completed by the Sponsor or the Company’s officers, directors and director nominees to become inaccurate and incorrect in any material respect that has not otherwise been disclosed to the Representative by the Company.
(zz) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, prior to the date hereof, the Company has not selected any specific initial Business Combination target and has not, nor, has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any initial Business Combination target.
(aaa) Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination or similar fee by the Company or the Sponsor with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company, the Sponsor or any officer or director of the Company, or their respective affiliates, that may affect the Underwriters’ compensation, as determined by the Financial Industry Regulatory Authority, Inc. (“FINRA”).
(bbb) Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not made any direct or indirect payments (in cash or securities) that would qualify as “underwriting compensation” as defined in Rule 5110(j)(22) of FINRA’s Conduct Rules): (i) to any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any person that, to the Company’s knowledge, has been accepted by FINRA as a member of FINRA (a “Member”); or (iii) to any person or entity that, to the Company’s knowledge, has any direct or indirect affiliation or association with any Member, within the FINRA Review Period, as defined in Rule 5110(j)(20) of FINRA’s Conduct Rules, other than payments to the Underwriters pursuant to this Agreement.
(ccc) Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, during the period beginning 180 days prior to the initial filing of the Registration Statement and ending on the Effective Date, no Member and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or consulting services to the Company.
(ddd) Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Member or a person associated or affiliated with a Member.
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(eee) Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no Company Affiliate is an owner of shares or other securities of any Member (other than securities purchased on the open market).
(fff) [Reserved]
(ggg) Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, no proceeds from the sale of the Underwritten Securities (excluding underwriting compensation as disclosed in the Registration Statement, General Disclosure Package and the Prospectus) will be paid by the Company to any Member, or any persons associated or affiliated with a Member.
(hhh) Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a “participating member,” as defined in Rule 5110(j)(15) of FINRA’s Conduct Rules, in the Offering within the FINRA Review Period, as defined in Rule 5110(j)(20) of FINRA’s Conduct Rules.
(iii) Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, no person to whom securities of the Company have been privately issued within the FINRA Review Period, as defined in Rule 5110(j)(20) of FINRA’s Conduct Rules has, to the Company’s knowledge, any relationship or affiliation or association with any Member intending to participate in the Offering.
(jjj) To the Company’s knowledge, no Member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” means, if at the time of the Member’s participation in the Offering, any of the following applies: (A) the securities are to be issued by the Member; (B) the Company controls, is controlled by or is under common control with the Member or the Member’s associated persons; (C) at least 5% of the net offering proceeds, not including underwriting compensation, are intended to be: (i) used to reduce or retire the balance of a loan or credit facility extended by the Member, its affiliates and its associated persons, in the aggregate; or (ii) otherwise directed to the Member, its affiliates and associated persons, in the aggregate; or (D) as a result of the Offering and any transactions contemplated at the time of the Offering: (i) the Member will be an affiliate of the Company; (ii) the Member will become publicly owned; or (iii) the Company will become a Member or form a broker-dealer subsidiary. As used herein, the term “Member intending to participate in the Offering” includes any associated person of a Member that is participating in the Offering, any members of such associated person’s immediate family, and any affiliate of a Member that is participating in the Offering.
(kkk) The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(lll) The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.
(mmm) No relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand, and any director, director nominee, officer, shareholder, special advisor, customer or supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Act or the Exchange Act to be described in the Registration Statement, General Disclosure Package or the Prospectus that is not described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers, directors or director nominees of the Company or any of their respective family members, except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
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(nnn) The Company has not offered, or caused the Underwriters to offer, the Underwritten Securities to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.
(ooo) Upon delivery and payment for the Units on the Closing Date, the Company will not be subject to Rule 419 under the Act and none of the Company’s outstanding securities will be deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act.
(ppp) From the time of the initial confidential submission of the Registration Statement to the Commission through the Execution Time, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
(qqq) As of the time of the initial confidential submission of the Registration Statement, the Company was a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
(rrr) The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (ii) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule III hereto or other Written Testing-the-Waters Communications that contain substantially the same information, of which the Representative has been made aware. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act, and “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act.
Any certificate signed by any officer of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
- Purchase and Sale.
(a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.80 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto.
(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 3,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the Additional Closing Date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional shares.
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- Delivery and Payment.
(a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the first Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time, on September 15, 2025, or at such time on such later date not more than one Business Day after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct.
(b) Payment for the Underwritten Securities shall be made as follows: $196,000,000 of the proceeds received by the Company for the Underwritten Securities shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Units (the “Private Placement Portion”) in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.05, upon delivery to the Representative of the Underwritten Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities.
(c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities.
(d) If the option provided for in Section 2 hereof is exercised after the first Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, in the same manner as the delivery of the Underwritten Securities, on the date specified by the Representative (which shall be at least one Business Day after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.
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Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus (the “Offering”).
Agreements. The Company agrees with the several Underwriters that:
(a) Prior to the termination of the Offering, the Company will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished the Representative a copy for its review prior to filing and will not file any such proposed amendment, supplement or Rule 462(b) Registration Statement to which the Representative reasonably objects. The Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the Offering, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, any Rule 462(b) Registration Statement or any Written Testing-the-Waters Communication or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Written Testing-the-Waters Communication, or of the institution of any proceedings for that purpose or pursuant to Section 8A of the Act and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event or development occurs as a result of which the Preliminary Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify promptly the Representative so that any use of the Preliminary Prospectus may cease until it is amended or supplemented; (ii) amend or supplement the Preliminary Prospectus to correct such statement or omission in a form reasonably acceptable to the Representative; and (iii) supply any amendment or supplement to the Representative in such quantities as it may reasonably request.
(c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event or development occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the rules thereunder, the Company promptly will (i) notify the Representative of any such event; (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to the Representative in such quantities as it may reasonably request.
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(d) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries that will satisfy the provisions of Section 11(a) of the Act and Rule 158.
(e) The Company will not make any offer relating to the Units that constitutes or would constitute a Free Writing Prospectus or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Act.
(f) The Company will furnish to the Representative and counsel for the Underwriters, upon request and without charge, a copy of the Registration Statement (with exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the Offering.
(g) The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(h) The Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, ordinary shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, ordinary shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement or (y) release the Sponsor or any officer, director or director nominee of the Company from the 180-day lock-up contained in the Insider Letter; provided, however, that the Company may (1) issue and sell the Private Placement Units , (2) issue and sell the Option Securities on exercise of the option provided for in Section 2 hereof, (3) issue securities in connection with the initial Business Combination, (4) issue up to 150,000 additional units with the terms identical to the Private Placement Units, at a price of $10.00 per unit, for the repayment of loans, which may be made by the Sponsor or an affiliate of the Sponsor or any of the officers or directors of the Company, to finance transaction costs in connection with the initial Business Combination and (5) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the securities covered thereby.
(i) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
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(j) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on The Nasdaq Global Market; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states and any filings required to be made with FINRA; (vii) all fees, expenses and disbursements relating to investigations and background checks of the Company’s officers and directors (which fees and disbursements shall not exceed $12,000 in the aggregate); (viii) the transportation and other expenses incurred by or on behalf of the Company (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and fees and expenses of counsel to the Underwriters (including the fees set forth in (vi) herein) not to exceed $100,000; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder. In addition, the Company hereby agrees to pay at the closing of the Business Combination, all reasonable and documented out of pocket expenses (including, for the avoidance of doubt, background checks and legal expenses of external counsel) incurred by the Underwriters in connection therewith and with supporting such Underwriters’ Due Diligence Defense (as defined below). The Underwriter will notify the Company when it proposes to engage legal counsel to assist in supporting its Due Diligence Defense; however, for the avoidance of doubt, failure to timely notify the Company of such engagement shall not negate the Company’s expense reimbursement obligations set forth herein.
(k) For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation occurs, the Company will use its best efforts to maintain the registration of the Units, the Shares and the Warrants under the provisions of the Exchange Act, except after giving effect to a going private transaction or acquisition of the Company after the completion of a Business Combination. The Company will not deregister the Units, the Shares or the Warrants under the Exchange Act (except in connection with a going private transaction or acquisition of the Company after the completion of a Business Combination) without the prior written consent of the Representative.
(l) The Company shall, on the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company as of the Closing Date (the “Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering on the Closing Date. As soon as the Audited Balance Sheet becomes available, the Company shall promptly, but not later than four Business Days after the Closing Date, file a Current Report on Form 8-K with the Commission, which report shall contain the Audited Balance Sheet. Additionally, if not disclosed on such Current Report on Form 8-K, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the option provided for in Section 2 hereof, the Company shall promptly, but not later than four Business Days after the receipt of such proceeds, file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of the Option Securities and its receipt of the proceeds therefrom.
(m) For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation occurs or the Shares and the Warrants cease to be publicly traded, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company’s Quarterly Report on Form 10-Q and the mailing, if any, of quarterly financial information to shareholders.
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(n) For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation occurs, the Company shall, to the extent such information or documents are not otherwise publicly available, upon written request from the Representative, furnish to the Representative copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of securities, and, to the extent such information or documents are not otherwise publicly available, upon written request from the Representative, promptly furnish to the Representative: (i) a copy of such registration statements, financial statements and periodic and special reports as the Company shall be required to file with the Commission and from time to time furnishes generally to holders of any such class of its securities; and (ii) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably request, all subject to the execution of a satisfactory confidentiality agreement. Any registration statements, financial statements, periodic and special reports or other additional documents referred to in the preceding sentence filed on the Commission’s EDGAR website will be considered furnished for the purposes of this section.
(o) For a period commencing on the Effective Date and ending at least five (5) years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation occurs or the Shares and the Warrants cease to be publicly traded, the Company shall retain a transfer and warrant agent.
(p) In no event will the amounts payable by the Company to the Sponsor for office space, utilities and secretarial and administrative support exceed $20,000 per month in the aggregate from the date hereof until the earlier of the date of the consummation of the Business Combination or the Liquidation.
(q) The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless the Company, or a committee of its independent directors, obtains an opinion from an independent investment banking firm which is a member of FINRA, or from an independent entity that commonly renders valuation opinions, that such Business Combination is fair to the Company from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, directors or any of their respective affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account; (ii) may be repaid loans as described in the Registration Statement, the General Disclosure Package and the Prospectus; and (iii) may be paid $20,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement between the Company and the Sponsor.
(r) The Company will apply the net proceeds from the Offering and the sale of the Private Placement Units received by it in a manner consistent in all material respects with the applications described under the caption “Use of Proceeds” in the General Disclosure Package and the Prospectus.
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(s) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and its counsel a notification prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing such services prior to entering into the agreement or transaction; and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Business Combination for purposes of offering redemption of shares held by its shareholders or for soliciting shareholder approval, as applicable.
(t) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 10% or greater shareholders of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Securities.
(u) The Company shall cause the proceeds of the Offering and the sale of the Private Placement Units to be held in the Trust Account to be invested only in United States government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth in the Trust Agreement and disclosed in the General Disclosure Package and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to registration under the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it will not be required to register as an investment company under the Investment Company Act.
(v) During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the trustee under the Trust Agreement to release: (i) interest from the Trust Account in the amounts necessary to pay taxes and (ii) the per-share amount in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall be net of taxes payable)) to Public Shareholders who properly redeem their Public Shares in connection with a vote to approve an amendment to the Amended and Restated Memorandum to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not consummate an initial Business Combination within the time period prescribed in the Amended and Restated Memorandum. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall be net of taxes payable)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the Offering held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution.
(w) The Company agrees to not amend, modify or otherwise change the Warrant Agreement, the Trust Agreement, the Private Placement Agreements, the Registration Rights Agreement and the Insider Letter without the prior written consent of the Representative which will not be unreasonably withheld. Furthermore, the Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.
(x) The Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable upon exercise of any of the Warrants and Private Placement Units outstanding from time to time and the conversion of the Founder Shares.
(y) Prior to the earlier of the consummation of a Business Combination and the Liquidation, the Company shall not issue (other than in replacement for lost, stolen or mutilated certificates) any Shares, Warrants or any options or other securities convertible into Shares, or any preferred shares, in each case, that participate in any manner in the Trust Account or that vote as a class with the Shares on a Business Combination.
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(z) The Company shall cause its audit committee to review on a quarterly basis all payments made to the Sponsor, any of the Company’s officers or directors, or to the Company’s or any of such other persons’ respective affiliates.
(aa) The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.
(bb) To the extent required by Rule 13a-15(e) under the Exchange Act, the Company will maintain “disclosure controls and procedures” (as defined under Rule 13a-15(e) under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(cc) The Company will use commercially reasonable efforts to effect and, for a period commencing on the Effective Date and ending at least five (5) years from the date of the consummation of the initial Business Combination or until such earlier time at which the Liquidation occurs or the Shares and Warrants cease to be publicly traded, maintain the listing of the Units, the Shares and the Warrants on The Nasdaq Global Market (or another national securities exchange).
(dd) As soon as legally required to do so, the Company and its directors and officers, in their capacities as such, shall take all actions necessary to comply with any applicable provisions of the Sarbanes-Oxley Act, including Section 402 related to loans and Sections 302 and 906 related to certifications, and to comply with The Nasdaq Marketplace Rules.
(ee) The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Memorandum.
(ff) The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses, lenders or other entities with which it does business enter into agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer.
(gg) The Company may consummate the initial Business Combination and conduct redemptions of Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. Alternatively, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor and the Company’s officers and directors have agreed to vote all of their Founder Shares and any other Shares purchased during or after the Offering in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder holding Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding Shares voted by the shareholders at a duly held shareholder meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem Public Shares, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption. Only Public Shareholders holding Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Amended and Restated Memorandum, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of ordinary shares of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period prescribed in the Amended and Restated Memorandum, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject, in the case of clauses (ii) and (iii), to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Shares included in the Securities shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to its Amended and Restated Memorandum that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within the time period prescribed in the Amended and Restated Memorandum unless the Company offers the right to redeem the Public Shares in connection with such amendment, as described in the Registration Statement, General Disclosure Package and the Prospectus.
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(hh) In the event that the Company desires or is required by an applicable law or regulation to cause an announcement (“Business Combination Announcement”) to be placed in The Wall Street Journal, The New York Times or any other news or media publication or outlet or to be made via a public filing with the Commission announcing the consummation of the Business Combination that indicates that the Underwriters were the underwriters in the Offering, the Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon, subject to the agreement of the Underwriters to keep confidential such draft announcement in accordance with the Representative’s standard policies regarding confidential information.
(ii) The Company will endeavor in good faith, in cooperation with the Representative, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably designate and will maintain such qualifications in effect so long as required for the distribution of the Securities, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. Until the earliest of (i) the date on which all Underwriters shall have ceased to engage in market-making activities in respect of the Securities, (ii) the date on which the Securities are listed on The Nasdaq Global Market (or any successor thereto), (iii) a going private transaction after the completion of a Business Combination, and (iv) the date of the liquidation of the Company, in each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may be required to qualify the Securities for offering and sale under the securities laws of such jurisdiction.
(jj) If at any time following the distribution of any Written Testing-the-Waters Communication, there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include any untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein in light of the circumstances under which they were made at such time, not misleading, the Company will promptly (i) notify the Representative so that use of the Written Testing-the-Waters Communication may cease until it is amended or supplemented; (ii) amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; and (iii) supply any amendment or supplement to the Representative in such quantities as may be reasonably requested.
(kk) The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Securities within the meaning of the Act and (ii) completion of the 180-day restricted period referred to in Section 5(h) hereof.
(ll) If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in any Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two Business Days before the effective date of the release or waiver.
(mm) Upon the earlier to occur of the expiration or termination of the Underwriters’ over-allotment option, the Company shall cancel or otherwise effect the forfeiture of Founder Shares from the Sponsor, in an aggregate amount equal to the number of Founder Shares determined by multiplying (a) 750,000 by (b) a fraction, (i) the numerator of which is 3,000,000 minus the number of Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full, the Company shall not cancel or otherwise effect the forfeiture of the Founder Shares pursuant to this subsection.
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(nn) If any Underwriter determines, in its sole judgment, that it may be an underwriter of any securities issued pursuant to any registration statement or tender offer document filed with the Commission in connection with the consummation of the Business Combination by the Company, a Target Business or any direct or indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant,” and any such securities, the “Business Combination Securities”), the Company shall use its reasonable best efforts to provide or cause to be provided to such Underwriter all information and access to all persons, properties and documents reasonably necessary for the Underwriters to complete a due diligence investigation sufficient (in the view of the Underwriters in their sole discretion) to provide the Underwriters with a “reasonable due diligence” defense in respect of any claims that could be brought against an underwriter of the applicable Business Combination Securities under federal and state securities laws, rules and regulations, including, without limitation, Section 11 of the Act (a “Due Diligence Defense”). As used herein, the term “reasonable due diligence” means a reasonable investigation that provides the investigating person a reasonable ground to believe that at the time of the applicable offer, issuance or distribution of any Business Combination Securities, no registration statement, preliminary or final prospectus, proxy statement, tender offer document or offering memorandum, including, without limitation, any document incorporated by reference into any of the foregoing, or any amendment or supplement to any of the foregoing, or any other marketing document used by any Registrant (as defined below), filed with or furnished by the Company to the Commission in connection with the Business Combination but excluding any filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act (each, a “Business Combination Securities Disclosure Document”), in each case relating to such offer, issuance or distribution, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. The Company agrees that it will use its reasonable best efforts to provide to the Representative notice of each filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act and each other form of public communication about the Business Combination made by the Company (or, if such filing or other public communication is to be made by a Registrant other than the Company, any filing or other public communication which is required to be approved by the Company) reasonably in advance of such filing or public communication. The Company further covenants that it will use its best efforts to confirm that any projections provided to the Representative by any Registrant or prepared by any Registrant or any Registrant Representative (as defined below) of any Registrant and contained in any Business Combination Securities Disclosure Document will be based upon assumptions which, in light of the circumstances under which they were made, were reasonable at the time they were prepared.
(oo) If any Underwriter determines, in its sole judgment, that it may be deemed an underwriter of any Business Combination Securities, then, if requested in writing by the Representative, the following shall apply:
(pp) The Company agrees to notify the Representative with respect to, and to permit the Representative, to participate in any due diligence sessions with any Registrant or any Registrant Representative.
(qq) The Company shall use its commercially reasonable efforts to provide drafts of all Business Combination Securities Disclosure Documents to the Representative and its legal counsel reasonably in advance of the filing by the Company of such Business Combination Securities Disclosure Document with the Commission or the circulation by any Registrant of any Business Combination Securities Disclosure Document to any prospective investor (or, if such filing or circulation is to be made by a Registrant other than the Company, any filing or circulation which is required to be approved by the Company), sufficient to allow the Representative and the Underwriters’ legal counsel an opportunity to comment on such Business Combination Securities Disclosure Document before its filing or circulation. The Company shall not permit the filing with or furnishing by the Company to the Commission of any Business Combination Securities Disclosure Document which names any of the Underwriters, their employees or their affiliates, or the issuance by the Company of any press release or the publication by the Company of any other communication in any form if (i) such communication relates to the Business Combination, and (ii) names any of the Underwriters, their employees or their affiliates, without the prior written consent of the Representative, which consent shall not unreasonably be withheld, delayed or conditioned.
(rr) Notwithstanding any provision to the contrary herein, the Company agrees (i) that the Underwriters shall have the right, in connection with their reasonable due diligence under Section 5, to retain counsel and other consultants and experts as they may deem necessary or desirable (it being understood that the retention of any such consultant or expert or other advisor, other than outside legal counsel, will be made with the prior written approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed); (ii) to use its reasonable best efforts to ensure that each counsel to the Company and to any other Registrant provides customary negative assurance letters to the Underwriters as of (x) the date of effectiveness of the Business Combination Securities Disclosure Document, and (y) the date of the shareholder vote to approve the Business Combination, each in form and substance reasonably satisfactory to the Representative, and (iii) to use its reasonable best efforts to ensure that each accounting firm or firms that were retained by the Company or by any other Registrant and that have audited any financial statements set forth in any Business Combination Securities Disclosure Document provide customary “comfort letters” to the Underwriters pursuant to AU 634 of the Public Company Accounting Oversight Board as of (A) the date of effectiveness of the Business Combination Securities Disclosure Document, and (B) the date of the shareholder vote to approve the Business Combination; and (iv) to take and shall use its reasonable best efforts to take any other actions reasonably requested by the Representative.
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(ss) Prior to the consummation of the Business Combination, the Company shall use its reasonable best efforts to include in the definitive agreement for the Business Combination a covenant for the assignment and assumption, by the public entity resulting from the initial Business Combination, of all of the Company’s obligations hereunder that survive the Business Combination Closing and (ii) that the Underwriters may rely on the representations and warranties contained therein as if they were a party thereto. The Company shall use its reasonable best efforts to ensure that each Target Business or other Registrant agrees to deliver to the Underwriters a certificate of an officer of such Target Business stating that to such officer’s knowledge, the representations and warranties made by the Target Business in the definitive agreement for the Business Combination are true and correct as of the date of such certificate, subject to (i) a customary materiality standard, (ii) any applicable carve-out with reference to disclosure included in the Business Combination Securities Disclosure Document and (iii) required adjustments for such representations and warranties that speak as of a specific date. In addition, in connection with the Business Combination, the Company will, and will use its reasonable best efforts to cause each Registrant to comply in all material respects with the obligations and covenants of the Company which relate to the period following the Business Combination Closing set forth in Sections 3 and 5 of this Agreement.
(tt) Nothing herein shall be deemed to require the Underwriters to limit their rights to compensation or to reimbursement of expenses without their express agreement or otherwise to assume any liability other than as may be expressly required under the Act.
(uu) The Company acknowledges and agrees that nothing in this Section 5 shall be interpreted to obligate the Underwriters to take any action, or to refrain from taking any action, in connection with the Business Combination and any such actions will be undertaken by each Underwriter, in respect of itself, in its sole discretion.
- Conditions to the Obligations of the Underwriters.
The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any Additional Closing Date pursuant to Section 3 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) The Company shall have requested and caused Lowenstein Sandler LLP, and Walkers (Cayman) LLP, each counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.
(c) The Representative shall have received from White & Case LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Registration Statement, the General Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
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(d) The Company shall have furnished to the Representative a certificate of the Company, signed by the Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and this Agreement and that:
(i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii) since the date of the most recent financial statements included in the General Disclosure Package and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Prospectus (exclusive of any supplement thereto).
(e) The Company shall have requested and caused Withum to have furnished to the Representative, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative, confirming that it is a registered public accounting firm that is independent with respect to the Company within the meaning of the Act and the Exchange Act and the applicable rules and regulations adopted by the Commission thereunder and that it has performed an audit of the financial statements of the Company for the period from June 12, 2025 (inception) through June 18, 2025, provided that the cutoff date shall not be more than two Business Days prior to such Execution Time or Closing Date, as applicable, and stating in effect that:
(i) in their opinion the audited financial statements and financial statement schedules included in the Registration Statement, the General Disclosure Package and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission; and
(ii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement, the General Disclosure Package and the Prospectus, including the information set forth under the captions “Dilution” and “Capitalization” in the General Disclosure Package and the Prospectus, agrees with the accounting records of the Company, excluding any questions of legal interpretation.
References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.
(f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the General Disclosure Package and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change in, or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the General Disclosure Package and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the General Disclosure Package and the Prospectus (exclusive of any supplement thereto).
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(g) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) The Securities shall be duly listed subject to notice of issuance on The Nasdaq Global Market, satisfactory evidence of which shall have been provided to the Representative.
(j) On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Private Placement Agreements, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement.
(k) At least one (1) Business Day prior to the Effective Date, the Sponsor shall have caused the applicable purchase price for the Private Placement Units to be deposited into the Trust Account.
(l) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 5(g) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened.
If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall be delivered at the office of White & Case LLP, counsel for the Underwriters, at 1221 Avenue of the Americas, New York, New York 10020, Attention: Joel L. Rubinstein and Daniel E. Nussen, unless otherwise indicated herein, on the Closing Date.
- Reimbursement of Underwriters’ Expenses.
If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof (other than clauses (ii) or (iii) thereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the Representative on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.
- Indemnification and Contribution.
(a) The Company agrees to indemnify, defend and hold harmless each Underwriter and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or controlling person may incur under the Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), the Preliminary Prospectus, any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or any Business Combination Securities Disclosure Document (or any amendment or supplement to the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representative to the Company specifically for inclusion therein. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liability which the Company may otherwise have.
If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to this Section 8(a), such Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its consent.
(b) Each Underwriter agrees, severally and not jointly, to indemnify, defend and hold harmless the Company, the Company’s directors, the Company’s officers that signed the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representative specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The Company acknowledges that the following statements set forth under the heading “Underwriting,” (x) the list of Underwriters and their respective roles and participation in the sale of the Securities, (y) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, covering transactions and bids, in the Preliminary Prospectus, the General Disclosure Package and the Prospectus (to the extent such statements relate to the Underwriters), constitute the only information furnished by or on behalf of any Underwriter through the Representative to the Company for purposes of this Section 8.
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If any action is brought against the Company or any such person in respect of which indemnity may be sought against any Underwriter pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Representative in writing of the institution of such action and the Representative, on behalf of the Underwriters, shall assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representative in connection with the defense of such action or the Representative shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representative shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that the Underwriters shall not be liable for the expenses of more than one separate firm of attorneys in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of any such claim or action effected without the written consent of the Representative.
(c) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) and (b) of this Section 8 in respect of any losses, expenses, liabilities, damages or claims referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, damages or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Underwriters from the offering of the Securities or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and of the Underwriters in connection with the statements or omissions which resulted in such losses, expenses, liabilities, damages or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Underwriters shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and commissions received by the Underwriters. The relative fault of the Company and of the Underwriters shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any claim or action.
(d) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in Section 8(c)(i) and, if applicable, Section 8(c)(ii). Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 8 are several in proportion to their respective underwriting commitments and not joint.
(e) In any proceeding relating to the Registration Statement, the Preliminary Prospectus, the General Disclosure Package, any Written Testing-the-Waters Communication, the Prospectus, or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the exclusive jurisdiction of (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan and (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), agrees that process issuing from such courts may be served upon it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional defendant in any such proceeding in which such other contributing party is a party. In addition, the Company appoints Scott Troeller as agent for service of process.
(f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 8 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter, its directors or officers or any person controlling any Underwriter, the Company, its directors or officers or any persons controlling the Company, (ii) acceptance of any Securities and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any Underwriter, its directors or officers or any person controlling any Underwriter, or to the Company, its directors or officers, or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8.
- Default by an Underwriter.
If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Underwritten Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Underwritten Securities the remaining Underwriters do not arrange for the purchase of such Underwritten Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to the Representative to purchase said Underwritten Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Underwritten Securities to which a default relates as provided in this Section 9, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representative shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
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Termination. This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s Units, Shares or Warrants shall have been suspended by the Commission, or trading in securities generally on the New York Stock Exchange or The Nasdaq Global Market shall have been suspended or limited or minimum prices shall have been established on such exchange or trading market, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions the effect of which on financial markets is such as to make it, in the sole judgment of the Representative, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the General Disclosure Package or the Prospectus (exclusive of any supplement thereto) or (iv) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising in the ordinary course of business.
Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.
Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 12, the following terms shall have the following meaning: (2) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (x) “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (y) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (z) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or e-mailed to: B. Riley Securities, Inc., 1300 17^th^ Street North, Suite 1300, Arlington, VA 22209, Attention: Syndicate Department, with a copy to the Representative’s counsel at White & Case LLP, 1221 Avenue of the Americas, New York, NY 10020, Attention: Joel L. Rubinstein and Daniel E. Nussen, or, if sent to the Company, will be mailed, delivered or e-mailed to OTG Acquisition Corp. I, 12003 Cielo Court, Palm Beach Gardens, FL 33418, Attention: Scott Troeller, with a copy to the Company’s counsel at Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10022, Attention: Daniel L. Forman.
26 Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the affiliates, officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. No party to this Agreement may assign, in whole or in part, this Agreement or any of its rights or obligations hereunder without the prior written consent of the other parties hereto.
No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York, without regards to the conflicts of laws principles that would apply to the laws of another jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in the Specified Courts, and the Company and each Underwriter irrevocably submit to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. The Company and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.
WAIVER OF JURY TRIAL. THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. This Agreement may be executed by facsimile, PDF or other electronic means, which signatures will be accepted as if they were original execution signatures.
Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.
“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Applicable Time” shall mean 5:00 p.m. (New York time) on the date of this Agreement.
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“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.
“Commission” shall mean the U.S. Securities and Exchange Commission.
“Effective Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
“FINRA Questionnaires” shall mean the written questionnaires sent on behalf of the Representative to the officers, directors, and holders of 5% or more of any class of the Company’s ordinary shares prior to the Closing Date.
“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.
“General Disclosure Package” shall mean (i) the Preliminary Prospectus dated September 5, 2025, relating to the Securities and (ii) the Time of Delivery Information, if any, set forth on Schedule II hereto.
“Liquidation” shall mean the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Shares held by the Public Shareholders pursuant to the terms of the Amended and Restated Memorandum if the Company fails to consummate a Business Combination.
“Preliminary Prospectus” shall mean any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information.
“Prospectus” shall mean the prospectus relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time.
“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus and prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430A, as amended at the Execution Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be.
“Rule 158”, “Rule 172”, “Rule 405”, “Rule 419”, “Rule 424”, “Rule 430A”, “Rule 433” and “Rule 462” refer to such rules under the Act.
“Rule 430A Information” shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A.
“Rule 462(b) Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the Offering covered by the registration statement referred to in Section 1(a) hereof.
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- CONSTRUCTION.
Unless the context otherwise requires:
(a) the words “hereof,” “hereto,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
(b) words defined in the singular shall have a comparable meaning when used in the plural, and vice versa;
(c) wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;
(d) references herein to any law shall be deemed to refer to such law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder;
(e) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day;
(f) with regard to each and every term and condition of this Agreement and all other agreements and instruments subject to the terms hereof, the parties understand and agree that such documents have been mutually negotiated, prepared and drafted, and if at any time the parties desire or are required to interpret or construe any such term or condition, no consideration will be given to the issue of which party actually prepared, drafted or requested any such term or condition; and
(g) a reference to “knowledge” of the Company or of which the Company is “aware” means to the actual knowledge of any of the directors or officers of the Company, each after due and reasonable inquiry.
[Remainder of page intentionally left blank.]
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms.
| Very truly yours, | |
|---|---|
| OTG ACQUISITION CORP. I | |
| By: | /s/ Scott Troeller |
| Name: | Scott Troeller |
| Title: | Chief Executive Officer |
The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above written.
B. RILEY SECURITIES, INC.
| By: | /s/ Jimmy Baker |
|---|---|
| Name: | Jimmy Baker |
| Title: | Co-CEO |
[Signature page to Underwriting Agreement]
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Schedule I
| Underwriters | Number of Underwritten Securities <br> to be Purchased | |
|---|---|---|
| B. Riley Securities, Inc. | 10,000,000 | |
| Northland Capital Markets | 8,000,000 | |
| Lake Street Capital Markets, LLC | 2,000,000 | |
| Total | 20,000,000 |
| 31 |
| --- |
Schedule II
TIME OF DELIVERY INFORMATION
OTG Acquisition Corp. I. priced 20,000,000 units at $10.00 per unit plus an additional 3,000,000 units if the underwriters exercise their over-allotment option in full.
The underwriting discounts and commissions shall be $0.20 per Unit.
The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
The units will be issued pursuant to an effective registration statement that has been previously filed with the U.S. Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction.
Copies of the prospectus related to this offering may be obtained from B. Riley Securities, Inc., 1300 17^th^ Street North, Suite 1300, Arlington, VA 22209, Attention: Syndicate Department.
| 32 |
| --- |
Schedule III
SCHEDULE OF WRITTEN TESTING-THE-WATERS COMMUNICATIONS
| 1. | Investor presentation dated September 2025. |
|---|
| 33 |
| --- |
Exhibit A
Form of Press Release
OTG Acquisition Corp. I
[Date]
OTG Acquisition Corp. I (the “Company”) announced today that B. Riley Securities, the sole book-running manager and underwriter in the Company’s recent public sale of Units, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s [Class A ordinary shares] [Warrants] [Units] held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the securities may be sold on or after such date.
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.
| 34 |
| --- |
Exhibit 1.2
B. Riley Securities, Inc.1300 17th Street NorthSuite 1300Arlington, Virginia 22209
September 11, 2025
OTG Acquisition Corp. I
12003 Cielo Court
Palm Beach Gardens, FL 33418
Attention: Scott Troeller
Ladies and Gentlemen:
This is to confirm our agreement whereby OTG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), has requested B. Riley Securities, Inc. (the “Advisor”) to assist it in connection with the Company effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-289828) filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering (the “IPO”).
1. Services and Fees.
(a) The Advisor will, from time to time, upon the Company’s request and in consultation with the Company:
(i) Assist the Company in arranging meetings with its shareholders to discuss one or more potential Business Combinations, including discussions of the applicable potential Target’s attributes;
(ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Provide financial advisory services to assist the Company in the Company’s efforts to obtain any shareholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and
(iv) Assist the Company with any press releases and/or filings related to the Business Combination or related Target (the activities described in the foregoing clauses (i)-(iv), the “Services”).
Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business Combination.
(b) As compensation for the Services, the Company will pay the Advisor a cash fee equal to, in the aggregate, 2% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriter’s over-allotment option described therein (the “Fee”). The Fee is due and payable by wire transfer at the closing of the initial Business Combination (“Closing”). The Fee shall be exclusive of any other fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target. For the avoidance of doubt, no Fee will be due or payable if the Company does not complete an initial Business Combination.
2. Expenses.
At the Closing, the Company shall reimburse the Advisor for all reasonable costs and expenses incurred by the Advisor, but only the Advisor (including reasonable fees and disbursements of counsel), in connection with the performance of the Services hereunder.
3. Company Cooperation; Information.
(a) Company will provide full cooperation to the Advisor as may be necessary for the efficient performance by the Advisor of its obligations hereunder, including, but not limited to, providing the Advisor and its counsel, on a timely basis, all documents and information regarding the Company and Target that the Advisor may reasonably request or that are otherwise relevant to the Advisor’s performance of its obligations hereunder (collectively, the “Information”); making the Company’s management, auditors, suppliers, customers, consultants and advisors available to the Advisor; and, using commercially reasonable efforts to provide the Advisor with reasonable access to the management, auditors, suppliers, customers, consultants and advisors of Target. The Company will promptly notify the Advisor of any change in facts or circumstances or new developments affecting the Company or Target or that might reasonably be considered material to the Advisor’s engagement hereunder.
(b) Company agrees (i) that the Advisor shall have the right, in connection with its reasonable due diligence, to retain counsel and other consultants and experts as it may deem necessary or desirable in connection with its reasonable due diligence (it being understood that the retention of any such consultant or expert or other advisor, other than outside legal counsel, will be made with the prior written approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed); (ii) to use its reasonable best efforts to ensure that, if requested by the Advisor, each counsel to the Company and to any other registrant provides customary legal opinions and negative assurance letters to the Advisor dated as of (x) the date of effectiveness of the business combination securities disclosure document, and (y) the date of the shareholder vote to approve the Business Combination, in form and substance reasonably satisfactory to the Advisor, (iii) to use its reasonable best efforts to ensure that, if requested by the Advisor, each accounting firm or firms that were retained by the Company, the Target or by any other registrant and that have audited any financial statements set forth in any business combination securities disclosure document provide customary “comfort letters” to the Advisor dated as of (x) the date of effectiveness of the business combination securities disclosure document, and (y) the date of the shareholder vote to approve the Business Combination; and (iv) to take and shall use its reasonable best efforts to take any other actions reasonably requested by the Advisor.
(c) The Advisor shall not share with third parties any Information, presentations and/or materials about the Company, its shareholders and/or affiliates, the initial Business Combination and any Targets, to the extent that any such information is not already provided to the public in the Registration Statement unless the Advisor obtain the Company’s prior written approval (which may be provided via email).
4. Representations; Warranties and Covenants.
(a) The Company represents, warrants and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the Business Combination. The Company acknowledges and agrees that the Advisor will use and rely on the accuracy and completeness of the Information supplied to the Advisor without having the obligation to independently verify the same.
(b) The Advisor represents, warrants and covenants to the Company that it (i) is not prohibited from entering into this Agreement by any other contract, agreement, law or order; (ii) will use personnel of required skill, experience and qualifications to perform the Services; and (iii) will provide written updates as to the performance of the Services as requested by the Company.
5. Indemnity.
The Company shall indemnify the Advisor and its affiliates and directors, officers, employees, shareholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.
Notwithstanding the foregoing and Annex I, the Advisor agrees, if there is no Closing, (i) it does not have any right, title, interest or claim of any kind in or to any monies in the Company’s trust account (“Trust Account”) established in connection with the IPO with respect to the Fee (each, a “Claim”); (ii) to waive any Claim it may have in the future as a result of, or arising out of, any Services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with respect to the Fee.
6. Use of Name and Reports.
Without the Advisor’s prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee or agent thereof) shall quote or refer to (i) the Advisor’s name or (ii) any advice rendered by the Advisor to the Company or any communication from the Advisor in connection with performance of the Services, except as required by applicable federal or state law, regulation or securities exchange rule.
7. Status as Independent Contractor.
The Advisor shall perform the Services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood and agreed to by the parties that the Advisor shall not have authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing. In rendering such services, the Advisor will be acting solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a fiduciary relationship between the parties and neither the Advisor nor any of the Advisor’s officers, directors or personnel will owe any fiduciary duty to the Company or any other person in connection with any of the matters contemplated by this Agreement.
8. Potential Conflicts.
The Company acknowledges that the Advisor is a full-service securities firm engaged in securities trading and brokerage activities and providing a wide range of investment banking and advisory services from which conflicting interests may arise. In the ordinary course of business, the Advisor and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities that may be involved in the transactions contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict the Advisor or any of its affiliates in conducting such business. The Advisor and its affiliates may have interests that differ from the Company’s interests. The Advisor and its affiliates have no duty to disclose to the Company, or use for the Company’s benefit, any information acquired in the course of providing services to any other party, engaging in any transaction or carrying on any other businesses.
9. Entire Agreement.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect thereto. This Agreement may not be modified or terminated orally or in any manner other than by an agreement in writing signed by the parties hereto except that the Advisor may terminate its obligation to provide services at any time with five business days’ notice to the Company and upon receipt of such notice, the Company’s obligation to pay the Fee and expenses incurred after termination set forth in Sections 1 and 2, respectively, of this Agreement shall terminate. All other sections of this Agreement shall remain in full force and effect.
10. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or delivered by email and confirmed to the parties hereto as follows:
If to the Advisor:
B. Riley Securities, Inc.
17^th^ Street North, Suite 1300
Arlington, VA 22209
Attention: Syndicate Department
If to the Company:
OTG Acquisition Corp. I
12003 Cielo Court
Palm Beach Gardens, FL 33418
Attention: Scott Troeller
Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the commercial banks in the City of New York are open for business.
11. Successors and Assigns.
This Agreement may not be assigned by either party without the written consent of the other party hereto. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and, except where prohibited, to their successors and assigns.
12. Non-Exclusivity.
Nothing herein shall be deemed to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services or the payment by the Company of fees to such parties. The Company’s engagement of any other consultant(s) shall not affect the Advisor’s right to receive the Fee and reimbursement of expenses pursuant to this Agreement.
13. Applicable Law; Venue.
This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws thereof.
Each party irrevocably submits to the exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon either party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon such party in any action, proceeding or claim. Each party waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each party agrees that the other party shall be entitled to recover all of its reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTYHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
14. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.
[Signature Page Follows]
If the foregoing correctly sets forth the understanding between the Advisor and the Company with respect to the foregoing, please so indicate your agreement by signing in the place provided below, at which time this letter shall become a binding contract.
| B. RILEY SECURITIES, INC. | |||
|---|---|---|---|
| By: | /s/ Jimmy Baker | ||
| Name: | Jimmy Baker | ||
| Title: | Co-CEO | ||
| AGREED AND ACCEPTED BY: | |||
| OTG ACQUISITION CORP. I | |||
| By: | /s/ Scott Troeller | ||
| Name: | Scott Troeller | ||
| Title: | Chief Executive Officer |
[Signature Page to BusinessCombination Marketing Agreement]
ANNEX I
Indemnification
In connection with the Company’s engagement of B. Riley Securities, Inc. (the “Advisor”) pursuant to that certain letter agreement (“Agreement”) of which this Annex forms a part, OTG Acquisition Corp. I (the “Company”) hereby agrees to indemnify and hold harmless the Advisor and its affiliates and their respective directors, officers, shareholders, agents, controlling persons (within the meaning of the federal securities laws) and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred (collectively a “Claim”), that (A) are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of the Advisor, or (B) otherwise relate to or arise out of the Advisor’s activities on the Company’s behalf under the Advisor’s engagement, and the Company shall reimburse any Indemnified Person for all fees, costs, expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any portion of any such Claim that is finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith, gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability (including without limitation, liability for any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements) to the Company or any person claiming through the Company for or in connection with the Company’s engagement of the Advisor except where such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith, gross negligence or willful misconduct of such Indemnified Person.
The Company further agrees that it will not, without the prior written consent of the Advisor, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.
Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel.
In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.
The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not the Advisor is an Indemnified Person), the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor on the other, in connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the Advisor’s contribution to such Claim exceed the amount of Fees actually received by the Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor on the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its shareholders as the case may be, pursuant to the transaction (whether or not consummated) for which the Advisor is engaged to render services bears to (b) the Fee paid or proposed to be paid to the Advisor in connection with such engagement.
The Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.
Exhibit 1.3
Northland Capital Markets150 South Fifth StreetSuite 3300Minneapolis, Minnesota 55402
September 11, 2025
OTG Acquisition Corp. I
12003 Cielo Court
Palm Beach Gardens, FL 33418
Attention: Scott Troeller
Ladies and Gentlemen:
This is to confirm our agreement whereby OTG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), has requested Northland Capital Markets (the “Advisor”) to assist it in connection with the Company effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-289828) filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering (the “IPO”).
1. Services and Fees.
(a) The Advisor will, from time to time, upon the Company’s request and in consultation with the Company:
(i) Assist the Company in arranging meetings with its shareholders to discuss one or more potential Business Combinations, including discussions of the applicable potential Target’s attributes;
(ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Provide financial advisory services to assist the Company in the Company’s efforts to obtain any shareholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and
(iv) Assist the Company with any press releases and/or filings related to the Business Combination or related Target (the activities described in the foregoing clauses (i)-(iv), the “Services”).
Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business Combination.
(b) As compensation for the Services, the Company will pay the Advisor a cash fee equal to, in the aggregate, 1.6% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriter’s over-allotment option described therein (the “Fee”). The Fee is due and payable by wire transfer at the closing of the initial Business Combination (“Closing”). The Fee shall be exclusive of any other fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target. For the avoidance of doubt, no Fee will be due or payable if the Company does not complete an initial Business Combination.
2. Expenses.
At the Closing, the Company shall reimburse the Advisor for all reasonable costs and expenses incurred by the Advisor, but only the Advisor (including reasonable fees and disbursements of counsel), in connection with the performance of the Services hereunder.
3. Company Cooperation; Information.
(a) Company will provide full cooperation to the Advisor as may be necessary for the efficient performance by the Advisor of its obligations hereunder, including, but not limited to, providing the Advisor and its counsel, on a timely basis, all documents and information regarding the Company and Target that the Advisor may reasonably request or that are otherwise relevant to the Advisor’s performance of its obligations hereunder (collectively, the “Information”); making the Company’s management, auditors, suppliers, customers, consultants and advisors available to the Advisor; and, using commercially reasonable efforts to provide the Advisor with reasonable access to the management, auditors, suppliers, customers, consultants and advisors of Target. The Company will promptly notify the Advisor of any change in facts or circumstances or new developments affecting the Company or Target or that might reasonably be considered material to the Advisor’s engagement hereunder.
(b) Company agrees (i) that the Advisor shall have the right, in connection with its reasonable due diligence, to retain counsel and other consultants and experts as it may deem necessary or desirable in connection with its reasonable due diligence (it being understood that the retention of any such consultant or expert or other advisor, other than outside legal counsel, will be made with the prior written approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed); (ii) to use its reasonable best efforts to ensure that, if requested by the Advisor, each counsel to the Company and to any other registrant provides customary legal opinions and negative assurance letters to the Advisor dated as of (x) the date of effectiveness of the business combination securities disclosure document, and (y) the date of the shareholder vote to approve the Business Combination, in form and substance reasonably satisfactory to the Advisor, (iii) to use its reasonable best efforts to ensure that, if requested by the Advisor, each accounting firm or firms that were retained by the Company, the Target or by any other registrant and that have audited any financial statements set forth in any business combination securities disclosure document provide customary “comfort letters” to the Advisor dated as of (x) the date of effectiveness of the business combination securities disclosure document, and (y) the date of the shareholder vote to approve the Business Combination; and (iv) to take and shall use its reasonable best efforts to take any other actions reasonably requested by the Advisor.
(c) The Advisor shall not share with third parties any Information, presentations and/or materials about the Company, its shareholders and/or affiliates, the initial Business Combination and any Targets, to the extent that any such information is not already provided to the public in the Registration Statement unless the Advisor obtain the Company’s prior written approval (which may be provided via email).
4. Representations; Warranties and Covenants.
(a) The Company represents, warrants and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the Business Combination. The Company acknowledges and agrees that the Advisor will use and rely on the accuracy and completeness of the Information supplied to the Advisor without having the obligation to independently verify the same.
(b) The Advisor represents, warrants and covenants to the Company that it (i) is not prohibited from entering into this Agreement by any other contract, agreement, law or order; (ii) will use personnel of required skill, experience and qualifications to perform the Services; and (iii) will provide written updates as to the performance of the Services as requested by the Company.
5. Indemnity.
The Company shall indemnify the Advisor and its affiliates and directors, officers, employees, shareholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.
Notwithstanding the foregoing and Annex I, the Advisor agrees, if there is no Closing, (i) it does not have any right, title, interest or claim of any kind in or to any monies in the Company’s trust account (“Trust Account”) established in connection with the IPO with respect to the Fee (each, a “Claim”); (ii) to waive any Claim it may have in the future as a result of, or arising out of, any Services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with respect to the Fee.
6. Use of Name and Reports.
Without the Advisor’s prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee or agent thereof) shall quote or refer to (i) the Advisor’s name or (ii) any advice rendered by the Advisor to the Company or any communication from the Advisor in connection with performance of the Services, except as required by applicable federal or state law, regulation or securities exchange rule.
7. Status as Independent Contractor.
The Advisor shall perform the Services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood and agreed to by the parties that the Advisor shall not have authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing. In rendering such services, the Advisor will be acting solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a fiduciary relationship between the parties and neither the Advisor nor any of the Advisor’s officers, directors or personnel will owe any fiduciary duty to the Company or any other person in connection with any of the matters contemplated by this Agreement.
8. Potential Conflicts.
The Company acknowledges that the Advisor is a full-service securities firm engaged in securities trading and brokerage activities and providing a wide range of investment banking and advisory services from which conflicting interests may arise. In the ordinary course of business, the Advisor and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities that may be involved in the transactions contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict the Advisor or any of its affiliates in conducting such business. The Advisor and its affiliates may have interests that differ from the Company’s interests. The Advisor and its affiliates have no duty to disclose to the Company, or use for the Company’s benefit, any information acquired in the course of providing services to any other party, engaging in any transaction or carrying on any other businesses.
9. Entire Agreement.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect thereto. This Agreement may not be modified or terminated orally or in any manner other than by an agreement in writing signed by the parties hereto except that the Advisor may terminate its obligation to provide services at any time with five business days’ notice to the Company and upon receipt of such notice, the Company’s obligation to pay the Fee and expenses incurred after termination set forth in Sections 1 and 2, respectively, of this Agreement shall terminate. All other sections of this Agreement shall remain in full force and effect.
10. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or delivered by email and confirmed to the parties hereto as follows:
If to the Advisor:
Northland Capital Markets
150 South Fifth Street
Minneapolis, MN 55402
Attention: David Levine
If to the Company:
OTG Acquisition Corp. I
12003 Cielo Court
Palm Beach Gardens, FL 33418
Attention: Scott Troeller
Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the commercial banks in the City of New York are open for business.
11. Successors and Assigns.
This Agreement may not be assigned by either party without the written consent of the other party hereto. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and, except where prohibited, to their successors and assigns.
12. Non-Exclusivity.
Nothing herein shall be deemed to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services or the payment by the Company of fees to such parties. The Company’s engagement of any other consultant(s) shall not affect the Advisor’s right to receive the Fee and reimbursement of expenses pursuant to this Agreement.
13. Applicable Law; Venue.
This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws thereof.
Each party irrevocably submits to the exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon either party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon such party in any action, proceeding or claim. Each party waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each party agrees that the other party shall be entitled to recover all of its reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTYHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
14. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.
[Signature Page Follows]
If the foregoing correctly sets forth the understanding between the Advisor and the Company with respect to the foregoing, please so indicate your agreement by signing in the place provided below, at which time this letter shall become a binding contract.
| NORTHLAND SECURITIES, INC. (D/B/A NORTHLAND CAPITAL MARKETS) | |||
|---|---|---|---|
| By: | /s/ David Levine | ||
| Name: | David Levine | ||
| Title: | Co-Head of Investment Banking | ||
| AGREED AND ACCEPTED BY: | |||
| OTG ACQUISITION CORP. I | |||
| By: | /s/ Scott Troeller | ||
| Name: | Scott Troeller | ||
| Title: | Chief Executive Officer |
[Signature Page to Business Combination MarketingAgreement]
ANNEX I
Indemnification
In connection with the Company’s engagement of Northland Capital Markets (the “Advisor”) pursuant to that certain letter agreement (“Agreement”) of which this Annex forms a part, OTG Acquisition Corp. I (the “Company”) hereby agrees to indemnify and hold harmless the Advisor and its affiliates and their respective directors, officers, shareholders, agents, controlling persons (within the meaning of the federal securities laws) and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred (collectively a “Claim”), that (A) are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of the Advisor, or (B) otherwise relate to or arise out of the Advisor’s activities on the Company’s behalf under the Advisor’s engagement, and the Company shall reimburse any Indemnified Person for all fees, costs, expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any portion of any such Claim that is finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith, gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability (including without limitation, liability for any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements) to the Company or any person claiming through the Company for or in connection with the Company’s engagement of the Advisor except where such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith, gross negligence or willful misconduct of such Indemnified Person.
The Company further agrees that it will not, without the prior written consent of the Advisor, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.
Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel.
In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.
The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not the Advisor is an Indemnified Person), the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor on the other, in connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the Advisor’s contribution to such Claim exceed the amount of Fees actually received by the Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor on the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its shareholders as the case may be, pursuant to the transaction (whether or not consummated) for which the Advisor is engaged to render services bears to (b) the Fee paid or proposed to be paid to the Advisor in connection with such engagement.
The Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.
Exhibit 1.4
Lake Street Capital Markets, LLC121 S 8th StreetSuite 1000Minneapolis, Minnesota 55402
September 11, 2025
OTG Acquisition Corp. I
12003 Cielo Court
Palm Beach Gardens, FL 33418
Attention: Scott Troeller
Ladies and Gentlemen:
This is to confirm our agreement whereby OTG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), has requested Lake Street Capital Markets, LLC (the “Advisor”) to assist it in connection with the Company effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-289828) filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering (the “IPO”).
1. Services and Fees.
(a) The Advisor will, from time to time, upon the Company’s request and in consultation with the Company:
(i) Assist the Company in arranging meetings with its shareholders to discuss one or more potential Business Combinations, including discussions of the applicable potential Target’s attributes;
(ii) Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
(iii) Provide financial advisory services to assist the Company in the Company’s efforts to obtain any shareholder approval for one or more Business Combinations, until such time as the Company has completed an initial Business Combination; and
(iv) Assist the Company with any press releases and/or filings related to the Business Combination or related Target (the activities described in the foregoing clauses (i)-(iv), the “Services”).
Notwithstanding anything to the contrary contained herein, the Services to be provided for hereunder will not include any solicitation of potential investors in connection with the IPO or Business Combination.
(b) As compensation for the Services, the Company will pay the Advisor a cash fee equal to, in the aggregate, 0.4% of the gross proceeds received by the Company from the sale of its equity securities pursuant to the Registration Statement during the IPO, including any proceeds from the full or partial exercise of the underwriter’s over-allotment option described therein (the “Fee”). The Fee is due and payable by wire transfer at the closing of the initial Business Combination (“Closing”). The Fee shall be exclusive of any other fees which may become payable to the Advisor pursuant to any other agreement between the Advisor and the Company or the Target. For the avoidance of doubt, no Fee will be due or payable if the Company does not complete an initial Business Combination.
2. Expenses.
At the Closing, the Company shall reimburse the Advisor for all reasonable costs and expenses incurred by the Advisor, but only the Advisor (including reasonable fees and disbursements of counsel), in connection with the performance of the Services hereunder.
3. Company Cooperation; Information.
(a) Company will provide full cooperation to the Advisor as may be necessary for the efficient performance by the Advisor of its obligations hereunder, including, but not limited to, providing the Advisor and its counsel, on a timely basis, all documents and information regarding the Company and Target that the Advisor may reasonably request or that are otherwise relevant to the Advisor’s performance of its obligations hereunder (collectively, the “Information”); making the Company’s management, auditors, suppliers, customers, consultants and advisors available to the Advisor; and, using commercially reasonable efforts to provide the Advisor with reasonable access to the management, auditors, suppliers, customers, consultants and advisors of Target. The Company will promptly notify the Advisor of any change in facts or circumstances or new developments affecting the Company or Target or that might reasonably be considered material to the Advisor’s engagement hereunder.
(b) Company agrees (i) that the Advisor shall have the right, in connection with its reasonable due diligence, to retain counsel and other consultants and experts as it may deem necessary or desirable in connection with its reasonable due diligence (it being understood that the retention of any such consultant or expert or other advisor, other than outside legal counsel, will be made with the prior written approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed); (ii) to use its reasonable best efforts to ensure that, if requested by the Advisor, each counsel to the Company and to any other registrant provides customary legal opinions and negative assurance letters to the Advisor dated as of (x) the date of effectiveness of the business combination securities disclosure document, and (y) the date of the shareholder vote to approve the Business Combination, in form and substance reasonably satisfactory to the Advisor, (iii) to use its reasonable best efforts to ensure that, if requested by the Advisor, each accounting firm or firms that were retained by the Company, the Target or by any other registrant and that have audited any financial statements set forth in any business combination securities disclosure document provide customary “comfort letters” to the Advisor dated as of (x) the date of effectiveness of the business combination securities disclosure document, and (y) the date of the shareholder vote to approve the Business Combination; and (iv) to take and shall use its reasonable best efforts to take any other actions reasonably requested by the Advisor.
(c) The Advisor shall not share with third parties any Information, presentations and/or materials about the Company, its shareholders and/or affiliates, the initial Business Combination and any Targets, to the extent that any such information is not already provided to the public in the Registration Statement unless the Advisor obtain the Company’s prior written approval (which may be provided via email).
4. Representations; Warranties and Covenants.
(a) The Company represents, warrants and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the Business Combination. The Company acknowledges and agrees that the Advisor will use and rely on the accuracy and completeness of the Information supplied to the Advisor without having the obligation to independently verify the same.
(b) The Advisor represents, warrants and covenants to the Company that it (i) is not prohibited from entering into this Agreement by any other contract, agreement, law or order; (ii) will use personnel of required skill, experience and qualifications to perform the Services; and (iii) will provide written updates as to the performance of the Services as requested by the Company.
5. Indemnity.
The Company shall indemnify the Advisor and its affiliates and directors, officers, employees, shareholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.
Notwithstanding the foregoing and Annex I, the Advisor agrees, if there is no Closing, (i) it does not have any right, title, interest or claim of any kind in or to any monies in the Company’s trust account (“Trust Account”) established in connection with the IPO with respect to the Fee (each, a “Claim”); (ii) to waive any Claim it may have in the future as a result of, or arising out of, any Services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with respect to the Fee.
6. Use of Name and Reports.
Without the Advisor’s prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee or agent thereof) shall quote or refer to (i) the Advisor’s name or (ii) any advice rendered by the Advisor to the Company or any communication from the Advisor in connection with performance of the Services, except as required by applicable federal or state law, regulation or securities exchange rule.
7. Status as Independent Contractor.
The Advisor shall perform the Services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood and agreed to by the parties that the Advisor shall not have authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing. In rendering such services, the Advisor will be acting solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a fiduciary relationship between the parties and neither the Advisor nor any of the Advisor’s officers, directors or personnel will owe any fiduciary duty to the Company or any other person in connection with any of the matters contemplated by this Agreement.
8. Potential Conflicts.
The Company acknowledges that the Advisor is a full-service securities firm engaged in securities trading and brokerage activities and providing a wide range of investment banking and advisory services from which conflicting interests may arise. In the ordinary course of business, the Advisor and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities that may be involved in the transactions contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict the Advisor or any of its affiliates in conducting such business. The Advisor and its affiliates may have interests that differ from the Company’s interests. The Advisor and its affiliates have no duty to disclose to the Company, or use for the Company’s benefit, any information acquired in the course of providing services to any other party, engaging in any transaction or carrying on any other businesses.
9. Entire Agreement.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect thereto. This Agreement may not be modified or terminated orally or in any manner other than by an agreement in writing signed by the parties hereto except that the Advisor may terminate its obligation to provide services at any time with five business days’ notice to the Company and upon receipt of such notice, the Company’s obligation to pay the Fee and expenses incurred after termination set forth in Sections 1 and 2, respectively, of this Agreement shall terminate. All other sections of this Agreement shall remain in full force and effect.
10. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or delivered by email and confirmed to the parties hereto as follows:
If to the Advisor:
Lake Street Capital Markets, LLC
121 S 8^th^ Street, Suite 1000
Minneapolis, MN 55402
Attention: Paul McNamee
If to the Company:
OTG Acquisition Corp. I
12003 Cielo Court
Palm Beach Gardens, FL 33418
Attention: Scott Troeller
Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the commercial banks in the City of New York are open for business.
11. Successors and Assigns.
This Agreement may not be assigned by either party without the written consent of the other party hereto. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and, except where prohibited, to their successors and assigns.
12. Non-Exclusivity.
Nothing herein shall be deemed to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services or the payment by the Company of fees to such parties. The Company’s engagement of any other consultant(s) shall not affect the Advisor’s right to receive the Fee and reimbursement of expenses pursuant to this Agreement.
13. Applicable Law; Venue.
This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws thereof.
Each party irrevocably submits to the exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon either party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon such party in any action, proceeding or claim. Each party waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each party agrees that the other party shall be entitled to recover all of its reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTYHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
14. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.
[Signature Page Follows]
If the foregoing correctly sets forth the understanding between the Advisor and the Company with respect to the foregoing, please so indicate your agreement by signing in the place provided below, at which time this letter shall become a binding contract.
| LAKE STREET CAPITAL MARKETS, LLC | |||
|---|---|---|---|
| By: | /s/ Mike Townley | ||
| Name: | Mike Townley | ||
| Title: | CEO | ||
| AGREED AND ACCEPTED BY: | |||
| OTG ACQUISITION CORP. I | |||
| By: | /s/ Scott Troeller | ||
| Name: | Scott Troeller | ||
| Title: | Chief Executive Officer |
[Signature Page to Business Combination MarketingAgreement]
ANNEX I
Indemnification
In connection with the Company’s engagement of Lake Street Capital Markets, LLC (the “Advisor”) pursuant to that certain letter agreement (“Agreement”) of which this Annex forms a part, OTG Acquisition Corp. I (the “Company”) hereby agrees to indemnify and hold harmless the Advisor and its affiliates and their respective directors, officers, shareholders, agents, controlling persons (within the meaning of the federal securities laws) and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred (collectively a “Claim”), that (A) are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of the Advisor, or (B) otherwise relate to or arise out of the Advisor’s activities on the Company’s behalf under the Advisor’s engagement, and the Company shall reimburse any Indemnified Person for all fees, costs, expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any portion of any such Claim that is finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith, gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability (including without limitation, liability for any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements) to the Company or any person claiming through the Company for or in connection with the Company’s engagement of the Advisor except where such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith, gross negligence or willful misconduct of such Indemnified Person.
The Company further agrees that it will not, without the prior written consent of the Advisor, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.
Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel.
In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.
The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not the Advisor is an Indemnified Person), the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor on the other, in connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the Advisor’s contribution to such Claim exceed the amount of Fees actually received by the Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor on the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its shareholders as the case may be, pursuant to the transaction (whether or not consummated) for which the Advisor is engaged to render services bears to (b) the Fee paid or proposed to be paid to the Advisor in connection with such engagement.
The Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.
Exhibit 3.1
THE COMPANIESACT (AS AMENDED)
COMPANYLIMITED BY SHARES
AMENDEDAND RESTATED Memorandum OF association
of
OTG ACQUISITIONCORP. I
(ADOPTEDBY SPECIAL RESOLUTION DATED 8 SEPTEMBER 2025)
| 1 |
| --- |
THE COMPANIESact (AS AMENDED)
COMPANYLIMITED BY SHARES
amendedand restated MEMORANDUM of ASSOCIATION
OF
otg aCQUISITIONcORP. i
(ADOPTEDBY SPECIAL RESOLUTION DATED 8 September 2025)
| 1. | The name of the company is OTG Acquisition Corp. I (the “Company”). |
|---|---|
| 2. | The registered office of the Company will be situated at the offices of Walkers Corporate Limited, 190<br>Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location as the Directors may from time to time determine. |
| --- | --- |
| 3. | The objects for which the Company is established are unrestricted and the Company shall have full power<br>and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act (as amended) of the Cayman<br>Islands (the “Companies Act”). |
| --- | --- |
| 4. | The Company shall have and be capable of exercising all the functions of a natural person of full capacity<br>irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Act. |
| --- | --- |
| 5. | The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance<br>of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent<br>the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary<br>for the carrying on of its business outside the Cayman Islands. |
| --- | --- |
| 6. | The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares<br>respectively held by them. |
| --- | --- |
| 7. | The authorised share capital of the Company is US$33,100 divided into 300,000,000 Class A ordinary shares<br>with a nominal or par value of US$0.0001 each, 30,000,000 Class B ordinary shares with a nominal or par value of US$0.0001 each, and 1,000,000<br>preference shares with a nominal or par value of US$0.0001 each provided that subject to the Companies Act and the Articles of Association<br>the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and<br>to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special<br>privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless<br>the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise<br>shall be subject to the powers on the part of the Company hereinbefore provided. |
| --- | --- |
| 8. | The Company may exercise the power contained in Section 206 of the Companies Act to deregister in the<br>Cayman Islands and be registered by way of continuation in some other jurisdiction. |
| --- | --- |
| 2 |
| --- |
THE COMPANIESact (AS AMENDED)
COMPANYLIMITED BY SHARES
amendedand restated Articles OF association
of
OTG ACQUISITIONCORP. I
(ADOPTED BY SPECIAL RESOLUTION DATED 8 September2025)
| 3 |
| --- |
TABLE OFCONTENTS
| CLAUSE | PAGE |
|---|---|
| TABLE A | 1 |
| INTERPRETATION | 1 |
| PRELIMINARY | 5 |
| SHARES | 5 |
| FOUNDER SHARES CONVERSION AND ANTI-DILUTION RIGHTS | 6 |
| MODIFICATION OF RIGHTS | 8 |
| CERTIFICATES | 8 |
| FRACTIONAL SHARES | 9 |
| LIEN | 9 |
| CALLS ON SHARES | 9 |
| FORFEITURE OF SHARES | 10 |
| TRANSFER OF SHARES | 11 |
| TRANSMISSION OF SHARES | 11 |
| ALTERATION OF SHARE CAPITAL | 12 |
| REDEMPTION, PURCHASE AND SURRENDER OF SHARES | 12 |
| TREASURY SHARES | 13 |
| GENERAL MEETINGS | 14 |
| NOTICE OF GENERAL MEETINGS | 14 |
| PROCEEDINGS AT GENERAL MEETINGS | 14 |
| VOTES OF SHAREHOLDERS | 15 |
i
| CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS | 16 |
|---|---|
| CLEARING HOUSES | 16 |
| DIRECTORS | 17 |
| ALTERNATE DIRECTOR | 18 |
| POWERS AND DUTIES OF DIRECTORS | 18 |
| BORROWING POWERS OF DIRECTORS | 19 |
| THE SEAL | 19 |
| DISQUALIFICATION OF DIRECTORS | 20 |
| PROCEEDINGS OF DIRECTORS | 20 |
| DIVIDENDS | 22 |
| ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION | 23 |
| CAPITALISATION OF RESERVES | 23 |
| SHARE PREMIUM ACCOUNT | 24 |
| NOTICES | 24 |
| INDEMNITY | 26 |
| NON-RECOGNITION OF TRUSTS | 27 |
| BUSINESS COMBINATION REQUIREMENTS | 27 |
| BUSINESS OPPORTUNITIES | 30 |
| WINDING UP | 31 |
| AMENDMENT OF ARTICLES OF ASSOCIATION | 31 |
| CLOSING OF REGISTER OR FIXING RECORD DATE | 31 |
| REGISTRATION BY WAY OF CONTINUATION | 32 |
| MERGERS AND CONSOLIDATION | 32 |
| DISCLOSURE | 32 |
| EXCLUSIVE JURISDICTION AND FORUM | 32 |
ii
THE COMPANIESact (AS AMENDED)
CompanyLimited by Shares
amendedand restated ARTICLES OF ASSOCIATION
OF
OTG ACQUISITIONCORP. I
(ADOPTED BY SPECIAL RESOLUTION DATED 8September 2025)
TABLE A
The Regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to OTG Acquisition Corp. I (the “Company”) and the following Articles shall comprise the Articles of Association of the Company.
Interpretation
| 1. | In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent<br>with the subject or context: |
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“affiliate” in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity; and “affiliated” shall be construed accordingly.
“Articles” means these articles of association of the Company, as amended or substituted from time to time.
“Audit Committee” means the audit committee of the Company formed pursuant to Article 141 hereof, or any successor audit committee.
“Branch Register” means any branch Register of such category or categories of Members as the Company may from time to time determine.
“Business Combination” means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Fund (excluding the deferred underwriting commissions and taxes payable on the interest and other income earned on the Trust Fund) at the time of entering into the definitive agreement to enter into a Business Combination; and (b) must not be effectuated solely with another blank cheque company or a similar company with nominal operations.
“Class” or “Classes” means any class or classes of Shares as may from time to time be issued by the Company.
| 1 |
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“Class A Shares” means the Class A ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class A Shares, and having the rights provided for in these Articles.
“Class B Shares” means the Class B ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class B Shares, and having the rights provided for in these Articles.
“Companies Act” means the Companies Act (as amended) of the Cayman Islands.
“Designated Stock Exchange” means any national securities exchange or automated quotation system on which the Company’s securities are listed for trading, including but not limited to The Nasdaq Stock Market LLC, The NYSE American LLC, The New York Stock Exchange LLC or any OTC market.
“Directors” means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof.
“Electronic Facility” means without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing an electronic means of venue for a general meeting of the Company.
“Equity-Linked Securities” means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.
“Founder Shares” means the Class B Shares initially issued to the Sponsor in a private placement prior to the IPO and the Class A Shares that will be issued upon the conversion of the Class B Shares held by the Sponsor at the time of the initial Business Combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A Shares will not be Public Shares).
“Initial Conversion Ratio” has the meaning given to it in Article 14.
“Investor Group” means the Sponsor and its affiliates, successors and assigns.
“IPO” means the Company’s initial public offering of securities.
“IPO Redemption” has the meaning given to it in Article 162.
“Memorandum of Association” means the memorandum of association of the Company, as amended or substituted from time to time.
“Office” means the registered office of the Company as required by the Companies Act.
“Officers” means the officers for the time being and from time to time of the Company.
“OrdinaryResolution” means a resolution:
| (a) | passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where<br>proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority<br>to the number of votes to which each Shareholder is entitled; or |
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| 2 |
| --- | | (b) | approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in<br>one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the<br>date on which the instrument, or the last of such instruments, if more than one, is executed. | | --- | --- |
“ordinary shares” means the Class A Shares and the Class B Shares.
“Over-Allotment Option” means the 45-day option of the Underwriters to purchase up to an additional 3,000,000 units sold in the IPO at a price equal to US$10.00 per unit.
“paid up” means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up.
“Person” means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires, other than in respect of a Director or Officer in which circumstances Person shall mean any person or entity permitted to act as such in accordance with the laws of the Cayman Islands.
“Preference Shares” means the Preference Shares in the capital of the Company of $0.0001 nominal or par value designated as Preference Shares, and having the rights provided for in these Articles.
“Private Placement Shares” means the Class A Shares comprising part of (i) the Private Placement Units to be issued to the Sponsor and B. Riley Securities, Inc. in a private placement by the Company completed simultaneously with the closing of the IPO, and (ii) the Private Placement Units issued upon conversion of working capital loans, if any.
“Private Placement Units” mean the units to be issued to the Sponsor and B. Riley Securities, Inc. in a private placement simultaneously with the closing of the IPO and upon conversion of working capital loans, if any.
“Private Placement Warrants” means the warrants comprising part of (i) the Private Placement Units to be issued to the Sponsor and B. Riley Securities, Inc. in a private placement by the Company completed simultaneously with the closing of the IPO, and (ii) the Private Placement Units issued upon conversion of working capital loans, if any.
“Principal Register”, where the Company has established one or more Branch Registers pursuant to the Companies Act and these Articles, means the Register maintained by the Company pursuant to the Companies Act and these Articles that is not designated by the Directors as a Branch Register.
“Public Shares” means the Class A Shares issued as part of the units issued in the IPO (whether they are purchased in the IPO or thereafter in the open market), and does not include any Founder Shares or Private Placement Shares.
“Redemption Price” has the meaning given to it in Article 162.
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“Register” means the register of Members of the Company required to be kept pursuant to the Companies Act and includes any Branch Register(s) established by the Company in accordance with the Companies Act.
“Seal” means the common seal of the Company (if adopted) including any facsimile thereof.
“SEC” means the U.S. Securities and Exchange Commission.
“Secretary” means any Person appointed by the Directors to perform any of the duties of the secretary of the Company.
“Series” means a series of a Class as may from time to time be issued by the Company.
“Share” means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share.
“Shareholder” or “Member” means a Person who is registered as the holder of Shares in the Register and includes each subscriber to the Memorandum of Association pending entry in the Register of such subscriber.
“Share Premium Account” means the share premium account established in accordance with these Articles and the Companies Act.
“signed” means bearing a signature or representation of a signature affixed by mechanical means.
“Special Resolution” means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:
| (a) | passed by a majority of not less than two-thirds of such Shareholders as, being entitled to do so, vote<br>in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose<br>the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the<br>number of votes to which each Shareholder is entitled; or |
|---|---|
| (b) | approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in<br>one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall<br>be the date on which the instrument or the last of such instruments, if more than one, is executed. |
| --- | --- |
“Sponsor” means OTG Acquisition Sponsor LLC, a Delaware limited liability company.
“Treasury Shares” means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled.
“Trust Fund” means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with certain of the proceeds of any private placement of units issued simultaneously with the closing date of the IPO, will be deposited.
“Underwriter” means an underwriter of the IPO from time to time and any successor underwriter.
| 4 |
| --- | | 2. | In these Articles, save where the context requires otherwise: | | --- | --- | | (a) | words importing the singular number shall include the plural number and vice versa; | | --- | --- | | (b) | words importing the masculine gender only shall include the feminine gender and any Person as the context<br>may require; | | --- | --- | | (c) | the word “may” shall be construed as permissive and the word “shall” shall be<br>construed as imperative; | | --- | --- | | (d) | reference to a dollar or dollars or USD or US$ (or $) and to a cent or cents is reference to dollars and<br>cents of the United States of America; | | --- | --- | | (e) | reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for<br>the time being in force; | | --- | --- | | (f) | reference to any determination by the Directors shall be construed as a determination by the Directors<br>in their sole and absolute discretion and shall be applicable either generally or in any particular case; and | | --- | --- | | (g) | reference to “in writing” shall be construed as written or represented by any means reproducible<br>in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format<br>for storage or transmission for writing or partly one and partly another. | | --- | --- | | 3. | Subject to the preceding Articles, any words defined in the Companies Act shall, if not inconsistent with<br>the subject or context, bear the same meaning in these Articles. | | --- | --- |
Preliminary
| 4. | The business of the Company may be commenced at any time after incorporation. |
|---|---|
| 5. | The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine.<br>The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors<br>may from time to time determine. |
| --- | --- |
| 6. | The expenses incurred in the formation of the Company and in connection with the offer for subscription<br>and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine<br>and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine. |
| --- | --- |
| 7. | The Directors shall keep, or cause to be kept, the Register at such place or (subject to compliance with<br>the Companies Act and these Articles) places as the Directors may from time to time determine. In the absence of any such determination,<br>the Register shall be kept at the Office. The Directors may keep, or cause to be kept, one or more Branch Registers as well as the Principal<br>Register in accordance with the Companies Act; provided that a duplicate of such Branch Register(s) shall be maintained with the Principal<br>Register in accordance with the Companies Act and the rules or requirements of any Designated Stock Exchange. |
| --- | --- |
Shares
| 8. | Subject to these Articles, and, where applicable, the rules of the Designated Stock Exchange and/or any<br>competent regulatory authority, all Shares for the time being unissued shall be under the control of the Directors who may: |
|---|---|
| (a) | issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights<br>and being subject to such restrictions as they may from time to time determine; and |
| --- | --- |
| 5 |
| --- | | (b) | grant options with respect to such Shares and issue warrants or similar instruments with respect thereto; | | --- | --- |
and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued; provided, however, that prior to a Business Combination the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry out a conversion described in Articles 14 to 19.
| 9. | The Company may issue units of securities in the Company, which may be comprised of whole or fractional<br>Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof<br>to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from<br>time to time determine. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from<br>one another on the 52^nd^ day following the date of the prospectus relating to the IPO (or the immediately following business<br>day if such 52^nd^ day is not a business day) unless the Underwriter determines that an earlier date is acceptable, subject to<br>the Company having filed a current report on Form 8-K with the SEC and a press release announcing when such separate trading will begin.<br>Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another. |
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| 10. | The Directors, or the Shareholders by Ordinary Resolution, may authorise the division of Shares into any<br>number of Classes and sub-classes and Series and sub-series and the different Classes and sub-classes and Series and sub-series shall<br>be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including,<br>without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between<br>the different Classes and Series (if any) may be fixed and determined by the Directors or the Shareholders by Ordinary Resolution. |
| --- | --- |
| 11. | The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of<br>their subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the<br>payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may<br>also pay such brokerage as may be lawful on any issue of Shares. |
| --- | --- |
| 12. | The Directors may refuse to accept any application for Shares, and may accept any application in whole<br>or in part, for any reason or for no reason. |
| --- | --- |
| 13. | Except as otherwise specified in these Articles or required by law, the holders of the Class A Shares<br>and the Class B Shares (on an as-converted basis) shall vote as a single class. |
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Founder Shares Conversion and Anti-dilution Rights
| 14. | Subject to adjustment as provided in Article 15, Class B Shares shall automatically convert into Class<br>A Shares on a one-for-one basis (the “Initial Conversion Ratio”) at the time of or immediately following a Business<br>Combination (or earlier at the option of the holders thereof), subject to adjustment to account for share subdivisions, share capitalisations,<br>reorganisations, recapitalisations or other adjustments to the aggregate authorised or issued share capital of the Company. |
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| 6 |
| --- | | 15. | Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or Equity-Linked<br>Securities are issued or deemed issued in excess of the amounts initially offered in the IPO and in connection with the initial Business<br>Combination, unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect<br>to any such issuance or deemed issuance, the ratio at which the Class B Shares shall convert into Class A Shares will be adjusted so that<br>the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in aggregate, 20% of the sum of: | | --- | --- | | (a) | the total number of Class A Shares issued and outstanding upon completion of the IPO (including any Class<br>A Shares issued pursuant to the Over-Allotment Option, but excluding the Class A Shares underlying the Private Placement Units and assuming<br>no units are purchased by the Sponsor in the IPO), plus | | --- | --- | | (b) | the total number of Class A Shares issued or deemed issued, or issuable upon the conversion or exercise<br>of any Equity-Linked Securities or rights issued or deemed issued, or issuable by the Company in connection with or in relation to the<br>consummation of the initial Business Combination, excluding (x) any Class A Shares or Equity-Linked Securities exercisable for or convertible<br>into Class A Shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and (y) any Class A Shares<br>underlying the Private Placement Units or the Private Placement Warrants included as part of such Private Placement Units issued to the<br>Sponsor or any of its affiliates upon conversion of working capital loans, minus | | --- | --- | | (c) | any redemption of Class A Shares by Members that hold Public Shares in connection with an initial Business<br>Combination. | | --- | --- | | 16. | Notwithstanding anything to the contrary contained herein in no event shall the Class B Shares convert<br>into Class A Shares at a ratio that is less than one-for-one. | | --- | --- | | 17. | References in Articles 14 to Article 19 to “converted”, “conversion” or “exchange”<br>shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application<br>of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a<br>price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued<br>as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered<br>in the name of such Member or in such name as the Member may direct. | | --- | --- | | 18. | Each Class B Share shall convert into its pro rata number of Class A Shares as set forth in this Article<br>18. The pro rata share for each holder of Class B Shares will be determined as follows: Each Class B Share shall convert into such number<br>of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class<br>A Shares into which all of the issued and outstanding Class B Shares shall be converted pursuant to these Articles and the denominator<br>of which shall be the total number of issued and outstanding Class B Shares at the time of conversion. | | --- | --- | | 19. | The Directors may effect such conversion in the manner contemplated by Article 17 or in any other manner<br>available under applicable law, including redeeming or repurchasing the relevant Class B Shares and applying the proceeds thereof towards<br>payment for the new Class A Shares. For the purposes of the repurchase or redemption, the Directors may, subject to the Company being<br>able to pay its debts in the ordinary course of business, make payments out of amounts standing to the credit of the Company’s share<br>premium account or out of its capital. | | --- | --- |
| 7 |
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Modification Of Rights
| 20. | Whenever the capital of the Company is divided into different Classes (and as otherwise determined by<br>the Directors) the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class<br>only be materially adversely varied or abrogated with the consent in writing of the holders of not less than two-thirds of the issued<br>Shares of the relevant Class (other than with respect to a waiver of the provisions of Article 15, which as stated therein shall only<br>require the consent in writing of the holders of a majority of the issued Class B Shares), or with the sanction of a resolution passed<br>at a separate meeting of the holders of the Shares of such Class by a majority of two-thirds of the votes cast at such a meeting. <br>To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings<br>thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons at least holding or representing<br>by proxy one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting<br>of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to<br>any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have<br>one vote for each Share of the Class held by them. For the purposes of this Article 20, the Directors may treat all the Classes<br>or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals<br>under consideration, but in any other case shall treat them as separate<br>Classes. The Directors may vary the rights attaching to any Class without the consent or approval of Shareholders; provided that the rights<br>will not, in the determination of the Directors, be materially adversely varied or abrogated by such action. |
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| 21. | The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights<br>shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely<br>varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent<br>to them or Shares with preferred rights or the redemption or purchase of any Shares of any Class by the Company. |
| --- | --- |
Certificates
| 22. | If so determined by the Directors, any Person whose name is entered as a member in the Register may receive<br>a certificate in the form determined by the Directors. All certificates shall specify the Share or Shares held by that person and the<br>amount paid up thereon; provided that in respect of a Share or Shares held jointly by several persons the Company shall not be bound to<br>issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery<br>to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the member entitled thereto at<br>the Member’s registered address as appearing in the Register. |
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| 23. | Every share certificate of the Company shall bear legends required under the applicable laws, including<br>the Exchange Act. |
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| 24. | Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s<br>request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of $1.00<br>or such smaller sum as the Directors shall determine. |
| --- | --- |
| 25. | If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed,<br>a new certificate representing the same Shares may be issued to the relevant Member upon request subject to delivery of the old certificate<br>or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of<br>out-of-pocket expenses of the Company in connection with the request as the Directors may think fit. |
| --- | --- |
| 8 |
| --- | | 26. | In the event that Shares are held jointly by several persons, any request may be made by any one of the<br>joint holders and if so made shall be binding on all of the joint holders. | | --- | --- |
Fractional Shares
| 27. | Subject to Article 28, the Directors may issue fractions of a Share and, if so issued, a fraction of a<br>Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium,<br>contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice<br>to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction<br>of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated. |
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| 28. | No fractional Shares will be issued upon exercise of the warrants. If, upon exercise of the warrants,<br>a holder would be entitled to receive a fractional interest in a Share, the Company will, upon exercise, round down to the nearest whole<br>number of Shares to be issued to the warrant holder. |
| --- | --- |
Lien
| 29. | The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts<br>(whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and<br>paramount lien on every Share (whether or not fully paid) registered in the name of a Person indebted or under liability to the Company<br>(whether they are the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by them or their estate<br>to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt<br>from the provisions of this Article 29. The Company’s lien on a Share extends to any amount payable in respect of it. |
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| 30. | The Company may sell, in such manner as the Directors may determine, any Share on which the Company has<br>a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of<br>14 days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable,<br>has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of their death or bankruptcy. |
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| 31. | For giving effect to any such sale the Directors may authorise some Person to transfer the Shares sold<br>to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and they<br>shall not be bound to see to the application of the purchase money, nor shall their title to the Shares be affected by any irregularity<br>or invalidity in the proceedings in reference to the sale. |
| --- | --- |
| 32. | The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall<br>be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable,<br>and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to<br>the Person entitled to the Shares immediately prior to the sale. |
| --- | --- |
Calls On Shares
| 33. | Subject to the terms of the allotment and issue of any Shares, the Directors may from time to time make<br>calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least<br>14 days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called<br>on such Shares. |
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| 9 |
| --- | | 34. | The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof. | | --- | --- | | 35. | If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof,<br>the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for<br>the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly<br>or in part. | | --- | --- | | 36. | The provisions of these Articles as to the liability of joint holders and as to payment of interest shall<br>apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account<br>of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified. | | --- | --- | | 37. | The Directors may make arrangements on the issue of partly paid Shares for a difference between the Shareholders,<br>or the particular Shares, in the amount of calls to be paid and in the times of payment. | | --- | --- | | 38. | The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or<br>any part of the moneys uncalled and unpaid upon any partly paid Shares held by them, and upon all or any of the moneys so advanced may<br>(until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of<br>an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. | | --- | --- |
Forfeiture Of Shares
| 39. | If a Shareholder fails to pay any call or instalment of a call in respect of any Shares on the day appointed<br>for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a<br>notice on them requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. |
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| 40. | The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice)<br>on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the<br>time appointed the Shares in respect of which the call was made will be liable to be forfeited. |
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| 41. | If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which<br>the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution<br>of the Directors to that effect. |
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| 42. | A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors<br>think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. |
| --- | --- |
| 43. | A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited<br>Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by them<br>to the Company in respect of the Shares forfeited, but their liability shall cease if and when the Company receives payment in full of<br>the amount unpaid on the Shares forfeited. |
| --- | --- |
| 44. | A statutory declaration in writing that the declarant is a Director, and that a Share has been duly forfeited<br>on a date stated in the declaration, shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be<br>entitled to the Share. |
| --- | --- |
| 10 |
| --- | | 45. | The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof<br>pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom<br>the Share is sold or disposed of and that Person shall be registered as the holder of the Share, and shall not be bound to see to the<br>application of the purchase money, if any, nor shall their title to the Shares be affected by any irregularity or invalidity in the proceedings<br>in reference to the disposition or sale. | | --- | --- | | 46. | The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which<br>by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the<br>same had been payable by virtue of a call duly made and notified. | | --- | --- |
Transfer Of Shares
| 47. | Subject to these Articles and the rules or regulations of the Designated Stock Exchange or any relevant<br>rules of the SEC or securities laws (including, but not limited to the Exchange Act), a Shareholder may transfer all or any of their Shares.<br>If the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to the Articles on terms that one<br>cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory<br>to them of the like transfer of such option or warrant. |
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| 48. | The instrument of transfer of any Share shall be in: (i) any usual or common form; (ii) such form as is<br>prescribed by the Designated Stock Exchange; or (iii) in any other form the Directors may determine and shall be executed by or on behalf<br>of the transferor (or otherwise as prescribed by the rules and regulations of the Designated Stock Exchange) and if in respect of a nil<br>or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied<br>by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show<br>the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee<br>is entered in the Register in respect of the relevant Shares. |
| --- | --- |
| 49. | Subject to the terms of issue thereof and the rules or regulations of the Designated Stock Exchange or<br>any relevant rules of the SEC or securities laws (including, but not limited to the Exchange Act), the Directors may determine to decline<br>to register any transfer of Shares without assigning any reason therefor. |
| --- | --- |
| 50. | The registration of transfers may be suspended at such times and for such periods as the Directors may<br>from time to time determine. |
| --- | --- |
| 51. | All instruments of transfer that are registered shall be retained by the Company, but any instrument of<br>transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same. |
| --- | --- |
Transmission Of Shares
| 52. | The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised<br>by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors<br>or survivor, or the legal personal representatives of the deceased holder of the Share, shall be the only Person recognised by the Company<br>as having any title to the Share. |
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| 11 |
| --- | | 53. | Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall<br>upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder<br>in respect of the Share or, instead of being registered themself, to make such transfer of the Share as the deceased or bankrupt Person<br>could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had<br>in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy. | | --- | --- | | 54. | A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled<br>to the same dividends and other advantages to which they would be entitled if they were the registered Shareholder, except that they shall<br>not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by<br>membership in relation to meetings of the Company. | | --- | --- |
Alteration Of SHARE Capital
| 55. | The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be<br>divided into Shares of such Classes and amount, as the resolution shall prescribe. |
|---|---|
| 56. | The Company may by Ordinary Resolution: |
| --- | --- |
| (a) | consolidate and divide all or any of its share capital into Shares of a larger amount than its existing<br>Shares; |
| --- | --- |
| (b) | convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any<br>denomination; |
| --- | --- |
| (c) | subdivide its existing Shares, or any of them into Shares of a smaller amount; provided that in the subdivision<br>the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the<br>Share from which the reduced Share is derived; and |
| --- | --- |
| (d) | cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to<br>be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled. |
| --- | --- |
| 57. | The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any<br>manner authorised by law. |
| --- | --- |
Redemption, Purchase and Surrender Of Shares
| 58. | Subject to the Companies Act and the rules of the Designated Stock Exchange, the Company may: |
|---|---|
| (a) | issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company<br>or the Shareholder on such terms and in such manner as the Directors may determine; |
| --- | --- |
| (b) | purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors<br>may determine and agree with the Shareholder; |
| --- | --- |
| (c) | make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by<br>the Companies Act, including out of its capital; and |
| --- | --- |
| (d) | accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such<br>terms and in such manner as the Directors may determine. |
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| 12 |
| --- | | 59. | With respect to redeeming, repurchasing or the surrender of Shares: | | --- | --- | | (a) | Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances<br>described in Articles 162 and 164; | | --- | --- | | (b) | certain Class B Shares held by the Sponsor shall be surrendered for no consideration to the extent that<br>the Over-Allotment Option is not exercised in full; and | | --- | --- | | (c) | Public Shares shall be repurchased by way of tender offer in the circumstances set out in Article 158(b). | | --- | --- | | 60. | Any Share in respect of which notice of redemption has been given shall not be entitled to participate<br>in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption. | | --- | --- | | 61. | The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption,<br>purchase or surrender of any other Share. | | --- | --- | | 62. | The Directors may when making payments in respect of redemption or purchase of Shares, if authorised by<br>the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payment either<br>in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of the Company or holding entitlement<br>to the proceeds of assets held by the Company or in a liquidating structure. | | --- | --- |
Treasury Shares
| 63. | Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the<br>option of the Company, be cancelled immediately or held as Treasury Shares in accordance with the Companies Act. In the event that the<br>Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled. |
|---|---|
| 64. | No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s<br>assets (including any distribution of assets to Members on a winding up) may be declared or paid in respect of a Treasury Share. |
| --- | --- |
| 65. | The Company shall be entered in the Register as the holder of the Treasury Shares; provided that: |
| --- | --- |
| (a) | the Company shall not be treated as a member for any purpose and shall not exercise any right in respect<br>of the Treasury Shares, and any purported exercise of such a right shall be void; |
| --- | --- |
| (b) | a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not<br>be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Companies<br>Act, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Share is permitted and Shares allotted as fully<br>paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. |
| --- | --- |
| 66. | Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Directors. |
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| 13 |
| --- |
General Meetings
| 67. | The Directors may, whenever they think fit, convene a general meeting of the Company and, for the avoidance<br>of doubt, Members shall not have the ability to call general meetings except as provided in Article 70. Members seeking to bring business<br>before an annual general meeting or to nominate candidates for appointment as Directors at an annual general meeting must (1) deliver<br>notice to the principal executive office of the Company not later than the close of business on the 90^th^ day nor earlier than<br>the close of business on the 150^th^ day prior to the anniversary date of the immediately preceding annual general meeting. |
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| 68. | For so long as the Company’s Shares are traded on a Designated Stock Exchange, the Company shall<br>in each year hold a general meeting as its annual general meeting at such time and place (including any Electronic Facility) as may be<br>determined by the Directors in accordance with the rules of the Designated Stock Exchange, unless such Designated Stock Exchange does<br>not require the holding of an annual general meeting. |
| --- | --- |
| 69. | The Directors may cancel or postpone any duly convened general meeting for any reason or for no reason<br>at any time prior to the time for holding such meeting or, if the meeting is adjourned, the time for holding such adjourned meeting. The<br>Directors shall make a public announcement of any cancellation or postponement or otherwise provide notice to Shareholders of any cancellation<br>or postponement. A postponement may be for a stated period of any length or indefinitely as the Directors may determine. |
| --- | --- |
| 70. | If at any time there are no Directors, any two Shareholders (or if there is only one Shareholder then<br>that Shareholder) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible<br>as that in which general meetings may be convened by the Directors. |
| --- | --- |
Notice Of General Meetings
| 71. | At least five clear days’ notice in writing counting from the date service is deemed to take place<br>as provided in these Articles specifying the place (including any Electronic Facility), the day and the hour of the meeting and the general<br>nature of the business, shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the<br>Company by Ordinary Resolution to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with<br>the consent of all the Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may<br>be convened by such shorter notice or without notice and in such manner as those Shareholders may think fit. |
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| 72. | The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by<br>any Shareholder shall not invalidate the proceedings at any meeting. |
| --- | --- |
Proceedings At General Meetings
| 73. | All business carried out at a general meeting shall be deemed special with the exception of sanctioning<br>a dividend, the consideration of the accounts, balance sheets, any report of the Directors or of the Company’s auditors, and the<br>fixing of the remuneration of the Company’s auditors. No special business shall be transacted at any general meeting without the<br>consent of all Shareholders entitled to receive notice of that meeting unless notice of such special business has been given in the notice<br>convening that meeting. |
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| 74. | No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the<br>time when the meeting proceeds to business. One or more Shareholders holding at least one-third of the paid up voting share capital of<br>the Company present in person or by proxy and entitled to vote at that meeting shall form a quorum. |
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| 14 |
| --- | | 75. | If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if<br>convened upon the requisition of Shareholders, shall be dissolved. In any other case it shall stand adjourned to the same day in<br>the next week, at the same time and place, or to such other day, time and/or place (including any Electronic Facility) as the Directors<br>may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the<br>Shareholder or Shareholders present and entitled to vote shall form a quorum. | | --- | --- | | 76. | If the Directors wish to make this facility available for a specific general meeting or all general meetings<br>of the Company, participation in any general meeting of the Company may be by means of any Electronic Facility, a telephone or similar<br>communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation<br>shall be deemed to constitute presence in person at the meeting. | | --- | --- | | 77. | The Directors may, at any time prior to the general meeting, appoint any Person to act as chairperson<br>of the general meeting. If the Directors do not make any such appointment, then the chairperson of the board of Directors (if any) shall<br>preside as chairperson of the general meeting. If such chairperson is unable or unwilling to preside as chairperson of a general meeting,<br>the Directors present shall elect a Director to preside as chairperson of that general meeting. | | --- | --- | | 78. | If the chairperson elected by the Directors is not present or is unwilling to act and no Director is present<br>within 15 minutes after the time appointed for the general meeting to commence, the Shareholders present in person or by proxy shall choose<br>any Person present to be chairperson of that meeting. | | --- | --- | | 79. | The chairperson may adjourn a meeting from time to time and from place to place (including any Electronic<br>Facility) either: | | --- | --- | | (a) | with the consent of any general meeting at which a quorum is present (and shall if so directed by the<br>meeting); or | | --- | --- | | (b) | without the consent of such meeting if, in their sole opinion, they consider it necessary to do so to: | | --- | --- | | (i) | secure the orderly conduct or proceedings of the meeting; or | | --- | --- | | (ii) | give all persons present in person or by proxy and having the right to speak and/or vote at such meeting,<br>the ability to do so, | | --- | --- |
but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for 14 days or more, notice of the adjourned meeting shall be given in the manner provided for the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
| 80. | A resolution put to the vote of the meeting shall be decided on a poll in such manner as the chairperson<br>directs and the result of the poll shall be deemed to be the resolution of the meeting. |
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| 81. | In the case of an equality of votes, the chairperson of the meeting shall be entitled to a second or casting<br>vote. |
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Votes Of shareholders
| 82. | Except as otherwise provided in these Articles and subject to any rights and restrictions for the time<br>being attached to any Share, every Shareholder present in person and every Person representing a Shareholder by proxy shall, at a general<br>meeting of the Company, have one vote for each Share of which they or the Person represented by proxy is the holder. |
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| 15 |
| --- | | 83. | In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall<br>be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in<br>which the names stand in the Register. | | --- | --- | | 84. | A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction<br>in lunacy, may vote in respect of Shares carrying the right to vote held by them, by their committee, or other Person in the nature of<br>a committee appointed by that court, and any such committee or other Person, may vote in respect of such Shares by proxy. | | --- | --- | | 85. | No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any,<br>or other sums presently payable by them in respect of Shares carrying the right to vote held by them have been paid. | | --- | --- | | 86. | Votes may be given either personally or by proxy. | | --- | --- | | 87. | An instrument appointing a proxy shall be in writing (whether by manual signature, typewriting, electronic<br>signature or otherwise) under the hand of the appointor or of their duly authorised attorney or, if the appointor is an entity, either<br>under Seal or under the hand of an Officer or attorney duly authorised; provided, however, that a Shareholder may also authorise the casting<br>of a vote by proxy or instruction form pursuant to telephonic or electronically transmitted instructions (including, without limitation,<br>instructions transmitted over the internet) obtained pursuant to procedures approved by the Directors which are reasonably designed to<br>verify that such instructions have been authorised by such Shareholder. A proxy need not be a Shareholder. | | --- | --- | | 88. | An instrument appointing a proxy may be in any usual or common form or such other form as the Directors<br>may approve. | | --- | --- | | 89. | The instrument appointing a proxy shall be deposited at the Office or at such other place as is specified<br>for that purpose in the notice convening the meeting no later than the time specified in the notice convening the general meeting or,<br>if no such time is specified, no later than the time for holding the meeting or, if the meeting is adjourned or postponed, the time for<br>holding such adjourned or postponed meeting. | | --- | --- | | 90. | A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of<br>and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as<br>valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. | | --- | --- |
Corporations Acting By Representatives At Meetings
| 91. | Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing<br>body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of<br>a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers<br>on behalf of the corporation which they represent as that corporation could exercise if it were an individual Shareholder or Director. |
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Clearing Houses
| 92. | If a clearing house (or its nominee) is a Member of the Company it may authorise such person or persons<br>as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any<br>Class of Members of the Company; provided that, if more than one person is so authorised, the authorisation shall specify the number and<br>Class of Shares in respect of which each such person is so authorised. A person so authorised pursuant to this Article 92 shall be deemed<br>to have been duly authorised without further evidence of the facts and shall be entitled to exercise the same powers on behalf of the<br>clearing house (or its nominee) which he or she represents as that clearing house (or its nominee) could exercise if it were an individual<br>Member holding the number and Class of Shares specified in such authorisation. |
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| 16 |
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Directors
| 93. | The Company may by Ordinary Resolution from time to time fix the maximum and minimum number of Directors<br>to be appointed but unless such numbers are fixed as aforesaid the minimum number of Directors shall be one and the maximum number of<br>Directors shall be unlimited. The remuneration of the Directors may be determined by the Directors. |
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| 94. | There shall be no shareholding qualification for Directors. |
| --- | --- |
| 95. | For so long as the Company’s Shares are traded on a Designated Stock Exchange, the Directors shall<br>be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class<br>in accordance with a resolution or resolutions adopted by the board of Directors. At the first annual general meeting of Members after<br>the IPO, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3)<br>years. At the second annual general meeting of Members after the IPO, the term of office of the Class II Directors shall expire and Class<br>II Directors shall be elected for a full term of three (3) years. At the third annual general meeting of Members after the IPO, the term<br>of office of the Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each<br>succeeding annual general meeting of Members, Directors shall be elected for a full term of three (3) years to succeed the Directors of<br>the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article 95, each Director<br>shall hold office until the expiration of his or her term and until his or her successor shall have been duly elected and qualified or<br>until his or her earlier death, resignation or removal. No decrease in the number of Directors constituting the board of Directors shall<br>shorten the term of any incumbent Director. |
| --- | --- |
| 96. | Prior to the closing of an initial Business Combination, the Company may by Ordinary Resolution of the<br>holders of the Class B Shares (only) appoint any person to be a Director and remove any Director for any reason. For the avoidance of<br>doubt (i) prior to the closing of an initial Business Combination, holders of Class A Shares shall have no right to vote on the appointment<br>or removal of any Director; provided, however, that if all of the Class B Shares are converted prior to the date of the initial Business<br>Combination, the holders of Class A Shares will have the right to vote on the election of Directors and (ii) following the closing of<br>an initial Business Combination, the Company may by Ordinary Resolution (of all Shareholders entitled to vote) appoint or remove any Director<br>in accordance with these Articles. |
| --- | --- |
| 97. | The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director;<br>provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles<br>as the maximum number of Directors. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder<br>of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s<br>successor shall have been duly elected and qualified or until his or her earlier resignation, death or removal. When the number of Directors<br>is increased or decreased, the board of Directors shall determine the class or classes to which the increased or decreased number of Directors<br>shall be apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. |
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| 17 |
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Alternate Director
| 98. | Any Director may in writing appoint another Person to be their alternate and, save to the extent provided<br>otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director,<br>but shall not be authorised to sign such written resolutions where they have been signed by the appointing Director, and to act in such<br>Director’s place at any meeting of the Directors. Every such alternate shall be entitled to attend and vote at meetings of<br>the Directors as the alternate of the Director appointing them and where they are a Director to have a separate vote in addition to their<br>own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by them. Such alternate shall<br>not be an Officer solely as a result of their appointment as an alternate other than in respect of such times as the alternate acts as<br>a Director. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing them and the<br>proportion thereof shall be agreed between them. |
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Powers And Duties Of Directors
| 99. | Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business<br>of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may<br>exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors<br>that would have been valid if that resolution had not been passed. |
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| 100. | The Directors may from time to time appoint any Person, whether or not a Director to hold such office<br>in the Company as the Directors may think necessary for the administration of the Company (including, for the avoidance of doubt and without<br>limitation, any chairperson (or co-chairperson) of the board of Directors, one or more chief executive officers, presidents, a chief financial<br>officer, a secretary, vice-presidents, a treasurer or any other Officers as may be determined by the Directors), and for such term and<br>at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another),<br>and with such powers and duties as the Directors may think fit. Any Person so appointed by the Directors may be removed by the Directors. |
| --- | --- |
| 101. | The Directors may appoint any Person to be a Secretary (and if need be an assistant Secretary or assistant<br>Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. <br>Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. |
| --- | --- |
| 102. | The Directors may delegate any of their powers to committees consisting of such member or members of their<br>body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be<br>imposed on it by the Directors. |
| --- | --- |
| 103. | The Directors may from time to time and at any time by power of attorney (whether under Seal or under<br>hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors,<br>to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or “AuthorisedSignatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those<br>vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit,<br>and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing<br>with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised<br>Signatory to delegate all or any of the powers, authorities and discretion vested in them. |
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| 18 |
| --- | | 104. | The Directors may from time to time provide for the management of the affairs of the Company in such manner<br>as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred<br>by this Article 104. | | --- | --- | | 105. | The Directors from time to time and at any time may establish any committees, local boards or agencies<br>for managing any of the affairs of the Company and may appoint any Person to be a member of such committees or local boards and may appoint<br>any managers or agents of the Company and may fix the remuneration of any such Person. | | --- | --- | | 106. | The Directors from time to time and at any time may delegate to any such committee, local board, manager<br>or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the<br>time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment<br>or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time<br>remove any Person so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any<br>such annulment or variation shall be affected thereby. | | --- | --- | | 107. | Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers,<br>authorities, and discretion for the time being vested in them. | | --- | --- | | 108. | The Directors may agree with a Shareholder to waive or modify the terms applicable to such Shareholder’s<br>subscription for Shares without obtaining the consent of any other Shareholder; provided that such waiver or modification does not amount<br>to a variation or abrogation of the rights attaching to the Shares of such other Shareholders. | | --- | --- | | 109. | The Directors shall have the authority to present a winding up petition on behalf of the Company on the<br>grounds that the Company is unable to pay its debts within the meaning of section 93 of the Companies Act or where a winding up petition<br>has been presented, apply on behalf of the Company, for the appointment of a provisional liquidator without the sanction of a resolution<br>passed by the Company at a general meeting. | | --- | --- |
Borrowing Powers Of Directors
| 110. | The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its<br>undertaking, property and uncalled capital or any part thereof, or to otherwise provide for a security interest to be taken in such undertaking,<br>property or uncalled capital, and to issue debentures, debenture stock and other securities whenever money is borrowed or as security<br>for any debt, liability or obligation of the Company or of any third party. |
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The Seal
| 111. | The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors;<br>provided that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming<br>a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary)<br>or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every<br>instrument to which the Seal is so affixed in their presence. |
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| 19 |
| --- | | 112. | The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint<br>and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors; provided that<br>such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming<br>a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the<br>Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal<br>is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect<br>as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary)<br>or in the presence of any one or more Persons as the Directors may appoint for the purpose. | | --- | --- | | 113. | Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix<br>the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which<br>does not create any obligation binding on the Company. | | --- | --- |
Disqualification Of Directors
| 114. | The office of Director shall be vacated, if the Director: |
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| (a) | becomes bankrupt or makes any arrangement or composition with their creditors; |
| --- | --- |
| (b) | dies or is found to be or becomes of unsound mind; |
| --- | --- |
| (c) | resigns their office by notice in writing to the Company; |
| --- | --- |
| (d) | prior to the closing of an initial Business Combination, is removed from office by Ordinary Resolution<br>of the holders of Class B Shares (only); |
| --- | --- |
| (e) | following the closing of an initial Business Combination, is removed from office by Ordinary Resolution<br>of all Shareholders entitled to vote; or |
| --- | --- |
| (f) | is removed from office pursuant to any other provision of these Articles. |
| --- | --- |
Proceedings Of Directors
| 115. | The Directors may meet together (either within or outside the Cayman Islands) for the dispatch of business,<br>adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided<br>by a majority of votes. In case of an equality of votes the chairperson shall have a second or casting vote. A Director may,<br>and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. |
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| 116. | A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors<br>of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating<br>in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting. |
| --- | --- |
| 117. | The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors,<br>and unless so fixed, if there be two or more Directors the quorum shall be two, and if there be one Director the quorum shall be one. <br>A Director represented by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or<br>not a quorum is present. |
| --- | --- |
| 118. | A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract<br>with the Company shall declare the nature of their interest at a meeting of the Directors. A general notice given to the Directors<br>by any Director to the effect that they are to be regarded as interested in any contract or other arrangement which may thereafter be<br>made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director<br>may vote in respect of any contract or proposed contract or arrangement notwithstanding that they may be interested therein and if they<br>do so their vote shall be counted and they may be counted in the quorum at any meeting of the Directors at which any such contract or<br>proposed contract or arrangement shall come before the meeting for consideration. |
| --- | --- |
| 20 |
| --- | | 119. | A Director may hold any other office or place of profit under the Company (other than the office of auditor)<br>in conjunction with their office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may<br>determine and no Director or intending Director shall be disqualified by their office from contracting with the Company either with regard<br>to their tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement<br>entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director<br>so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement<br>by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding their<br>interest, may be counted in the quorum present at any meeting of the Directors whereat such Director or any other Director is appointed<br>to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and they may vote<br>on any such appointment or arrangement. | | --- | --- | | 120. | Any Director may act by themselves or their firm in a professional capacity for the Company, and they<br>or their firm shall be entitled to remuneration for professional services as if they were not a Director; provided that nothing herein<br>contained shall authorise a Director or their firm to act as auditor to the Company. | | --- | --- | | 121. | The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of<br>recording: | | --- | --- | | (a) | all appointments of Officers made by the Directors; | | --- | --- | | (b) | the names of the Directors present at each meeting of the Directors and of any committee of the Directors;<br>and | | --- | --- | | (c) | all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees<br>of Directors. | | --- | --- | | 122. | When the chairperson of a meeting of the Directors signs the minutes of such meeting the same shall be<br>deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical<br>defect in the proceedings. | | --- | --- | | 123. | A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled<br>to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided<br>otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of their appointer),<br>shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors,<br>as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or their<br>duly appointed alternate. | | --- | --- | | 124. | The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their<br>number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors<br>may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose. | | --- | --- |
| 21 |
| --- | | 125. | The Directors may elect a chairperson of their meetings and determine the period for which they are to<br>hold office but if no such chairperson is elected, or if at any meeting the chairperson is not present within fifteen minutes after the<br>time appointed for holding the meeting, the Directors present may choose one of their number to be chairperson of the meeting. | | --- | --- | | 126. | Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may<br>elect a chairperson of its meetings. If no such chairperson is elected, or if at any meeting the chairperson is not present within<br>fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairperson<br>of the meeting. | | --- | --- | | 127. | A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any<br>regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee<br>members present and in case of an equality of votes the chairperson shall have a second or casting vote. | | --- | --- | | 128. | All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting<br>as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director<br>or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed<br>and was qualified to be a Director. | | --- | --- |
Dividends
| 129. | Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided<br>for in the Companies Act and these Articles, the Directors may from time to time declare dividends (including interim dividends) and other<br>distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. |
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| 130. | Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary<br>Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors. |
| --- | --- |
| 131. | The Directors may determine, before recommending or declaring any dividend, to set aside out of the funds<br>legally available for distribution such sums as they think proper as a reserve or reserves which shall be applicable for meeting contingencies,<br>or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at<br>the determination of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors<br>may from time to time think fit. |
| --- | --- |
| 132. | Any dividend may be paid in any manner as the Directors may determine. If paid by cheque it will<br>be sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to<br>any one of such joint holders at their registered address or to such Person and such address as the Shareholder or Person entitled, or<br>such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the Person to whom it<br>is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. |
| --- | --- |
| 133. | The Directors when paying dividends to the Shareholders in accordance with the foregoing provisions of<br>these Articles may make such payment either in cash or in specie and may determine the extent to which amounts may be withheld therefrom<br>(including, without limitation, any taxes, fees, expenses or other liabilities for which a Shareholder (or the Company, as a result of<br>any action or inaction of the Shareholder) is liable). |
| --- | --- |
| 22 |
| --- | | 134. | Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall<br>be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares<br>dividends may be declared and paid according to the par value of the Shares. | | --- | --- | | 135. | If several Persons are registered as joint holders of any Share, any of them may give effectual receipts<br>for any dividend or other moneys payable on or in respect of the Share. | | --- | --- | | 136. | No dividend shall bear interest against the Company. | | --- | --- |
Accounts, Audit and annual return and declaration
| 137. | The books of account relating to the Company’s affairs shall be kept in such manner as may be determined<br>from time to time by the Directors. |
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| 138. | The books of account shall be kept at the Office, or at such other place or places as the Directors think<br>fit, and shall always be open to the inspection of the Directors. |
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| 139. | The Directors may from time to time determine whether and to what extent and at what times and places<br>and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders<br>not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the<br>Company except as conferred by law or authorised by the Directors or by Ordinary Resolution. |
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| 140. | The accounts relating to the Company’s affairs shall only be audited if the Directors so determine,<br>in which case the financial year end and the accounting principles will be determined by the Directors. The financial year of the Company<br>shall end on 31 December of each year or such other date as the Directors may determine. |
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| 141. | Without prejudice to the freedom of the Directors to establish any other committee, if the Shares are<br>listed or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the Directors shall establish and<br>maintain an audit committee (the “Audit Committee”) as a committee of the board of Directors and shall adopt a formal<br>written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and<br>responsibilities of the Audit Committee shall comply with the rules and regulations of the SEC and the Designated Stock Exchange. |
| --- | --- |
| 142. | The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting<br>forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands. |
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Capitalisation Of reserves
| 143. | Subject to the Companies Act and these Articles, the Directors may: |
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| (a) | resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account,<br>capital redemption reserve and profit and loss account), whether or not available for distribution; |
| --- | --- |
| (b) | appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount<br>of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards: |
| --- | --- |
| (i) | paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or |
| --- | --- |
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| --- | | (ii) | paying up in full unissued Shares or debentures of a nominal amount equal to that sum, | | --- | --- |
and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article 143, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;
| (c) | make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised<br>reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with<br>the fractions as they think fit; |
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| (d) | authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company<br>providing for either: |
| --- | --- |
| (i) | the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which<br>they may be entitled on the capitalisation, or |
| --- | --- |
| (ii) | the payment by the Company on behalf of the Shareholders (by the application of their respective proportions<br>of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares, |
| --- | --- |
and any such agreement made under this authority being effective and binding on all those Shareholders; and
| (e) | generally do all acts and things required to give effect to any of the actions contemplated by this Article<br>143. |
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Share Premium Account
| 144. | The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry<br>to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share. |
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| 145. | There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference<br>between the nominal value of such Share and the redemption or purchase price; provided that at the determination of the Directors such<br>sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital. |
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Notices
| 146. | Any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder<br>either personally, or by sending it by post or courier service in a prepaid letter addressed to such Shareholder at their address as appearing<br>in the Register, or by electronic mail, or by facsimile should the Directors deem it appropriate. Notice may also be served by electronic<br>communication in accordance with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory<br>authority or by placing it on the Company’s website. In the case of joint holders of a Share, all notices shall be given to that<br>one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient<br>notice to all the joint holders. |
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| 24 |
| --- | | 147. | Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes<br>be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened. | | --- | --- | | 148. | Any notice or other document, if served by: | | --- | --- | | (a) | post, shall be deemed to have been served five clear days after the time when the letter containing the<br>same is posted; | | --- | --- | | (b) | facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of<br>a report confirming transmission of the facsimile in full to the facsimile number of the recipient; | | --- | --- | | (c) | recognised courier service, shall be deemed to have been served 48 hours after the time when the letter<br>containing the same is delivered to the courier service; | | --- | --- | | (d) | electronic mail or other electronic communication (such as transmission<br>to any number, address or internet website (including the website of the SEC) or other electronic delivery methods as otherwise decided<br>and approved by the Directors), shall be deemed to have been served immediately upon the time of the transmission by electronic<br>mail or approved electronic communication, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient;<br>or | | --- | --- | | (e) | placing it on the Company’s website; service of the notice shall be deemed to have been effected<br>one hour after the notice or document was placed on the Company’s website. | | --- | --- |
In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.
| 149. | Any notice or document delivered or sent in accordance with the terms of these Articles shall notwithstanding<br>that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of their death or bankruptcy, be deemed to have<br>been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless their name shall at<br>the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall<br>for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming<br>through or under them) in the Share. |
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| 150. | Notice of every general meeting of the Company shall be given to: |
| --- | --- |
| (a) | all Shareholders holding Shares with the right to receive notice and who have supplied to the Company<br>an address for the giving of notices to them; and |
| --- | --- |
| (b) | every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for<br>their death or bankruptcy would be entitled to receive notice of the meeting. |
| --- | --- |
No other Person shall be entitled to receive notices of general meetings.
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Indemnity
| 151. | To the fullest extent permitted by law, every Director (including, for the purposes of this Article 151,<br>any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other Officer (but<br>not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified<br>Person”) shall be indemnified and secured harmless out of the assets and funds of the Company against all actions or proceedings<br>whether threatened, pending or completed (a “Proceeding”), costs, charges, expenses, losses, damages or liabilities<br>incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own actual fraud, wilful default<br>or wilful neglect as determined by a court of competent jurisdiction, (i) in or about the conduct of the Company’s business or affairs<br>(including as a result of any mistake of judgment), (ii) arising as a consequence of such Indemnified Person becoming aware of any business<br>opportunity and failing to present such business opportunity to the Company or otherwise taking any of the actions or omitting to take<br>any of the actions permitted by the Articles under the heading “Business Opportunities”, (iii) in the execution or discharge<br>of his or her duties, powers, authorities or discretions, or (iv) in respect of any actions or activities undertaken by an Indemnified<br>Person provided for and in accordance with the provisions set out above (inclusive) including without prejudice to the generality of the<br>foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending or otherwise being involved in,<br>(whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands<br>or elsewhere. Each Member agrees to waive any claim or right of action he or she might have, whether individually or by or in the right<br>of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action<br>in the performance of his or her duties with or for the Company; provided that such waiver shall not extend to any matter in respect of<br>any actual fraud, wilful default or wilful neglect which may attach to such Director. |
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| 152. | No Indemnified Person shall be liable: |
| --- | --- |
| (a) | for the acts, receipts, neglects, defaults or omissions of any other Director or Officer or agent of the<br>Company; or |
| --- | --- |
| (b) | for any loss on account of defect of title to any property of the Company; or |
| --- | --- |
| (c) | on account of the insufficiency of any security in or upon which any money of the Company shall be invested;<br>or |
| --- | --- |
| (d) | for any loss incurred through any bank, broker or other similar Person; or |
| --- | --- |
| (e) | for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement<br>or oversight on such Indemnified Person’s part; or |
| --- | --- |
| (f) | for any liability, obligation or duty to the Company that may arise as a consequence of such Indemnified<br>Person becoming aware of any business opportunity and failing to present such business opportunity to the Company or otherwise taking<br>any of the actions or omitting to take any of the actions permitted by the Articles under the heading “Business Opportunities”;<br>or |
| --- | --- |
| (g) | for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge<br>of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto; |
| --- | --- |
unless the same shall happen through such Indemnified Person’s own actual fraud, wilful default or wilful neglect as determined by a court of competent jurisdiction.
| 26 |
| --- | | 153. | The Company will pay the expenses (including attorneys’ fees) incurred by an Indemnified Person<br>in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such<br>payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified<br>Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified<br>under these Articles or otherwise. | | --- | --- | | 154. | The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director<br>or Officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect<br>of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company. | | --- | --- | | 155. | The rights to indemnification and advancement of expenses conferred on any Indemnified Person as set out<br>above will not be exclusive of any other rights that any Indemnified Person may have or hereafter acquire pursuant to an agreement with<br>the Company or otherwise. | | --- | --- |
Non-Recognition Of Trusts
| 156. | Subject to the proviso hereto, no Person shall be recognised by the Company as holding any Share upon<br>any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice<br>thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or<br>as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder<br>registered in the Register; provided that, notwithstanding the foregoing, the Company shall be entitled to recognise any such interests<br>as shall be determined by the Directors. |
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Business Combination Requirements
| 157. | Notwithstanding any other provision of the Articles, the Articles under this heading “Business Combination<br>Requirements” shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur<br>of the consummation of any Business Combination and the distribution of the Trust Fund pursuant to Article 164(a). In the event of a conflict<br>between the Articles under this heading “Business Combination Requirements” and any other Articles, the provisions of the<br>Articles under this heading “Business Combination Requirements” shall prevail. |
|---|---|
| 158. | Prior to the consummation of any Business Combination, the Company shall either: |
| --- | --- |
| (a) | submit such Business Combination to its Members for approval; or |
| --- | --- |
| (b) | provide Members with the opportunity to have their Public Shares redeemed or repurchased by means of a<br>tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, calculated<br>as of two business days prior to the consummation of the Company’s initial Business Combination, including interest earned on the<br>Trust Fund (net of amounts withdrawn from interest accrued to fund the Company’s expenses), less income taxes payable, divided by<br>the number of Public Shares then in issue. |
| --- | --- |
| 159. | If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange<br>Act in connection with a proposed Business Combination, it shall file tender offer documents with the SEC prior to completing such Business<br>Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights<br>as is required under Regulation 14A of the Exchange Act. |
| --- | --- |
| 160. | If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the<br>Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, not pursuant<br>to the tender offer rules, and will file such proxy materials with the SEC. |
| --- | --- |
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| --- | | 161. | At a general meeting called for the purposes of approving a Business Combination pursuant to these Articles<br>the Company shall be authorised to consummate a Business Combination by Ordinary Resolution. | | --- | --- | | 162. | Any Member holding Public Shares may, contemporaneously with any vote on a Business Combination, elect<br>to have their Public Shares redeemed for cash (the “IPO Redemption”); provided that no such Member acting together<br>with any affiliate or any other person with whom such Member is acting in concert or as a “group” (as defined under Section<br>13 of the Exchange Act) may exercise this redemption right with respect to more than an aggregate of 20.0% of the Public Shares without<br>the consent of the Company; provided further that any holder that holds Public Shares beneficially through a nominee must identify itself<br>to the Company in connection with any redemption election in order to validly redeem such Public Shares. In connection with any vote held<br>to approve a proposed Business Combination, holders of Public Shares seeking to exercise their redemption rights will be required to either<br>tender their certificates (if any) to the Company’s transfer agent or to deliver their shares to the transfer agent electronically<br>using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up<br>to two business days prior to the initially scheduled vote on the proposal to approve a Business Combination. If so demanded, the Company<br>shall pay any such redeeming Member, regardless of whether he or she is voting for or against such proposed Business Combination, a per-Share<br>redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund calculated as of two business days prior<br>to the consummation of a Business Combination, including interest earned on the Trust Fund (net of amounts withdrawn from interest accrued<br>to fund the Company’s expenses), less income taxes payable divided by the number of Public Shares then in issue (such redemption<br>price being referred to herein as the “Redemption Price”). | | --- | --- | | 163. | The Redemption Price shall be paid promptly following the consummation of the relevant Business Combination.<br>If the proposed Business Combination is not approved or completed for any reason then such redemptions shall be cancelled and share certificates<br>(if any) returned to the relevant Members as appropriate. | | --- | --- | | 164. | | --- | | (a) | In the event that the Company does not consummate a Business Combination by the date 24 months from the<br>closing of the IPO, or such earlier date as the board of Directors may approve or such later date as the Members of the Company may approve<br>in accordance with these Articles, the Company shall: | | --- | --- | | (i) | cease all operations except for the purpose of winding up; | | --- | --- | | (ii) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,<br>at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the<br>Trust Fund (net, with respect to interest income, of amounts withdrawn to fund the Company’s expenses or income taxes payable and<br>up to $100,000 to pay winding up and dissolution expenses), divided by the number of Public Shares then in issue, which redemption will<br>completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any);<br>and | | --- | --- | | (iii) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s<br>remaining Members and the Directors, liquidate and dissolve, | | --- | --- |
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subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In the event that the Company is wound up for any reason prior to the consummation of a Business Combination, the Company shall also be required to follow the procedures outlined in sub-articles (ii) and (iii) of this Article 164(a).
| (b) | If any amendment is made to Article 164(a) that would modify the substance or timing of the Company’s<br>obligation to provide holders of Class A Shares the right to have their shares redeemed in connection with the initial Business Combination<br>or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within 24 months from the closing<br>of the IPO, or such earlier date as the board of Directors may approve or such later date as the Members of the Company may approve in<br>accordance with these Articles, or with respect to any other material provision relating to the rights of holders of Class A Shares or<br>pre-initial Business Combination activity, each holder of Public Shares shall be provided with the opportunity to redeem their Public<br>Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in<br>the Trust Fund, including interest earned on the Trust Fund (net of amounts withdrawn from interest accrued to fund the Company’s<br>expenses), less income taxes payable, divided by the number of Public Shares then in issue. |
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| 165. | Except for amounts withdrawn from interest accrued to fund the Company’s expenses or income taxes<br>payable and up to $100,000 to pay winding up and dissolution expenses, none of the funds held in the Trust Fund shall be released from<br>the Trust Fund until the earlier of an IPO Redemption pursuant to Article 162, a repurchase of Shares by means of a tender offer pursuant<br>to Article 158(b), a distribution of the Trust Fund pursuant to Article 164(a) or an amendment under Article 164(b). In no other circumstance<br>shall a holder of Public Shares have any right or interest of any kind in the Trust Fund. |
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| 166. | Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 14<br>where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior<br>to or in connection with the Company’s initial Business Combination, the Company shall not issue additional Shares or any other<br>securities that would entitle the holders thereof to: (i) receive funds from the Trust Fund; or (ii) vote as a class with the holders<br>of Public Shares on any Business Combination. |
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| 167. | The Company must complete one or more Business Combinations having an aggregate fair market value of at<br>least 80% of the assets held in the Trust Fund (excluding the amount of deferred underwriting discounts held in the Trust Fund and income<br>taxes payable on the interest on the Trust Fund) at the time of the Company’s signing a definitive agreement in connection with<br>a Business Combination. An initial Business Combination must not be effectuated solely with another blank cheque company or a similar<br>company with nominal operations. In the event the Company enters into a Business Combination with<br>an entity that is affiliated with the Sponsor, Officers or Directors, the Company, or a committee of independent directors (as defined<br>pursuant to the rules and regulations of the Designated Stock Exchange), will obtain an opinion from independent investment banking firm<br>or another independent entity that commonly renders valuation opinions that such a Business Combination is fair to the Company from a<br>financial point of view. |
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| 168. | A Director may vote in respect of any Business Combination in which such Director has a conflict of interest<br>with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors. |
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| --- | | 169. | The Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified,<br>the Audit Committee shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise<br>cause compliance with the terms of the IPO. | | --- | --- | | 170. | The Company may enter into a Business Combination with a target business that is affiliated with the Sponsor,<br>the Directors or Officers of the Company if such transaction is approved by a majority of the independent directors (as defined pursuant<br>to the rules and regulations of the Designated Stock Exchange) and the directors that did not have an interest in such transaction. | | --- | --- |
Business Opportunities
| 171. | In recognition and anticipation of the facts that: (a) directors, managers, officers, members, partners,<br>managing members, employees and/or agents of one or more other organizations, including members of the Investor Group (each of the foregoing,<br>an “Officer and Director Related Person”) may serve as Directors and/or Officers of the Company; and (b) such organisations<br>(the “Officer and Director Related Entities”) and the Investor Group engage, and may continue to engage in the same<br>or similar activities or related lines of business as those in which the Company, directly or indirectly, and/or other business activities<br>that overlap with or compete with those in which the Company, directly or indirectly, may engage, the Articles under this heading “Business<br>Opportunities” are set forth to regulate and define the conduct of certain affairs of the Company as they may involve the Members<br>and the Officer and Director Related Persons, and the powers, rights, duties and liabilities of the Company and its Officers, Directors<br>and Members in connection therewith. |
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| 172. | To the fullest extent permitted by law, the Investor Group, the Officer and Director Related Entities<br>and the Officer and Director Related Persons shall have no duty to refrain from engaging directly or indirectly in the same or similar<br>business activities or lines of business as the Company. To the fullest extent permitted by law, the Company renounces any interest or<br>expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which (i) may<br>be a corporate opportunity for any of the Investor Group or the Officer and Director Related Entities, on the one hand, and the Company,<br>on the other, or (ii) the presentation of which would breach an existing legal obligation of a Director or Officer to any other entity.<br>To the fullest extent permitted by law, the Investor Group, Officer and Director Related Entities and the Officer and Director Related<br>Persons shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company<br>or its Members for breach of any fiduciary duty as a Member, Director and/or Officer of the Company solely by reason of the fact that<br>such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another<br>Person, or does not communicate information regarding such corporate opportunity to the Company and further, the Company hereby waives<br>any claim or cause of action it may have with respect to the foregoing. |
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| 173. | Except as provided elsewhere in these Articles, the Company hereby renounces any interest or expectancy<br>of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate<br>opportunity for both the Company and another entity, including any of the Investor Group or any Officer and Director Related Entity, about<br>which a Director and/or Officer of the Company acquires knowledge. |
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| 174. | To the extent a court might hold that the conduct of any activity related to a corporate opportunity that<br>is renounced by the foregoing Articles to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest<br>extent permitted by law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent<br>permitted by law, the provisions of the Articles under the heading “Business Opportunities” apply equally to activities conducted<br>in the future and that have been conducted in the past. |
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Winding Up
| 175. | If the Company shall be wound up the liquidator shall apply the assets of the Company in such manner and<br>order as they think fit in satisfaction of creditors’ claims. |
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| 176. | If the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution divide<br>amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property<br>of the same kind or not) and may, for such purpose set such value as they deem fair upon any property to be divided as aforesaid and may<br>determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the<br>like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator,<br>with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any assets whereon there is any liability. |
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Amendment Of Articles Of Association
| 177. | Subject to the Companies Act and the rights attaching to the various Classes, the Company may at any time<br>and from time to time by Special Resolution alter or amend these Articles in whole or in part. |
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| 178. | Prior to the closing of an initial Business Combination, Articles 96 and 183 may only be amended if approved<br>by a resolution passed by the affirmative vote of least 90% of the votes cast by such Members as, being entitled to do so, vote in person<br>or, where proxies are allowed, by proxy at the applicable general meeting of the Company. |
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Closing of register or fixing record date
| 179. | For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote<br>at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend,<br>or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may, by any means in accordance with<br>the requirements of any Designated Stock Exchange, provide that the Register shall be closed for transfers for a stated period which shall<br>not exceed in any case 40 days. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled<br>to receive notice of, attend or vote at a meeting of Shareholders the Register shall be so closed for at least ten days immediately preceding<br>such meeting and the record date for such determination shall be the date of the closure of the Register. |
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| 180. | In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date<br>for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders<br>and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within<br>90 days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination. |
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| 181. | If the Register is not so closed and no record date is fixed for the determination of those Shareholders<br>entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment<br>of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend<br>is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders<br>that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article 181, such<br>determination shall apply to any adjournment thereof. |
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Registration By Way Of Continuation
| 182. | The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction<br>outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance<br>of a resolution adopted pursuant to this Article 182, the Directors may cause an application to be made to the Registrar of Companies<br>to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered<br>or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation<br>of the Company. |
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| 183. | Prior to the conversion of the Class B Shares, only the holders of the Class B Shares shall be entitled<br>to vote with respect to any vote or votes to continue the Company in a jurisdiction outside the Cayman Islands in accordance with Article<br>182 (including, but not limited to, the approval of the organisational documents of the Company in such other jurisdiction). |
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Mergers and Consolidation
| 184. | The Company may merge or consolidate in accordance with the Companies Act. |
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| 185. | To the extent required by the Companies Act, the Company may by Special Resolution resolve to merge or<br>consolidate the Company. |
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disclosure
| 186. | The Directors, or any authorised service providers (including the Officers, the Secretary and the registered<br>office agent of the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which<br>the Shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, information<br>contained in the Register and books of the Company. |
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Exclusive Jurisdiction and Forum
| 187. | Unless the Company consents in writing to the selection of an alternative forum,<br>the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the<br>Memorandum of Association, the Articles or otherwise related in any way to each Member’s shareholding in the Company, including<br>but not limited to: |
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| (a) | any derivative action or proceeding brought on behalf of the Company; |
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| (b) | any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director,<br>Officer or other employee of the Company to the Company or the Members; |
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| (c) | any action asserting a claim arising pursuant to any provision of the Companies Act, the Memorandum of<br>Association or the Articles; or |
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| (d) | any action asserting a claim against the Company governed by the “Internal Affairs Doctrine”<br>(as such concept is recognised under the laws of the United States of America) or otherwise concerning its internal affairs. |
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| 188. | Subject to Article 190 below, each Member irrevocably submits to the exclusive jurisdiction of the courts<br>of the Cayman Islands over all such claims or disputes. |
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| 189. | Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges<br>that damages alone would not be an adequate remedy for any breach of the exclusive jurisdiction and forum provisions set out above and<br>that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance<br>or other equitable relief for any threatened or actual breach of those provisions. |
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| 190. | Articles 187, 188 and 189 shall not apply to any action or suits brought to enforce any liability or duty<br>created by the U.S. Securities Act of 1933, as amended, the Exchange Act, or any claim for which<br>the federal district courts of the United States of America are, as a matter of the laws of the United States, the sole and exclusive<br>forum for determination of such a claim. |
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Exhibit 4.1
WARRANT AGREEMENT
This agreement (“Agreement”) is made as of September 11, 2025 between OTG Acquisition Corp. I, a Cayman Islands exempted company, with offices at 12003 Cielo Ct, Palm Beach Gardens, FL 33418 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Ordinary Share (as defined below) and one-half of one Public Warrant (as defined below) (together, a “Unit”, and collectively, the “Units”) and, in connection therewith, has determined to issue and deliver up to 10,000,000 redeemable warrants (including up to 11,500,000 redeemable warrants subject to the Over-allotment Option (as defined below)) to public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants (as defined below), the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (Reg. No. 333-289828) (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Ordinary Shares included in the Units; and
WHEREAS, on September 11, 2025 the Company entered into those certain Private Placement Unit Purchase Agreements with OTG Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and B. Riley Securities, Inc., Northland Securities, Inc. (d/b/a Northland Capital Markets) and Lake Street Capital Markets, LLC, the underwriters for the Offering (the “Underwriters”), respectively, pursuant to which the Sponsor and the Underwriters will purchase an aggregate of 700,000 private placement units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit (plus up to an aggregate of 75,000 additional Private Placement Units if the Underwriters exercise their Over-allotment Option in full) (the “Private Placement Unit Purchase Agreement”), each of such Private Placement Units comprised of one Ordinary Share and one-half of one private placement warrant (the “Private Placement Warrants”), simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto; and
WHEREAS, such 700,000 Private Placement Units will include 350,000 Private Placement Warrants (plus up to 37,500 additional Private Placement Warrants if the Underwriters exercise their Over-allotment Option in full and the Sponsor and the Underwriters purchase an aggregate of 775,000 Private Placement Units) and each Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described herein; and
WHEREAS, additional Private Placement Units may be issued by the Company upon conversion of working capital loans, as further described in the Prospectus; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
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NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Warrants.
2.1 Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, a director of the Company, the Chairman of the Board of Directors, Chief Executive Officer, the Chief Financial Officer, or other officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
2.2 Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.
2.3 Effect of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.
2.4 Registration.
2.4.1 Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.
2.4.2 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
2.5 Detachability of Warrants. The securities comprising the Units will not be separately transferable until the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier with the consent of B. Riley Securities, Inc. as representative of the Underwriters (the “Representative”), but in no event will the Representative allow separate trading of the securities comprising the Units until (i) the Company has filed a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering including the proceeds received by the Company from the exercise of the Underwriters’ over-allotment option in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading shall begin (the “Detachment Date”); provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.
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2.6 Private Placement Warrant and Working Capital Warrant Attributes. The Private Placement Warrants included in the Private Placement Units included in the Private Placement Unit Purchase Agreement and the Private Placement Warrants included in the Private Placement Units issuable by the Company upon conversion of working capital loans (such Private Placement Warrants, the “Working Capital Warrants”) will be issued in the same form as the Public Warrants; provided that the Private Placement Warrants and Working Capital Warrants may be exercised on a cashless basis in accordance with Section 3.3.1(d) and the Private Placement Warrants and Working Capital Warrants are not redeemable pursuant to Section 6.1. The Private Placement Warrants and Working Capital Warrants shall not become Public Warrants as a result of any transfer of the Private Placement Warrants or Working Capital Warrants, regardless of the transferee.
3. Terms and Exercise of Warrants.
3.1 Warrant Price. Each whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise”, to the extent permitted under this Agreement) at which the Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants.
3.2 Duration of Warrants. A Warrant may be exercised only during the period commencing 30 days after the consummation by the Company of a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement), and terminating at 5:00 p.m., New York City time on the earliest to occur of (i) five years from the consummation of a Business Combination, (ii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration Date”); provided, however, that, notwithstanding the foregoing, the Expiration Date for the Private Placement Warrants issued to the Underwriters shall not be more than five years after the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date. Except with respect to the Private Placement Warrants issued to the Underwriters, the Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.
3.3 Exercise of Warrants.
3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:
(a) in lawful money of the United States, by good certified check or wire payable to the Warrant Agent; or
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(b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days immediately following the date on which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof;
(c) in the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) Business Days after the closing of a Business Combination, by surrendering such Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or
(d) with respect to any Private Placement Warrant, by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value” (as defined in this Section 3.3.1(d)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this Section 3.3.1(d), the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent.
3.3.2 Issuance of Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered on a registration statement on Form S-1, Form S-3, Form F-1 or Form F-3, as applicable, following a Business Combination, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.
3.3.3 Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and registered in the Company’s register of members, shall be validly issued, fully paid and nonassessable (meaning that the holder thereof shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil)).
3.3.4 Date of Issuance. Each person in whose name any book entry position or certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books or book entry system are open.
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3.3.5 Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preference shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.
4. Adjustments.
4.1 Share Dividends; Share Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding Ordinary Shares is increased by a share dividend payable in Ordinary Shares, or by a consolidation, combination, sub-division or reclassification of Ordinary shares or similar event, then, on the effective date of such share dividend, consolidation, combination, sub-division or reclassification of Ordinary shares or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in issued and outstanding Ordinary Shares.
4.2 Aggregation of Shares. If after the date hereof, the number of issued and outstanding Ordinary Shares is decreased by a consolidation, combination, sub-division or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, sub-division, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Ordinary Shares.
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4.3 Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of Ordinary Shares a dividend or make a distribution in cash, securities or other assets of such Ordinary Shares (or other shares into which the Warrants are convertible), other than (a) as described in Section 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, as amended from time to time (the “Amended and Restated Memorandum and Articles of Association”) (i) to modify the substance or timing of the Company’s obligation to provide holders of Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period required by the Amended and Restated Memorandum and Articles of Association or (ii) with respect to any other material provision relating to the rights of holders of Ordinary Shares or pre-initial Business Combination activity, or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination within the time period required by the Amended and Restated Memorandum and Articles of Association and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this Section 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant).
4.4 Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.
4.5 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification also results in a change in the Ordinary Shares covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
4.6 Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued prior to the Offering and held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.
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4.7 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. To the extent the Company’s authorized share capital must be increased to ensure that it complies with its obligations under Section 7.3, the Company must (i) obtain the necessary approvals under its memorandum and articles of association to increase its authorized share capital, (ii) make the necessary changes to its memorandum and articles of association, and (iii) make the necessary filings with the Registrar of Companies in the Cayman Islands.
4.8 No Fractional Warrants or Shares. (i) The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and one-half of one Public Warrant. If, upon the detachment of Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder. (ii) Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder.
4.9 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
4.10 Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.
4.11 No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Class B Ordinary Shares into Ordinary Shares or the conversion of any Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Company’s Amended and Restated Memorandum and Articles of Association.
5. Transfer and Exchange of Warrants.
5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.
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5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.
5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.
5.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.
5.6 Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on or after the Detachment Date.
6. Redemption.
6.1 Redemption. Not less than all of the issued and outstanding Public Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Public Warrant (“Redemption Price”), provided that the last sales price of the Ordinary Shares equals or exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and provided that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of Ordinary Shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.
6.2 Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Public Warrants that are subject to redemption, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.
6.3 Exercise After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number of Ordinary Shares to be received upon exercise of the Public Warrants, including the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Public Warrants, the Redemption Price.
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7. Other Provisions Relating to Rights of Holders of Warrants.
7.1 No Rights as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.
7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.
7.3 Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
7.4 Registration of Ordinary Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the SEC a registration statement on Form S-1, Form S-3, Form F-1 or Form F-3, as applicable, for the registration, under the Act, of the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the Ordinary Shares issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.
8. Concerning the Warrant Agent and Other Matters.
8.1 Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.
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8.2 Resignation, Consolidation, or Merger of Warrant Agent.
8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.
8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.
8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.
8.3 Fees and Expenses of Warrant Agent.
8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.
8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.
8.4 Liability of Warrant Agent.
8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Secretary or Chairman of the Board of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct, or bad faith.
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8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.
8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of Warrants.
9. Miscellaneous Provisions.
9.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.
9.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:
OTG Acquisition Corp. I
12003 Cielo Ct
Palm Beach Gardens, FL 33418
Attention: Scott Troeller, Chief Executive Officer
with a copy to:
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Attention: Daniel Forman, Esq.
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Compliance Department
9.3 Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
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Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
9.4 Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Underwriters with respect to Sections 7.4, 9.4, 9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.
9.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.
9.6 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
9.7 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.
9.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, or (ii) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of at least a majority of the then outstanding Public Warrants. Notwithstanding the foregoing, (a) any amendment to the terms of the Private Placement Warrants shall only require the consent of the Company and the holders of a majority of the Private Placement Warrants, (b) the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders, and (c) the Company may in its sole discretion and at any time allow or require the exercise of the Warrants on a “cashless basis” without the consent of any registered holders.
9.9 Trust Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established by the Company in connection with the Offering (as more fully described in the Registration Statement) (“Trust Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company and not against the property held in the Trust Account.
9.10 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Exhibit A – Form of Warrant Certificate
Exhibit B – Legend
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.
| OTG ACQUISITION CORP. I | |
|---|---|
| By: | /s/ Scott Troeller |
| Name: | Scott<br> Troeller |
| Title: | Chief<br> Executive Officer and Director |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, | |
| as<br> Warrant Agent | |
| By: | /s/ Steven Vacante |
| Name: | Steven Vacante |
| Title: | Vice<br> President |
| *\[Signature Page to Warrant Agreement\]* |
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EXHIBIT A
[Form of Warrant Certificate]
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
OTG Acquisition Corp. I
IncorporatedUnder the Laws of the Cayman Islands
CUSIP [●]
Warrant Certificate
ThisWarrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value per share (“Ordinary Shares”), of OTG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
The initial Exercise Price per one Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement. In addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of a Warrant has delivered a notice contemplated by subsection 3.5.5 of the Warrant Agreement, neither the Company nor the Warrant Agent shall issue to Holder, and Holder may not acquire, any right it might have to acquire, a number of Ordinary Shares upon exercise of any Warrant to the extent that, upon such exercise, the number of Ordinary Shares then beneficially owned by Holder would exceed the Maximum Percentage of Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5. of the Warrant Agreement.
Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.
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This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
| OTG ACQUISITION CORP. I | |
|---|---|
| By: | |
| Name: | Scott<br> Troeller |
| Title: | Chief<br> Executive Officer and Director |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, | |
| as<br> Warrant Agent | |
| By: | |
| Name: | |
| Title: |
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[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [ ] Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of September 11, 2025 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashlessexercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement on Form S-1, Form S-3, Form S-1 or Form F-3 covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares is current and such Ordinary Shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of the residence of the holder, except through “cashless exercise” as provided for in the Warrant Agreement.
The Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.
The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
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Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [ ] Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of OTG Acquisition Corp. I (the “Company”) in the amount of $[ ] in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Ordinary Shares be delivered to [ ] whose address is [ ]. If said [ ] number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ].
In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) or Section 6.1 of the Warrant Agreement, as applicable.
In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(d) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(d) of the Warrant Agreement.
In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ].
[Signature Page Follows]
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Date: [ ], 20
| (Signature) | |
|---|---|
| (Address) | |
| (Tax<br> Identification Number) | |
| Signature<br> Guaranteed: |
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
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EXHIBIT B
LEGEND
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG OTG ACQUISITION CORP. I (THE “COMPANY”), OTG ACQUISITION SPONSOR LLC AND THE OTHER PARTIES THERETO (THE “LETTER AGREEMENT”), THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 OF THE LETTER AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.
NO. [ ] WARRANT
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Exhibit 10.1
September 11, 2025
OTG Acquisition Corp. I
12003 Cielo Court
Palm Beach Gardens, Florida 33418
Re: Initial Public Offering
Ladies and Gentlemen:
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between OTG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), B. Riley Securities, Inc., Northland Securities, Inc. (d/b/a Northland Capital Markets) and Lake Street Capital Markets, LLC (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 units of the Company (including 3,000,000 units that may be purchased to cover over-allotments, if any, pursuant to the terms of the Underwriting Agreement), each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of a redeemable warrant to purchase one Ordinary Share as provided for by the warrant agreement (the “Warrant Agreement”) to be entered into with Continental Stock Transfer & Trust Company, as warrant agent, in connection with the consummation of the Public Offering (such units, the “Public Units”). The Public Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OTG Acquisition Sponsor LLC (the “Sponsor”) and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”) hereby agree with the Company as follows:
1. Definitions. As used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities; (ii) “FounderShares” shall mean the 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share, issued and outstanding prior to the consummation of the Public Offering; (iii) “Private Placement Units” shall mean the units that will be acquired by the Sponsor and the Underwriters for an aggregate purchase price of $7,000,000 (or up to $7,750,000 if the Underwriters exercise the option to purchase additional Public Units in full) in private placements that shall close simultaneously with the consummation of the Public Offering; (iv) “Private Placement Warrants” shall mean the warrants that are included in the Private Placement Units and the terms of which are governed by the Warrant Agreement; (v) “Public Shareholders” shall mean the holders of Ordinary Shares initially included in the Public Units issued in the Public Offering or the holders of Public Units that were issued in the Public Offering and have not been separated; (vi) “Public Shares” shall mean the Ordinary Shares issued as part of the Public Units sold in the Public Offering; (vii) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited; (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (ix) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.
2. Representations and Warranties.
(a) The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, and, as applicable, to serve as an officer of the Company and/or a director on the Company’s board of directors (the “Board”), as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company or as a purchaser of Private Placement Units, as applicable.
(b) Each Insider that is also a director or officer of the Company represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such Insider’s background. Such Insider’s questionnaire furnished to the Company is true and accurate in all material respects. Each Insider represents and warrants that such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding; and such Insider has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
3. Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares, Ordinary Shares included in the Private Placement Units and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) (except with respect to any such Public Shares which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended, and any Commission interpretations or guidance relating thereto) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender to the Company any Ordinary Shares owned by it, him or her in connection therewith.
4. Failure to Consummate a Business Combination; Trust Account Waiver.
(a) The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of amounts to pay the Company’s taxes (which shall exclude the 1% U.S. federal excise tax that was implemented by the Inflation Reduction Act of 2022 if any is imposed on the Company) (such withdrawals, “Permitted Withdrawals”) and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agrees not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon implementation by the Board, following approval by the shareholders, of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released for Permitted Withdrawals, divided by the number of then-outstanding Public Shares. The Sponsor and each Insider acknowledge and agree that there will be no distribution from the Trust Account with respect to any warrants issued pursuant to the Warrant Agreement, all rights of which will terminate on the Company’s liquidation.
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(b) The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account as a result of any liquidation of the Company with respect to the Founder Shares and Ordinary Shares included in the Private Placement Units held by it, her or him, if any. The Sponsor and each Insider hereby further waives, with respect to any Founder Shares, Ordinary Shares included in the Private Placement Units and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with (x) the completion of the Company’s initial Business Combination, and (y) a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).
5. Lock-up; Transfer Restrictions.
(a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until one year after the completion of the Company’s initial Business Combination or the earlier of (A) subsequent to the Company’s initial Business Combination, the last reported sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share consolidations, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).
(b) Subject to the provisions set forth in paragraph 5(d), the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Units and the securities included therein until 30 days after the completion of an initial Business Combination.
(c) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of B. Riley Securities, Inc., as representative of the Underwriters (the “Representative”), Transfer any Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to the provisions set forth in paragraph 5(d) and to certain exceptions enumerated in Section 5(h)of the Underwriting Agreement.
(d) Notwithstanding the provisions set forth in paragraphs 5(a), (b) and (c), Transfers of the Founder Shares, any Ordinary Shares underlying the Founder Shares, Private Placement Units and securities included in the Private Placement Units, are permitted (a) to the Company’s officers or directors, any affiliates or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Units, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) pro rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s organizational documents; (g) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination; (i) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (j) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. For the avoidance of doubt, the transfers of Founder Shares, Private Placement Units, Private Placement Warrants and Ordinary Shares, including Ordinary Shares included in units or issued or issuable upon the exercise of the Private Placement Warrants or conversion of the Founder Shares shall be permitted regardless of whether a filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made with respect to such transfers.
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6. Remedies. The Sponsor and each of the Insiders hereby agree and acknowledge that (i) the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor or an Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 8 and 9, (ii) monetary damages may not be an adequate remedy for such breach, and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
7. Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.
8. Indemnification. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per Public Share due to reductions in the value of the trust assets, in each case net of interest that may be withdrawn for Permitted Withdrawals, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that an executed waiver is deemed to be unenforceable against a third party, the Indemnitor will not be responsible to the extent of any liability for such third-party or Target claims. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.
9. Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise its option to purchase additional Public Units within 45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares (excluding the Ordinary Shares included in the Private Placement Units) and Founder Shares outstanding at such time. The Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares (excluding the Ordinary Shares included in the Private Placement Units) and Founder Shares outstanding at such time.
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10. Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by (1) each Insider with respect to herself or himself, as applicable, to the extent she or he are the subject of any such change, amendment, modification or waiver, (2) the Company, and (3) the Sponsor. Changes, amendments, modifications or waivers to paragraph 5(c) pursuant to the immediately foregoing sentence (other than to correct a typographical error) shall also require the written consent of the Representative.
11. Assignment. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.
12. Third-Party Rights. Except as provided for in paragraph 6, nothing in this Letter Agreement under the Contracts (Rights of Third Parties) Act (As Revised), as amended, modified, re-enacted or replaced shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. Except as provided for in paragraph 6, all covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees. Notwithstanding any other term of this Letter Agreement, the consent of any person who is not a party to this Letter Agreement is not required for any amendment to, or variation, release, rescission or termination of this Letter Agreement.
13. Counterparts. This Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery by portable document format (PDF) of any executed counterpart of this Letter Agreement shall be equally as effective as delivery of a manually executed counterpart thereof. Any party delivering an executed counterpart by PDF shall also deliver a manually executed counterpart of this Letter Agreement, but failure to do so shall not affect the validity, enforceability or binding effect of this Letter Agreement.
14. Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall not affect the interpretation thereof.
15. Severability. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
16. Governing Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
17. Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic transmission.
18. Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall terminate in the event that the Public Offering is not consummated and closed by December 31, 2025; provided further that paragraph 8 and paragraphs 10 through 18 of this Letter Agreement shall survive such liquidation.
[SignaturePage Follows]
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| --- | | Sincerely, | | | --- | --- | | OTG ACQUISITION SPONSOR LLC | | | By: | /s/ Steven E. Siesser | | Name: | Steven<br> E. Siesser | | Title: | Managing<br> Member |
[Signature Page to Letter Agreement]
| INSIDERS: |
|---|
| /s/ Scott Troeller |
| Scott<br> Troeller |
| /s/ Joseph Dunfee |
| Joseph<br> Dunfee |
| /s/ Steven E. Siesser |
| Steven<br> E. Siesser |
| /s/ Wesley Cummins |
| Wesley<br> Cummins |
| /s/ Richard Nottenburg |
| Richard<br> Nottenburg |
[Signature Page to Letter Agreement]
| Acknowledged<br> and Agreed: | |
|---|---|
| OTG ACQUISITION CORP. I | |
| By: | /s/ Scott Troeller |
| Name: | Scott<br> Troeller |
| Title: | Chief<br> Executive Officer |
[Signature Page to Letter Agreement]
Exhibit10.2
INVESTMENTMANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 11, 2025 by and between OTG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WHEREAS, the Company’s registration statement on Form S-1, File No. 333-289828 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units, each such public unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”) and one-half of a redeemable warrant to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with B. Riley Securities, Inc., Northland Securities, Inc. (d/b/a Northland Capital Markets) and Lake Street Capital Markets, LLC, the underwriters of the Offering (the “Underwriters”) and a Business Combination Marketing Agreement with each of the Underwriters (the “BCMAs”); and
WHEREAS, as described in the Prospectus, $201,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) to OTG Acquisition Sponsor LLC and the Underwriters concurrently with the closing of the Offering (or $231,150,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares issued in the Offering as hereinafter provided (such funds to be delivered to the Trustee (and any interest subsequently earned thereon) in connection with the consummation of the Offering is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and
WHEREAS, pursuant to the BCMAs, a portion of the Property equal to $8,000,000, or $9,200,000 if the Underwriters’ over-allotment option is exercised in full, is attributable to fees that will be payable by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Fees”); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
- Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee located in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained by Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) In a timely manner, upon the written instruction of the Company, (i) hold funds uninvested as cash, (ii) deposit the Property into an interest bearing or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory to the Company, or (iii) invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3), and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S. government treasury obligations; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while account funds are invested or uninvested, the Trustee may earn bank credits or other consideration during such periods;
(d) Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property*,*” as such term is used herein;
(e) Promptly notify the Company and the Underwriters of all communications received by the Trustee with respect to any Property requiring action by the Company or in connection with the preparation of the Company’s financial statements or completion of the audit of the Company’s financial statements by the Company’s auditors;
(f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation of the Company’s financial statements or completion of the audit of the Company’s financial statements by the Company’s auditors;
(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;
(h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;
(i) Commence liquidation of the Trust Account only after and promptly following (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company and acknowledged and agreed to by the Underwriters, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable, and, in the case of ExhibitB, less up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of the Offering, or such earlier date as the Company’s board of directors may approve, and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, or (z) upon the end of a 30-day cure period after the date any additional amount of funds were required to be deposited in the Trust Account as a condition of any extension of such date approved by the Company’s shareholders but were not deposited; if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable, and up to $100,000 of interest income to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;
(j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property (excluding the 1% U.S. federal excise tax that was implemented by the Inflation Reduction Act of 2022 if any is imposed on the Company), which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so long as there is no reduction in the aggregate principal amount per share initially deposited in the Trust Account; plus any additional amounts required to be deposited for an extension of the last date to complete a business combination as a condition of any extension of such date approved by the Company’s shareholders; provided, however, that to the extent there is not sufficient interest income in the form of cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the principal per share amount initially deposited in the Trust Account (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;
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(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s amended and restated memorandum and articles of association; and
(l) Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), (j) or (k) above.
- Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;
(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;
(c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;
(d) In connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;
(e) Provide the Underwriters with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;
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(f) Unless otherwise agreed between the Company and the Underwriters, ensure that any Instruction Letter (as defined in ExhibitA) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Fees are paid directly to the account or accounts directed by the Underwriters on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person;
(g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement;
(h) If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a Shareholder Redemption Withdrawal Instruction in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option and properly tender their shares in connection with such Amendment; and
(i) Within five (5) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Fees.
- Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;
(b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto;
(d) Change the investment of any Property, other than in compliance with Section 1 hereof;
(e) Refund any depreciation in principal of any Property;
(f) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(g) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
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(h) Verify the accuracy of the information contained in the Registration Statement;
(i) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;
(j) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(k) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or
(l) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
Termination. This Agreement shall terminate as follows:
(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or
(b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).
- Miscellaneous.
(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.
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(b) This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.
(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class and which are represented in person or by proxy and are voted at a general meeting of the Company; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote for an Amendment), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a notice in writing signed by each of the parties hereto.
(d) The parties to this Agreement agree and acknowledge that the Company has no obligation to deposit any funds held outside of the Trust Account into the Trust Account for the benefit of the Beneficiaries following the deposit of the Property in connection with the consummation of the Offering. Holders of Public Shares have no rights to any funds held by the Company outside of the Trust Account upon or following their redemption pursuant to the Company’s amended and restated memorandum and articles of association or this Agreement.
(e) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(f) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
| Attn: | Francis Wolf and<br>Celeste Gonzalez |
|---|---|
| Email: | fwolf@continentalstock.com |
| cgonzalez@continentalstock.com |
if to the Company, to:
OTG Acquisition Corp. I
12003 Cielo Court
Palm Beach Gardens, Florida 33418
| Attn: | Scott<br> Troeller |
|---|---|
| Email: | scott@xipllc.com |
in each case, with copies to:
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
| Attn: | Daniel<br> Forman |
|---|---|
| Email: | dforman@lowenstein.com |
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and
B. Riley Securities, Inc.
110 East 59^th^ Street
New York, NY 10022
| Attention: | General<br> Counsel |
|---|
and
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
| Attn. | Joel<br> L. Rubinstein |
|---|---|
| Email: | joel.rubinstein@whitecase.com |
(g) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
(h) This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(i) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.
(j) Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriters are each a third-party beneficiary of this Agreement.
(k) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity without the prior written consent of the other.
[SignaturePage Follows]
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IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee | |
|---|---|
| By: | /s/ Francis Wolf |
| Name: | Francis<br> Wolf |
| Title: | Vice<br> President |
| OTG ACQUISITION CORP. I | |
| By: | /s/ Scott Troeller |
| Name: | Scott<br> Troeller |
| Title: | Chief<br> Executive Officer |
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SCHEDULEA
| Fee Item | Time and method of payment | Amount | |
|---|---|---|---|
| Initial acceptance fee | Initial closing of the Offering by wire transfer | $ | 2,000 |
| Annual fee | First year, initial closing of the Offering by wire transfer; <br> thereafter on the anniversary of the effective date of the Offering by wire transfer or check | $ | 8,000 |
| Transaction processing fee for disbursements to Company under Sections 1(i), (j) and (k) | Billed by Trustee to Company under Section 1 | $ | 150 |
| Paying Agent services as required pursuant to Section 1(i) and 1(k) | Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k) | Prevailing rates |
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| --- |
EXHIBITA
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
| Re: | Trust Account—Termination<br>Letter |
|---|
Dear Mr. Wolf & Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between OTG Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of September 11, 2025 (the “TrustAgreement”), this is to advise you that the Company has entered into an agreement with [●] (the “TargetBusiness”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Underwriters (with respect to the Deferred Fees) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Underwriters will earn any interest or dividends.
On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by the Company and the Underwriters with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to Public Shareholders who properly exercised their redemption rights and payment of the Deferred Fees directly to the account or accounts directed by the Underwriters from the Trust Account (the “InstructionLetter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.
In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.
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| --- | | Very truly yours, | | --- | | OTG Acquisition Corp. I | | By: | | Name: | | Title: | | Agreed and acknowledged by: | | B. Riley Securities, Inc. | | By: | | Name: | | Title: |
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EXHIBITB
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
| Re: | Trust<br> Account—Termination Letter |
|---|
Dear Mr. Wolf & Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between OTG Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September 11, 2025 (the “TrustAgreement”), this is to advise you that the Company has been unable to effect a business combination with a target business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [●], 20[ ]^1^ as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.
| Very truly yours, | |
|---|---|
| OTG Acquisition Corp. I | |
| By: | |
| Name: | |
| Title: | |
| cc: | B.<br> Riley Securities, Inc. |
| --- | --- |
^1^ 24 months after the closing date of the Offering, such earlier date as the Company’s board of directors may approve, or such later date as the Company’s shareholders may approve.
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EXHIBITC
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
| Re: | Trust Account—Tax<br> Payment Withdrawal Instruction |
|---|
Dear Mr. Wolf & Ms. Gonzalez:
Pursuant to Section 1(j) of the Investment Management Trust Agreement between OTG Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September 11, 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
[WIREINSTRUCTION INFORMATION TO BE INCLUDED]
| Very truly yours, | |
|---|---|
| OTG Acquisition Corp. I | |
| By: | |
| Name: | |
| Title: | |
| cc: | B. Riley Securities,<br>Inc. |
| --- | --- |
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| --- |
EXHIBITD
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
| Re: | Trust Account—Shareholder<br>Redemption Withdrawal Instruction |
|---|
Dear Mr. Wolf & Ms. Gonzalez:
Pursuant to Section 1(k) of the Investment Management Trust Agreement between OTG Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September 11, 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[●] of the proceeds of the Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the shareholders that have requested redemption of their shares in connection with such Amendment.
[WIREINSTRUCTION INFORMATION TO BE INCLUDED]
| Very truly yours, | |
|---|---|
| OTG Acquisition Corp. I | |
| By: | |
| Name: | |
| Title: | |
| cc: | B. Riley Securities,<br>Inc. |
| --- | --- |
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Exhibit10.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2025, is made and entered into by and among OTG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), OTG Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), B. Riley Securities, Inc. (“B. Riley”), Northland Securities, Inc. (d/b/a Northland Capital Markets) (“Northland”) and Lake Street Capital Markets, LLC (together with Northland and B. Riley, the “IPO Underwriters” and the IPO Underwriters and the Sponsor, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
RECITALS
WHEREAS, the Sponsor currently owns 5,750,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “ClassB Ordinary Shares”) and up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the Underwriters of the IPO (defined below) exercises its over allotment option (described further below);
WHEREAS, the Class B Ordinary Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (“OrdinaryShares”), at the time of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association, as may be amended from time to time;
WHEREAS, on September 11, 2025, the Company and the Sponsor and the Company and the underwriters, respectively, entered into those certain Private Placement Units Purchase Agreements, pursuant to which the Sponsor and the underwriters agreed to purchase, in the aggregate, 700,000 units (or up to 775,000 units if the option to purchase additional Ordinary Shares in connection with the Company’s initial public offering (the “IPO”) is exercised in full by the underwriter of such offering) (such units, the “PrivatePlacement Units”), each Private Placement Unit being comprised of one Ordinary Share (such Ordinary Shares, the “PrivatePlacement Shares”) and one-half of one redeemable warrant (the “Private Placement Warrants”) to purchase one Ordinary Share (the “Warrant Shares”) and to be governed by the Warrant Agreement to be entered into with Continental Stock Transfer & Trust Company in connection with the consummation of the IPO;
WHEREAS, in order to finance the Company’s transaction costs in connection with an intended Business Combination (as defined below), the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers or directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into Private Placement Units at a price of $10.00 per Private Placement Unit at the option of the lender (such Private Placement Units, the “Working CapitalUnits”); and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Article 1
DEFINITIONS
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
“AdverseDisclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal 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 Recitals hereto.
“Board” shall mean the Board of Directors of the Company.
“BusinessCombination” shall mean any merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities, involving the Company.
“Commission” shall mean the U.S. Securities and Exchange Commission.
“Company” shall have the meaning given in the Recitals hereto.
“DemandRegistration” shall have the meaning given in subsection 2.1.1.
“DemandingHolder” shall have the meaning given in subsection 2.1.1.
“ExchangeAct” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“FormS-1” shall have the meaning given in subsection 2.1.1.
“FormS-3” shall have the meaning given in subsection 2.3.1.
“FounderShares” shall mean the Class B Ordinary Shares and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.
“FounderShares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending one year after the completion of the Company’s initial Business Combination or the earlier of (A) subsequent to the Company’s initial Business Combination, the last reported sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
“Holders” shall have the meaning given in the Recitals hereto.
“InsiderLetter” shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s officers, directors and director nominees.
“IPO” shall have the meaning given in the Recitals hereto.
“MaximumNumber of Securities” shall have the meaning given 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 case of a Prospectus, in the light of the circumstances under which they were made) not misleading.
“Nominee” is defined in Section 5.1.1.
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“OrdinaryShares” shall have the meaning given in the Recitals hereto.
“PermittedTransferees” 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 the Insider Letter, the Private Placement Units Purchase Agreements and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.
“PiggybackRegistration” shall have the meaning given in subsection 2.2.1.
“PrivatePlacement Lock-up Period” shall mean, with respect to the Private Placement Units that are held by the Sponsor or its Permitted Transferees, the period ending thirty (30) days after the completion of the Company’s initial Business Combination.
“PrivatePlacement Shares” shall have the meaning given in the Recitals hereto.
“PrivatePlacement Units” shall have the meaning given in the Recitals hereto.
“PrivatePlacement Warrants” shall have the meaning given in the Recitals hereto.
“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) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any such Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Units, (c) the Private Placement Shares, (d) the Private Placement Warrants, (e) the Warrant Shares, (f) the Working Capital Units and the Private Placement Shares and Private Placement Warrants included therein, (g) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, and (h) any other equity security of the Company issued or issuable with respect to any such Ordinary Shares by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (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; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. Registrable Securities include any warrants, shares or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Registrable Securities.
“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 Ordinary Shares are then listed;
(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);
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(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 or the Takedown Requesting Holder initiating an Underwritten Shelf Takedown.
“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.
“Representative” shall mean B. Riley Securities, Inc.
“RequestingHolder” shall have the meaning given in subsection 2.1.1.
“SecuritiesAct” shall mean the Securities Act of 1933, as amended from time to time.
“Shelf” shall have the meaning given in subsection 2.3.1.
“Sponsor” shall have the meaning given in the Recitals hereto.
“SubsequentShelf Registration” shall have the meaning given in subsection 2.3.2.
“TakedownRequesting Holder” shall have the meaning given in subsection 2.3.3.
“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.
“UnderwrittenShelf Takedown” shall have the meaning given in subsection 2.3.3.
“WarrantShares” shall have the meaning given in the Recitals hereto.
“WorkingCapital Units” shall have the meaning given in the Recitals hereto.
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Article 2
REGISTRATIONS
2.1 Demand Registration.
2.1.1 Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, (i) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities or (ii) the Representative on behalf of the IPO Underwriters or their designees or Permitted Transferees (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within five (5) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration by the Representative on behalf of the IPO Underwriters or their designees or Permitted Transferees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.
2.1.2 Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated. Notwithstanding the foregoing, the Representative may not exercise any demand registration rights after five (5) years from the commencement of sales in the Company’s initial public offering, and may not exercise any demand rights on more than one occasion.
2.1.3 Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.
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2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number ofSecurities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
2.1.5 Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.
2.2 Piggyback Registration.
2.2.1 Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than seven (7) 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 three (3) 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 notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3. Notwithstanding the foregoing, the IPO Underwriters may not exercise any “piggyback” registration rights after seven (7) years from the effective date of the Company’s initial public offering.
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2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (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 on the respective number of Registrable Securities that each Holder has so requested exercising its rights to register its Registrable Securities pursuant to subsection 2.2.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
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2.3 Shelf Registrations.
2.3.1 The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or similar short form registration statement that may be available at such time (“FormS-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within three (3) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than ten (10) days after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $20,000,000. The Company shall maintain each 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 such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.
2.3.2 If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including on such Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the Holders.
2.3.3 At any time and from time to time after a Shelf has been declared effective by the Commission, each of the Sponsor and the IPO Underwriters may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor and the Takedown Requesting Holders (if any) shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
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2.3.4 If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor, the IPO Underwriters and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor, the IPO Underwriters and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor and the IPO Underwriters that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of the Takedown Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.
2.3.5 The Sponsor and the IPO Underwriters and the Takedown Requesting Holders (if any) shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this subsection 2.3.5.
2.4 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 and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.
Article 3
COMPANY PROCEDURES
3.1 General Procedures. If at any time on or after the date the Company consummates an initial Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;
3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
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3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
3.1.6 provide for a transfer agent, warrant agent and registrar, as applicable, 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;
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 (other than by way of a document incorporated by reference) 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 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 representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
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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);
3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the 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.
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 he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.
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3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to the Company), 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, neither the Representative nor any of the other IPO Underwriters or their designees or Permitted Transferees may exercise any of their rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years from the commencement of sales in the Company’s initial public offering, respectively.
Article 4
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in the 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.
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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 he, she or 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.
4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
Article 5
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, telecopy 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, telecopy 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: 12003 Cielo Court, Palm Beach Gardens, Florida 33418, Attention: Scott Troeller, with copy to scott@xipllc.com and with copy to Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020, Attention: Daniel Forman, dforman@lowenstein.com and, if to any Holder, at such Holder’s address or facsimile number 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.
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5.2 Assignment; No Third Party Beneficiaries.
5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
5.2.2 Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in 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.
5.3 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.
5.4 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
5.5 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.
5.6 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
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5.7 WAIVEROF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT,COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THISAGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE ORENFORCEMENT HEREOF.
5.8 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question (which majority must include the Representative if such amendment or modification is material and adverse to the IPO Underwriters), 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 (1) 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.
5.9 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
5.10 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.
5.11 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
5.12 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
5.13 Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) the date as of which no Registrable Securities remain outstanding. The provisions of Section 3.5 and Article IV shall survive any termination.
[SIGNATURE PAGE FOLLOWS]
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INWITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
| COMPANY: | |
|---|---|
| OTG ACQUISITION CORP. I | |
| By: | /s/ Scott Troeller |
| Name: | Scott<br> Troeller |
| Title: | Chief<br> Executive Officer |
| HOLDERS: | |
| OTG ACQUISITION SPONSOR LLC | |
| By: | /s/ Steven E. Siesser |
| Name: | Steven<br> E. Siesser |
| Title: | Managing<br> Member |
| B. RILEY SECURITIES, INC. | |
| By: | /s/ Jimmy Baker |
| Name: | Jimmy<br> Baker |
| Title: | Co-Chief<br> Executive Officer |
| NORTHLAND SECURITIES, INC. (D/B/A NORTHLAND CAPITAL MARKETS) | |
| By: | /s/ David Levine |
| Name: | David<br> Levine |
| Title: | Co-Head<br> of Investment Banking |
| LAKE STREET CAPITAL MARKETS, LLC | |
| By: | /s/ Mike Townley |
| Name: | Mike<br> Townley |
| Title: | Chief<br> Executive Officer |
[SignaturePage to Registration Rights Agreement]
Exhibit10.4
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 11, 2025, is entered into by and between OTG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and OTG Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each such Public Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share, and one-half of one redeemable warrant to purchase one Class A ordinary share to be governed by the Warrant Agreement to be entered into with Continental Stock Transfer & Trust Company in connection with the consummation of the Public Offering (the “Warrant Agreement”), as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-289828 under the Securities Act of 1933, as amended (the “Securities Act”).
WHEREAS, the Purchaser has agreed to purchase an aggregate of 500,000 units (and up to 45,000 additional units if the underwriters in the Public Offering exercise their option to purchase additional Public Units in full) (the “Private Placement Units”), each such Private Placement Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “PrivatePlacement Share”), and one-half of one warrant (the “Private Placement Warrants”) to purchase Class A ordinary shares (the “Private Warrant Shares”), as provided by the Warrant Agreement.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section1. Authorization, Purchase and Sale; Terms of the Private Placement Units.
A. Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units and the securities included therein, including any Private Warrant Shares issuable upon exercise of the Private Placement Warrants, to the Purchaser.
B. Purchase and Sale of the Private Placement Units.
(i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 500,000 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $5,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a financial institution to be chosen by the Company, and (ii) $3,000,000 to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee, in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Units purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.
(ii) On the date of any closing of the option to purchase additional Public Units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 45,000 Private Placement Units (or, to the extent the option to purchase additional Public Units is not exercised in full, a lesser number of Private Placement Units in proportion to the portion of the option that is exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $450,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to any Option Closing Date. On each Option Closing Date (if any), subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.
C. Terms of the Private Placement Units.
(i) The Private Placement Units are substantially identical to the Public Units to be offered in the Public Offering except that (a) the Private Placement Units and the securities included therein will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units and the securities included therein are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.
(ii) On the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “RegistrationRights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units, the Private Placement Shares, the Private Placement Warrants and the Private Warrant Shares issuable upon exercise of the Private Placement Warrants.
Section2. Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:
A. Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement or the Warrant Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and the Private Placement Units and the securities included therein, including the Private Placement Shares, the Private Placement Warrants and the Private Warrant Shares issuable upon exercise of the Private Placement Warrants, have been duly authorized by the Company as of the date hereof. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement and the Warrant Agreement, as applicable, the Private Placement Units, the Private Placement Shares, the Private Placement Warrants and the Private Warrant Shares issuable upon exercise of the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Units, the issuance and sale of the Private Placement Units and the securities included therein and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the amended and restated memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering) or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as applicable, and upon registration in the Company’s register of members, the Private Placement Units and the securities included therein will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Units, the Private Placement Shares and the Private Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as applicable, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Units and the securities included therein once the Private Placement Units are separated, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.
E. Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
Section3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, (e) require authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, or any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Investment Representations.
(i) The Purchaser is acquiring the Private Placement Units for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
(iii) The Purchaser understands that the Private Placement Units are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Private Placement Units.
(iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act.
(v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Private Placement Units which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Private Placement Units involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Private Placement Units.
(vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Private Placement Units or the fairness or suitability of the investment in the Private Placement Units by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private Placement Units.
(vii) The Purchaser understands that: (a) the Private Placement Units, the securities included therein and the exercise of the Private Placement Warrants have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Private Placement Units, the securities included therein and the exercise of the Private Placement Warrants under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Private Placement Units and the securities included therein despite technical compliance with the requirements of such Rule, and the Private Placement Units and the securities included therein can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act.
(viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Units and is able to bear the economic risk of an investment in the Private Placement Units in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Private Placement Units. The Purchaser can afford a complete loss of its investments in the Private Placement Units.
(ix) The Purchaser understands that the Private Placement Units and any Private Placement Shares included in the Private Placement Units shall bear the following legend and appropriate “stop transfer restrictions”:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP.”
The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.
Section4. Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Units are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.
B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.
C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
D. Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration Rights Agreement, in the form of Exhibit B hereto, on terms satisfactory to the Purchaser.
Section5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.
B. Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.
C. Corporate Consents. The Company shall have obtained the consent of its board of directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Units hereunder.
D. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
E. Warrant Agreement. The Company shall have entered into the Warrant Agreement.
Section6. Miscellaneous.
A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).
B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.
D. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction.
F. Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
[Signaturepage follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
| COMPANY: | |
|---|---|
| OTG ACQUISITION CORP. I | |
| By: | /s/ Scott Troeller |
| Name: | Scott<br> Troeller |
| Title: | Chief<br> Executive Officer |
| PURCHASER: | |
| OTG ACQUISITION SPONSOR LLC | |
| By: | /s/ Steven E. Siesser |
| Name: | Steven<br> E. Siesser |
| Title: | Managing<br> Member |
EXHIBIT A
Warrant Agreement
EXHIBIT B
Form of Registration Rights Agreement
Exhibit10.5
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 11, 2025, is entered into by and between OTG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and the Purchasers set forth on Schedule 1 hereto (the “Purchasers”).
WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each such Public Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share, and one-half of one redeemable warrant to purchase one Class A ordinary share to be governed by the Warrant Agreement to be entered into with Continental Stock Transfer & Trust Company in connection with the consummation of the Public Offering (the “Warrant Agreement”), as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-289828 under the Securities Act of 1933, as amended (the “Securities Act”).
WHEREAS, each Purchaser has agreed to purchase such number of units set forth opposite such Purchaser’s name on Schedule 1 (and such number of additional units set forth opposite such Purchaser’s name on Schedule 1 if the underwriters in the Public Offering exercise the option to purchase additional Public Units in full) (the “Private Placement Units”), each such Private Placement Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Private PlacementShare”), and one-half of one warrant (the “Private Placement Warrants”) to purchase Class A ordinary shares (the “Private Warrant Shares”), as provided by the Warrant Agreement.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section1. Authorization, Purchase and Sale; Terms of the Private Placement Units.
A. Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units and the securities included therein, including any Private Warrant Shares issuable upon exercise of the Private Placement Warrants, to the Purchasers.
B. Purchase and Sale of the Private Placement Units.
(i) On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate 200,000 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $2,000,000 (the “PurchasePrice”). The Purchasers shall pay the Purchase Price by wire transfer of immediately available funds to the Company at a financial institution to be chosen by the Company, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Units purchased by each Purchaser on such date duly registered in each Purchaser’s name to such Purchaser or effect such delivery in book-entry form.
(ii) On the date of any closing of the option to purchase additional Public Units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “OptionClosing Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “ClosingDate”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate 30,000 Private Placement Units (or, to the extent the option to purchase additional Public Units is not exercised in full, a lesser number of Private Placement Units in proportion to the portion of the option that is exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $300,000 (the “Option PurchasePrice”). The Purchasers shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to any Option Closing Date. On each Option Closing Date (if any), subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased on such date duly registered in each Purchaser’s name to such Purchaser or effect such delivery in book-entry form.
C. Terms of the Private Placement Units.
(i) The Private Placement Units are substantially identical to the Public Units to be offered in the Public Offering except that (a) the Private Placement Units and the securities included therein will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “BusinessCombination”) so long as they are held by the applicable Purchaser or its permitted transferees and (b) the Private Placement Units and the securities included therein are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.
(ii) In addition to the restrictions on transfer described in (i), the Purchasers acknowledge and agree that the Private Placement Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement of sales in the Public Offering, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period except to any underwriter or selected dealer participating in the Public Offering and the officers or partners, registered persons or affiliates of the Purchasers and any such participating underwriter or selected dealer. Additionally, the Private Placement Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the commencement of sales in the Public Offering.
(iii) On the IPO Closing Date, the Company and the Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchasers relating to the Private Placement Units, the Private Placement Shares, the Private Placement Warrants and the Private Warrant Shares issuable upon exercise of the Private Placement Warrants.
(iv) Notwithstanding anything herein to the contrary, the Purchasers agree to (i) waive their redemption rights with respect to any Private Placement Shares included in any Private Placement Units and public shares they hold in connection with the completion of the initial Business Combination, (ii) to waive their redemption rights with respect to any Private Placement Shares included in any Private Placement Units and public shares in connection with the implementation by the directors of, and following a shareholder vote to approve, an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete the initial Business Combination within 24 months from the IPO Closing Date (as may be extended by shareholder approval to amend the Company’s amended and restated memorandum and articles of association) or (B) with respect to any other material provisions relating to (x) the rights of holders of the Company’s Class A ordinary shares or (y) pre-initial Business Combination activity, and (iii) waive their rights to liquidating distributions from the trust account with respect to any Private Placement Shares included in any Private Placement Units they hold if the Company fails to consummate an initial Business Combination within 24 months from the IPO Closing Date (as may be extended by shareholder approval to amend the Company’s amended and restated memorandum and articles of association) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within 24 months from the IPO Closing Date (as may be extended by shareholder approval to amend the Company’s amended and restated memorandum and articles of association)). In addition, the Purchasers agree to vote any Private Placement Shares included in any Private Placement Units held by them in favor of the initial Business Combination.
Section2. Representations and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and purchase the Private Placement Units, the Company hereby represents and warrants to the Purchasers (which representations and warranties shall survive each Closing Date) that:
A. Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement or the Warrant Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and the Private Placement Units and the securities included therein, including the Private Placement Shares, the Private Placement Warrants and the Private Warrant Shares issuable upon exercise of the Private Placement Warrants, have been duly authorized by the Company as of the date hereof. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement and the Warrant Agreement, as applicable, the Private Placement Units, the Private Placement Shares, the Private Placement Warrants and the Private Warrant Shares issuable upon exercise of the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Units, the issuance and sale of the Private Placement Units and the securities included therein and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the amended and restated memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering) or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as applicable, and upon registration in the Company’s register of members, the Private Placement Units and the securities included therein will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Units, the Private Placement Shares and the Private Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as applicable, and upon registration in the Company’s register of members, the Purchasers will have good title to the Private Placement Units and the securities included therein once the Private Placement Units are separated, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchasers.
D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.
E. Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
Section3. Representations and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Units to the Purchaser, each Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, (e) require authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, or any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Investment Representations.
(i) The Purchaser is acquiring the Private Placement Units for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
(iii) The Purchaser understands that the Private Placement Units are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Private Placement Units.
(iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act.
(v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Private Placement Units which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Private Placement Units involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Private Placement Units.
(vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Private Placement Units or the fairness or suitability of the investment in the Private Placement Units by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private Placement Units.
(vii) The Purchaser understands that: (a) the Private Placement Units, the securities included therein and the exercise of the Private Placement Warrants have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Private Placement Units, the securities included therein and the exercise of the Private Placement Warrants under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Private Placement Units and the securities included therein despite technical compliance with the requirements of such Rule, and the Private Placement Units and the securities included therein can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act.
(viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Units and is able to bear the economic risk of an investment in the Private Placement Units in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Private Placement Units. The Purchaser can afford a complete loss of its investments in the Private Placement Units.
(ix) The Purchaser understands that the Private Placement Units and any Private Placement Shares included in the Private Placement Units shall bear the following legend and appropriate “stop transfer restrictions”:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP.”
The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.
Section4. Conditions of Each Purchaser’s Obligations. The obligations of each Purchaser to purchase and pay for the Private Placement Units are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.
B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.
C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
D. Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration Rights Agreement, in the form of Exhibit B hereto, on terms satisfactory to the Purchasers.
Section5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of each Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.
B. Performance. The Purchasers shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchasers on or before such Closing Date.
C. Corporate Consents. The Company shall have obtained the consent of its board of directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Units hereunder.
D. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
E. Warrant Agreement. The Company shall have entered into the Warrant Agreement.
Section6. Miscellaneous.
A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchasers to affiliates thereof (including, without limitation one or more of its members).
B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.
D. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction.
F. Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
[Signaturepage follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
| COMPANY: | |
|---|---|
| OTG ACQUISITION CORP. I | |
| By: | /s/ Scott Troeller |
| Name: | Scott<br> Troeller |
| Title: | Chief<br> Executive Officer |
| PURCHASERS: | |
| B. RILEY SECURITIES, INC. | |
| By: | /s/ Jimmy Baker |
| Name: | Jimmy Baker |
| Title: | Co-Chief Executive Officer |
| NORTHLAND SECURITIES, INC. (D/B/A NORTHLAND CAPITAL MARKETS) | |
| By: | /s/ David Levine |
| Name: | David Levine |
| Title: | Co-Head of Investment Banking |
| LAKE STREET CAPITAL MARKETS, LLC | |
| By: | /s/ Mike Townley |
| Name: | Mike Townley |
| Title: | Chief Executive Officer |
SCHEDULE 1
Purchasers
| Purchaser | Private Placement Units | Additional Private Placement Units | ||
|---|---|---|---|---|
| B. Riley Securities, Inc. | 100,000 | 15,000 | ||
| Northland Securities, Inc. (d/b/a Northland Capital Markets) | 80,000 | 12,000 | ||
| Lake Street Capital Markets, LLC | 20,000 | 3,000 |
EXHIBIT A
Warrant Agreement
EXHIBIT B
Form of Registration Rights Agreement
Exhibit10.6
OTG ACQUISITION CORP. I
12003 Cielo Court
Palm Beach Gardens, Florida 33418
September 11, 2025
Expedition Infrastructure Partners, LLC
12003 Cielo Court
Palm Beach Gardens, Florida 33418
Ladies and Gentlemen:
This letter agreement (this “Agreement”) will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of OTG Acquisition Corp. I (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (the “BusinessCombination”) and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Expedition Infrastructure Partners, LLC (“XIP”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 12003 Cielo Court, Palm Beach Gardens, Florida 33418 (or any successor location). In exchange therefor, the Company shall pay XIP or one of its affiliates a sum of $20,000 per month commencing on the Effective Date and continuing monthly thereafter until the Termination Date.
Further, to the fullest extent permitted by applicable law, the Company agrees to defend, indemnify, hold harmless and exonerate (including the advancement of expenses to the fullest extent permitted by applicable law) XIP, its directors, officers, employees, principals, managers, partners, members, shareholders, equityholders, control persons, affiliates, agents, advisors, consultants and representatives (the “Indemnitees”), from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) (A) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) and/or (B) arising out of or relating to any of the Indemnitees’ activities in connection with the Company’s affairs, including, but not limited to, any such claims, made by the Company or another person, (i) arising out of or relating to the IPO or the Company’s operations or conduct of its business (including, for the avoidance of doubt, the consummation of a Business Combination or the provision of any services between the Company and any Indemnitee), (ii) in respect of any investment opportunities sourced by XIP and its affiliates, and/or (iii) against XIP alleging any expressed or implied management or endorsement by XIP of any of the Company’s activities or any express or implied association between XIP, on the one hand, and the Company or any of its other affiliates, on the other hand. The Indemnitee will promptly notify the Company in writing of any indemnified claim, provided that failure or delay to give such notice shall not relieve the Company of its indemnification obligations hereunder. The Company will, at its expense, undertake the defense of such claim with attorneys of its own choosing reasonably satisfactory in all respects to such Indemnitee, subject to the right of such Indemnitee to undertake such defense as hereinafter provided. An Indemnitee may participate in such defense with counsel of such Indemnitee’s choosing at the expense of the Company. In the event that the Company does not undertake the defense of any claim within a reasonable time after such Indemnitee has given the notice thereof, or in the event that such Indemnitee shall in good faith determine that the defense of any claim by the Company is inadequate or may conflict with the interest of any Indemnitee, such Indemnitee may, at the expense of the Company and after giving notice to the Company of such action, undertake the defense of the claim and compromise or settle the claim, all for the account of and at the risk of the Company. The Company shall pay all costs and expenses (including, without limitation, attorneys’ fees and costs of experts) incurred by the Indemnitee in connection with Indemnitee’s defense of any such claim promptly (and in any event within 10 days) after receipt of any statement therefor. In the defense of any claim against an Indemnitee, the Company shall not, except with the prior written consent of such Indemnitee, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the person or persons asserting such claim to such Indemnitee of an unconditional release from all liability on any of the matters that are the subject of such claim and an acknowledgement that such Indemnitee denies all wrongdoing in connection with such matters. The Company shall not be obligated to indemnify an Indemnitee against amounts paid in settlement of a claim if such settlement is effected by such Indemnitee without the prior written consent of the Company, which shall not be unreasonably withheld or delayed. If the indemnification provided for in this paragraph is for any reason not available to an Indemnitee as a matter of law in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such Indemnitee therefor, the Company shall contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (a) in such proportion as is appropriate to reflect the relative benefits to the Indemnitee, on the one hand, and the Company, on the other hand, of the subject matter of this Agreement or (b) if the allocation provided by clause (a) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (a) but also the relative fault of each of such Indemnitee and the Company, as well as any other relevant equitable considerations. Notwithstanding anything to the contrary set forth herein or otherwise, the Company acknowledges and agrees that each Indemnitee shall be an express third-party beneficiary of the provisions of this paragraph and any related provision hereof that is or may extend rights to such Indemnitee. For the avoidance of doubt, the Company’s indemnification obligations contained in this paragraph shall survive the Company’s consummation of a Business Combination.
XIP hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account that was established by the Company in connection with the consummation of the IPO (the “TrustAccount”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever. Accordingly, XIP acknowledges and agrees that any indemnification or advance of expenses required to be provided hereunder will only be paid by the Company (i) if prior to a Business Combination, to the extent that the Company has sufficient funds outside of the Trust Account to satisfy its obligations to provide such indemnification and advancement of expenses, or (ii) on or after the date that the Company consummates a Business Combination, and in both cases such indemnification and other payments shall accrue and become due and payable immediately upon the occurrence of either event in clauses (i) and (ii). XIP hereby agrees that any amounts for indemnification or the advancement of expenses required to be provided to the Indemnitees under this Agreement shall be offset against any amounts required to be paid by XIP to the Company pursuant to XIP’s indemnification obligations included in Section 8 of the letter agreement, dated the day hereof, by and among the Company and XIP.
This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
The parties may not assign this Agreement and any of their rights, interests, or obligations hereunder without the consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This Agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles that will apply the laws of another jurisdiction.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
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| --- | | Very truly yours, | | | --- | --- | | OTG ACQUISITION CORP. I | | | By: | /s/ Scott Troeller | | Name: | Scott<br> Troeller | | Title: | Chief<br> Executive Officer | | AGREED TO AND ACCEPTED BY: | | | EXPEDITION INFRASTRUCTURE PARTNERS, LLC | | | By: | /s/ Scott Troeller | | Name: | Scott<br> Troeller | | Title: | Managing<br> Member |
[SignaturePage to the Administrative Services and Indemnification Agreement]
Exhibit99.1
OTGAcquisition Corp. I Announces Pricing of $200,000,000 Initial Public Offering
NEWYORK, September 12, 2025 (GLOBE NEWSWIRE) – OTG Acquisition Corp. I (Nasdaq: OTGAU) (the “Company”), a special purpose acquisition company, today announced the pricing of its initial public offering of 20,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “OTGAU” beginning September 12, 2025. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “OTGA” and “OTGAW”, respectively.
The offering is expected to close on September 15, 2025, subject to customary closing conditions.
B. Riley Securities is serving as the lead book-running manager for the offering. Northland Capital Markets and Lake Street are serving as joint book-runners for the offering. The underwriters have been granted a 45-day option to purchase up to an additional 3,000,000 units offered by the Company to cover over-allotments, if any.
A registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission (“SEC”), and was declared effective on September 11, 2025. The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from B. Riley Securities, Inc., Attention: Prospectus Department, 1300 North 17th Street, Suite 1300, Arlington, Virginia 22209; Telephone: (703) 312-9580, or by emailing prospectuses@brileysecurities.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these 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.
AboutOTG Acquisition Corp. I
OTG Acquisition Corp. I is a public acquisition vehicle and intends to target companies in the digital infrastructure services sector where its management has extensive investment and operational experience. The Company expects to focus on sectors whose growth is primarily driven by the expansion of data centers, digital infrastructure, power generation, communication technology and their related ecosystems.
Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
InvestorContact
Scott Troeller
scott@xipllc.com
(917) 488-5629
Exhibit99.2
OTGAcquisition Corp. I Announces Closing of $230,000,000 Initial Public Offering
NEWYORK, September 15, 2025 (GLOBE NEWSWIRE) – OTG Acquisition Corp. I (Nasdaq: OTGAU) (the “Company”), a special purpose acquisition company, today announced the closing of its initial public offering of 23,000,000 units at $10.00 per unit, including 3,000,000 units sold pursuant to the full exercise of the underwriters’ over-allotment option. The offering resulted in gross proceeds of $230,000,000.
The units began trading on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “OTGAU” on September 12, 2025. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “OTGA” and “OTGAW”, respectively.
Concurrently with the closing of the initial public offering, the Company closed on private placements of an aggregate of 775,000 units at a price of $10.00 per unit, resulting in gross proceeds of $7,750,000. The private placement units are identical to the units sold in the initial public offering, subject to certain limited exceptions as described in the final prospectus.
OTG Acquisition Corp. I is led by its Chief Executive Officer, Scott Troeller, and its Chief Financial Officer, Joseph Dunfee, and will be supported by its strategic institutional advisor, Expedition Infrastructure Partners, LLC (“XIP”). XIP’s team’s expertise spans digital infrastructure, electrification, energy transition, grid resiliency, circular economy technologies and business services.
B. Riley Securities served as the lead book-running manager for the offering. Northland Capital Markets and Lake Street Capital Markets served as joint book-runners for the offering. The Klein Group, LLC, an affiliate of M. Klein and Company, a global strategic advisory firm, acted as capital markets advisor in connection with the offering.
A registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission (“SEC”), and was declared effective on September 11, 2025. The offering was made only by means of a prospectus. Copies of the final prospectus may be obtained from B. Riley Securities, Inc., Attention: Prospectus Department, 1300 North 17th Street, Suite 1300, Arlington, Virginia 22209; Telephone: (703) 312-9580, or by emailing prospectuses@brileysecurities.com.
Of the net proceeds received from the consummation of the initial public offering and simultaneous private placements, $231,150,000 ($10.05 per unit sold in the public offering) was placed in trust. An audited balance sheet of the Company as of September 15, 2025, reflecting receipt of the proceeds upon consummation of the initial public offering and the private placements will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the SEC.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these 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.
AboutOTG Acquisition Corp. I
OTG Acquisition Corp. I is a public acquisition vehicle and intends to target companies in the digital infrastructure services sector where its management has extensive investment and operational experience. The Company expects to focus on sectors whose growth is primarily driven by the expansion of data centers, digital infrastructure, power generation, communication technology and their related ecosystems.
Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds of the initial public offering and simultaneous private placements. No assurance can be given that the net proceeds of the initial public offering and simultaneous private placements will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
InvestorContact
Scott Troeller
scott@xipllc.com
(917) 488-5629