Form 8-K
8-K — Columbus Acquisition Corp/Cayman Islands
Accession: 0001213900-26-107578
Filed: 2026-10-07
Period: 2026-10-01
CIK: 0002028201
SIC: 6770 (BLANK CHECKS)
Item: Entry into a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Material Modifications to Rights of Security Holders
Item: Changes in Control of Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — ea0307944-8k_columbus.htm (Primary)
EX-10.1 — FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED AS OF OCTOBER 1, 2026, BY AND AMONG WISESAT.SPACE HOLDINGS CORP., COLUMBUS ACQUISITION CORP, AND THE UNDERSIGNED THEREIN (ea030794401ex10-1.htm)
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8-K — CURRENT REPORT
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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
October 1, 2026
Date of Report (Date of earliest event reported)
COLUMBUS ACQUISITION CORP
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
001-42485
N/A
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
14 Prudential Tower
Singapore
049712
(Address of Principal Executive Offices)
(+1) 949 899 1827
Registrant’s telephone number, including
area code
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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, consisting of one ordinary share, $0.0001 par value, and one Right to acquire one-seventh of one ordinary share
COLAU
The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share
COLA
The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-seventh of one ordinary share
COLAR
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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Introductory Note
On October 1, 2026 (the “Closing
Date”), Columbus Acquisition Corp, a Cayman Islands exempted company (“CAC”) and WISeSat.Space Holdings Corp., a British
Virgin Islands business company (“Pubco”) consummated (the “Closing”) the previously announced business combination
(the “Business Combination”), pursuant to that certain business combination agreement, dated as of Novemer 9, 2025 (as amended
on August 6, 2026, the “Business Combination Agreement”) by and among (i) CAC, (ii) Pubco, (iii) WISeSat Merger Sub Corp.,
a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) WISeSat.Space Corp., a British
Virgin Islands business company (the “Target”), (v) WISeKey International Holding Ltd., a Swiss company, (vi) pursuant to
a Joinder Agreement, dated as of December 12, 2025, SEALSQ Corp, a British Virgin Islands business company, and (vii) pursuant to a Joinder
Agreement, dated as of September 30, 2026, Maxim Partners LLC (“Maxim” “Maxim” and together with WISeKey and SEALSQ,
the “Sellers”). Pursuant to the Closing, CAC merged with and into Merger Sub, with CAC surviving such merger (the “Merger”),
and each of CAC and the Target became direct, wholly-owned subsidiaries of Pubco.
In connection to the Closing
of the Business Combination, Pubco’s ordinary shares (“Pubco Ordinary Shares”) began trading on The Nasdaq Stock Market
LLC (“Nasdaq”) under the ticker symbol “SAIQ,” on October 2, 2026.
Item 1.01. Entry into a Material Definitive
Agreement
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. In connection with the consummation
of Business Combination, the parties to the Business Combination entered into the following agreements:
Registration Rights Agreement
Simultaneously with the Closing,
CAC, Pubco, the Sponsor, and certain other member of CAC’s board of directors and/or management team entered into an amendment and
restatement of CAC’s existing Registration Rights Agreement (the “A&R Registration Rights Agreement”). Pursuant
to the A&R Registration Rights Agreement, among other matters, Pubco assumes the registration obligations of CAC under CAC’s
existing Registration Rights Agreement, such rights apply to Pubco Shares (as defined below), and Pubco insiders, including the Sellers,
will be provided with registration rights thereunder.
The foregoing
description of the A&R Registration Rights Agreement is qualified in its entirety by reference to the full text of the A&R
Registration Rights Agreement which is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Acknowledgement Letters
Simultaneously with the Closing,
CAC entered into certain closing acknowledgment letter confirming the payment of certain transaction expenses at the Closing. Simultaneously
with the Closing, Pubco entered into certain PIPE closing acknowledgment letter confirming the closing of the PIPE Investment (as defined
in the definitive proxy statement/prospectus filed by CAC with the Securities and Exchange Commission on August 19, 2026, as supplemented
(the “Proxy Statement”)) occurred on October 1, 2026.
1
Item 2.01. Completion of Acquisition or Disposition
of Assets.
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. On October 1, 2026, pursuant
to the Business Combination Agreement, the following transactions occurred at the effective time of the Merger (the “Effective Time”):
(a) Pubco acquired all of
the issued and outstanding ordinary shares, no par value of the Target and Class F ordinary shares of the Target in exchange for Pubco
Ordinary Shares and Class F ordinary shares, no par value, of Pubco (“Pubco Class F Shares,” collectively, with Pubco Ordinary
Shares, “Pubco Shares”), with the Target becoming a wholly owned subsidiary of Pubco and each shareholder of the Target becoming
a shareholder of Pubco; and
(b) Merger Sub merged with
and into CAC, with CAC continuing as the surviving company, as a result of which, CAC became a wholly owned subsidiary of Pubco.
As previously disclosed, in
connection with the special meeting of CAC stockholders, which special meeting was held on September 30, 2026 (the “Special Meeting”),
the public stockholders of CAC had the right to elect to redeem all or a portion of their common stock of CAC (“Public Shares”)
for a per share price calculated in accordance with the amended and restated certificate of incorporation of CAC as of the Closing. 2,515,182
Public Shares were redeemed in connection with the Special Meeting for the Business Combination.
Immediately following the
consummation of the Business Combination, on October 1, 2026, the issued share capital of Pubco consisted of 16,818,772 Pubco Ordinary
Shares and 12,997,400 Pubco Class F Shares.
The Pubco Ordinary Shares
commenced trading on Nasdaq under the ticker symbol “SAIQ” on October 2, 2026.
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security Holders.
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
On October 1, 2026, in connection
with the consummation of the Business Combination, Pubco notified Nasdaq that the Business Combination had become effective and requested
that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), on Form 25 (the “Form 25”) to notify the SEC that CAC’s ordinary shares,
rights and units were to be delisted and deregistered under Section 12(b) of the Exchange Act. As a result of the Business Combination
having become effective, Nasdaq determined to permanently suspend trading of CAC’s ordinary shares, rights and units prior to the
opening of trading on October 2, 2026. The deregistration will become effective 10 days from the filing of the Form 25, which occurred
on October 1, 2026. CAC intends to file a Form 15 with the SEC in order to complete the deregistration of CAC’s securities under
the Exchange Act.
Item 3.03. Material Modifications to Rights
of Security Holders.
To the extent required by
Item 3.03 of Form 8-K, the disclosure set forth in Items 1.01 and 2.01 of this Current Report is incorporated by reference in this Item
3.03.
2
Item 5.01. Changes in Control of Registrant.
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. To the extent required by
Item 5.01 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item
5.01.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. To the extent required by
Item 5.02 of Form 8-K, the disclosure set forth in Item 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item
5.02.
In connection with the consummation
of the Business Combination, each of Fen “Eric” Zhang, Jie “Janet” Hu, Cameron R. Johnson, Kevin McKenzie and
Qian “Hebe” Xu ceased to be director and/or officers of CAC. Carlos Moreira was appointed as the sole director of CAC concurrently
with the consummation of the Business Combination.
Following the consummation
of the Business Combination, Carlos Moreira, Gwenael Rouy-Poirier, David Fergusson, Peter Ward, Cristina Dolan, Philippe D. Monnier, and
Cameron R. Johnson were appointed to serve as directors of Pubco, and the board of directors of Pubco appointed the following officers:
Carlos Moreira as Chief Executive Officer and Gwenael Rouy-Poirier as Chief Financial Officer.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information set forth
the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
In connection with the consummation
of the Business Combination, at the Effective Time of the Business Combination, CAC adopted an amended and restated certificate of incorporation
which are substantially in the form as described in the Proxy Statement, in accordance with CAC becoming a wholly-owned subsidiary of
Pubco in connection with the Merger.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No.
Description of Exhibits
10.1
Form of Amended and Restated Registration Rights Agreement, dated as of October 1, 2026, by and among WISeSat.Space Holdings Corp., Columbus Acquisition Corp, and the undersigned therein.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
3
SIGNATURES
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.
Columbus Acquisition Corp
By:
/s/ Carlos Moreira
Name:
Carlos Moreira
Title:
Sole Director
Dated: October 7, 2026
4
EX-10.1 — FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED AS OF OCTOBER 1, 2026, BY AND AMONG WISESAT.SPACE HOLDINGS CORP., COLUMBUS ACQUISITION CORP, AND THE UNDERSIGNED THEREIN
EX-10.1
Filename: ea030794401ex10-1.htm · Sequence: 2
Exhibit
10.1
Amended
and Restated REGISTRATION RIGHTS AGREEMENT
THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 1, 2026,
by and among (i) WISeSat.Space Holdings Corp., a British Virgin Islands company (including any successor entity thereto, “Pubco”),
(ii) Columbus Acquisition Corp., a Cayman Islands exempted company (together with its successors, “CAC”),
(iii) Hercules Capital Management VII Corp., a British Virgin Islands company (“Sponsor”), (iv) each
of the undersigned parties that were “Investors” under the Original Agreement (as defined below), together with the limited
partners of Sponsor that are parties hereto (the “CAC LPs”) (collectively, other than Sponsor under the Original
Agreement, the “CAC Insiders” and together with Sponsor, the “CAC Investors”), (v)
WISeKey International Holdings Limited, a Swiss corporation (together with its successors, including after its anticipated domestication
to the British Virgin Islands, “Seller”), and (vi) the undersigned parties listed as “Insiders”
on the signature pages hereto (the “Insiders”, and together with Seller, the “Exchange Investors”,
and the CAC Investors and the Exchange Investors being each an “Investor”, and collectively the “Investors”).
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the BCA (defined below).
WHEREAS,
the Sponsor holds an aggregate of 29,737 ordinary shares, par value $0.0001 per share, of CAC, the CAC LPs together hold an aggregate
of 1,325,235 ordinary shares, par value $0.0001 per share, of CAC, and the former and current directors of CAC, who are included among
the CAC Insiders, collectively hold an aggregate of 36,000 ordinary shares, par value $0.0001 per share, of CAC (collectively with such
shares held by the Sponsor and the CAC LPs, the “Founder Shares”), and the Sponsor holds an aggregate of 234,290
units of CAC that were issued to Sponsor in a private placement that was consummated substantially concurrently with the IPO on
January 24, 2025 (the “Private Units”), each unit consisting of one ordinary share and one right to receive
one-seventh of one ordinary share upon the consummation of CAC’s business combination;
WHEREAS,
CAC and Sponsor are parties to that certain Registration Rights Agreement dated as of January 22, 2025 (the “Original Agreement”),
pursuant to which CAC granted certain registration rights to Sponsor and CAC Insiders with respect to CAC’s securities;
WHEREAS,
on November 9, 2025, CAC, Pubco, the Seller, WISeSat Merger Sub Corp., a Cayman Islands exempted company and a wholly-owned subsidiary
of Pubco (“Merger Sub”), WISeSat.Space Corp., a British Virgin Islands business company (the “Company”),
entered into a certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “BCA”);
WHEREAS,
pursuant to the BCA and subject to the terms and conditions thereof, upon the consummation of the transactions contemplated thereby (the
“Closing”), among other matters, (a) Pubco will acquire all of the issued and outstanding shares of the Company
from Seller in exchange for Pubco Ordinary Shares and Pubco Class F Shares (“Exchange Shares”), such that the
Company will become a wholly owned subsidiary of Pubco and the Seller will become a shareholder of Pubco, and immediately thereafter
(the “Share Exchange”); (b) Merger Sub will merge with and into CAC, with CAC continuing as the surviving company
(the “Merger”), as a result of which, (i) CAC shall become a wholly owned subsidiary of Pubco; and (ii) each
issued and outstanding security of CAC immediately prior to the effective time of the Merger shall no longer be outstanding and shall
automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco;
and (c) immediately after the consummation of the Merger, the Seller may, in its sole discretion, distribute to the Seller’s shareholders
(the “Parent Shareholders”) a number of Pubco Class A ordinary shares equal to up to ten percent (10%) of the
Exchange Shares (the “Seller Distribution”), all upon the terms and subject to the conditions set forth in
the BCA and in accordance with the provisions of applicable Law;
WHEREAS,
simultaneously with the execution and delivery of the BCA, Seller entered into a lock-up agreement with Pubco and CAC (the “Seller
Lock-Up Agreement”), pursuant to which Seller agreed not to transfer its Exchange Shares for a certain period of time after
the Closing other than the Seller Distribution;
WHEREAS,
simultaneously with the execution and delivery of the BCA, Exchange Investors, Pubco, CAC and the CAC Investors entered into certain
registration rights agreement on November 9, 2025 (“First Amended and Restated Registration Agreement”), which
amended and restated the Original Agreement;
WHEREAS,
Sponsor distributed Founder Shares to the CAC LPs on August 24, 2026, as a result of which, the CAC LPs became holders of CAC Ordinary
Shares, and effective as of October 1, 2026, the CAC LPs entered into a joinder to the Insider Letter Amendment (as defined below) (the
“Insider Letter Joinder”); and
WHEREAS,
the parties hereto desire to amend and restate the First Amended and Restated Registration Agreement in its entirety in the form of this
Agreement in order to add certain CAC LPs as parties and to revise the terms thereof in order to reflect the transactions contemplated
by the BCA, including the issuance of the Pubco Shares thereunder, and to provide the CAC LPs with certain rights relating to the registration
of the Pubco Ordinary Shares received by them in exchange for their Founder Shares pursuant to the BCA.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS.
Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA. The following capitalized
terms used herein have the following meanings:
“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“BCA”
is defined in the recitals to this Agreement.
“CAC
Investor Registrable Securities” means an aggregate of 1,658,732 Pubco Ordinary Shares issued by Pubco under the BCA to
the CAC Investors for their Founder Shares, Private Units, and CAC Working Capital Units; and including any warrants, capital shares
or other securities of Pubco issued as a dividend or other distribution with respect to or in exchange for or in replacement or consideration
of the foregoing securities.
“CAC
Working Capital Units” means the units into which working capital loans extended to CAC by the Sponsor or affiliates of
the Sponsor or certain of the Company’s officers or directors may be convertible.
“Closing”
is defined in the recitals to this Agreement.
“Company”
is defined in the recitals to this Agreement.
“Demand
Registration” is defined in Section 2.1.1.
“Demanding
Holder” is defined in Section 2.1.1.
“Disinterested
Independent Director” means an independent director serving on Pubco’s board of directors at the applicable time
of determination that is disinterested in this Agreement (i.e., such independent director is not an Investor, an Affiliate of an Investor,
or an officer, director, manager, employee, trustee or beneficiary of an Investor or its Affiliate, nor an immediate family member of
any of the foregoing).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder,
all as the same shall be in effect at the time.
“Exchange
Investor” is defined in the preamble to this Agreement.
2
“Exchange
Investor Registrable Securities” means the Exchange Shares, including any warrants, capital shares or other securities
of Pubco issued as a dividend or other distribution with respect to or in exchange for or in replacement or consideration of the foregoing
securities.
“Exchange
Shares” is defined in the recitals to this Agreement.
“Indemnified
Party” is defined in Section 4.3.
“Indemnifying
Party” is defined in Section 4.3.
“Insider
Letter” means that certain letter agreement, dated as of January 22, 2025, by and among CAC, Sponsor, and the other parties
thereto, as amended by the Insider Letter Amendment.
“Insider
Letter Amendment” means that certain amendment to the Insider Letter dated November 9, 2025 by and among CAC, Sponsor and
the other parties thereto.
“Investor(s)”
is defined in the preamble to this Agreement, and include any transferee of the Registrable Securities (so long as they remain Registrable
Securities) of an Investor permitted under this Agreement and with respect to a Lock-Up Investor, its Lock-Up Agreement.
“Investor
Indemnified Party” is defined in Section 4.1.
“Lock-Up
Agreement” means, as to each Exchange Investor, the Seller Lock-Up Agreement, and as to the CAC Investors, the Insider
Letter Joinder.
“Maximum
Number of Securities” is defined in Section 2.1.4.
“Merger
Sub” is defined in the recitals to this Agreement.
“Original
Agreement” is defined in the recitals to this Agreement.
“Piggy-Back
Registration” is defined in Section 2.2.1.
“Pro
Rata” is defined in Section 2.1.4.
“Proceeding”
is defined in Section 6.9.
“Pubco”
is defined in the preamble to this Agreement, and shall include Pubco’s successors by merger, acquisition, reorganization or otherwise.
“Register,”
“Registered” and “Registration” mean a registration or offering 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.
“Registrable
Securities” means any of the Exchange Investor Registrable Securities and the CAC Investor Registrable Securities; provided
that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement
with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been
sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Pubco and subsequent
public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding;
or (d) such securities are freely saleable under Rule 144 without volume limitations. Notwithstanding anything to the contrary contained
herein, a Person shall be deemed to be an “Investor holding Registrable Securities” (or words to that effect) under this
Agreement only if they are an Investor or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities)
of any Investor permitted under this Agreement and any applicable Lock-Up Agreement. The Registrable Securities of each Investor as of
the date of this Agreement are set forth on Annex A hereto.
3
“Registration
Statement” means a registration statement filed by Pubco with the SEC in compliance with the Securities Act and the rules
and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4, F-4 or Form S-8, or their
successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another
entity).
“Rule
144” means Rule 144 promulgated under the Securities Act.
“SEC”
means the United States Securities and Exchange Commission or any successor thereto.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, all
as the same shall be in effect at the time.
“Share
Exchange” is defined in the recitals to this Agreement.
“Seller
Distribution” is defined in the recitals to this Agreement.
“Seller
Lock-Up Agreement” is defined in the recitals to this Agreement.
“Short
Form Registration” is defined in Section 2.3.
“Specified
Courts” is defined in Section 6.9.
2. REGISTRATION
RIGHTS.
2.1 Demand
Registration.
2.1.1 Request
for Registration. At any time and from time to time after the Closing, (i) Investors holding a majority-in-interest of the Exchange
Investor Registrable Securities then issued and outstanding, or (ii) Investors holding a majority-in-interest of the CAC Investor Registrable
Securities, may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand
Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be
sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration,
Pubco will notify all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities
who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor
including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify Pubco
within fifteen (15) days after the receipt by the Investor of the notice from Pubco. Upon any such request, the Demanding Holders shall
be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos
set forth in Section 3.1.1. Pubco shall not be obligated under this Section 2.1.1 to effect more than (x) an aggregate
of two (2) Demand Registrations initiated by Investors holding Exchange Investor Registrable Securities and (y) an aggregate of two (2)
Demand Registrations initiated by Investors holding CAC Investor Registrable Securities. Notwithstanding anything in this Section
2.1 to the contrary, Pubco shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration had been
available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration,
(ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant
to this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of an
offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision
contained in the underwriting agreement for such offering.
4
2.1.2 Effective
Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with respect
to such Demand Registration has been declared effective and Pubco has complied in all material respects with its obligations under this
Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering
of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the SEC or any other
governmental agency or court, the Registration Statement with respect to such Demand Registration will 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 thereafter elect to continue the offering; provided, further, that Pubco shall not be obligated to file a second
Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.
2.1.3 Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and advise Pubco as part of their written demand for a Demand
Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten
offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration shall be conditioned
upon such Demanding Holder’s participation in such underwritten offering and the inclusion of such Demanding Holder’s Registrable
Securities in the underwritten offering to the extent provided herein. All Demanding Holders proposing to distribute their Registrable
Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters
selected for such underwritten offering by a majority-in-interest of the Investors initiating the Demand Registration and reasonably
acceptable to Pubco.
2.1.4 Reduction
of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises
Pubco and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire
to sell, taken together with all other Pubco Ordinary Shares or other securities which Pubco desires to sell and the Pubco Ordinary Shares
or other securities, if any, as to which Registration by Pubco has been requested pursuant to written contractual piggy-back registration
rights held by other security holders of Pubco who desire to sell, exceeds the maximum dollar amount or maximum number of shares that
can be sold in such 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 securities, as applicable, the “Maximum Number
of Securities”), then Pubco shall include in such Registration: (i) first, the Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (all pro rata in accordance with the number of securities that each applicable
Person has requested be included in such registration, regardless of the number of securities held by each such Person, as long as they
do not request to include more securities than they own (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 Pubco Ordinary Shares or other securities that Pubco desires to sell that can
be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested
pursuant to Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be
included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other
securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such
Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible
into Pubco Ordinary Shares (including Pubco Class F Shares) are included in the offering, the calculations under this Section 2.1.4
shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis.
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2.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to include
all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to Pubco and the underwriters or underwriter of their request to withdraw prior to the effectiveness
of the Registration Statement filed with the SEC with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration in such event, then such registration shall not count as
a Demand Registration provided for in Section 2.1.
2.2 Piggy-Back
Registration.
2.2.1 Piggy-Back
Rights. If, at any time after the Closing, Pubco proposes to file a Registration Statement under the Securities Act with respect
to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, by Pubco for its own account or for security holders of Pubco for their account (or by Pubco and by security
holders of Pubco including pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee
share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Pubco’s existing security holders,
(iii) for an offering of debt that is convertible into equity securities of Pubco, or (iv) for a dividend reinvestment plan, then Pubco
shall (x) give written notice of such proposed filing to Investors holding Registrable Securities as soon as practicable but in no event
less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included
in such offering or registration, the intended method(s) of distribution, and the name of the proposed managing underwriters or underwriter,
if any, of the offering, and (y) offer to Investors holding Registrable Securities in such notice the opportunity to register the sale
of such number of Registrable Securities as such Investors may request in writing within five (5) days following receipt of such notice
(a “Piggy-Back Registration”). To the extent permitted by applicable securities laws with respect to such registration
by Pubco or another demanding security holder, Pubco shall use its best efforts to cause (i) such Registrable Securities to be included
in such registration and (ii) the managing underwriters or underwriter of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of Pubco
and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All Investors holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that
involves an underwriters or underwriter shall enter into an underwriting agreement in customary form with the underwriters or underwriter
selected for such Piggy-Back Registration.
2.2.2 Reduction
of Offering. If the managing underwriters or underwriter for a Piggy-Back Registration that is to be an underwritten offering advises
Pubco and Investors holding Registrable Securities proposing to distribute their Registrable Securities through such Piggy-Back Registration
in writing that the dollar amount or number of Pubco Ordinary Shares or other Pubco securities which Pubco desires to sell, taken together
with the Pubco Ordinary Shares or other Pubco securities, if any, as to which registration has been demanded pursuant to written contractual
arrangements with Persons other than the Investors holding Registrable Securities hereunder, the Registrable Securities as to which registration
has been requested under this Section 2.2, and the Pubco Ordinary Shares or other Pubco securities, if any, as to which registration
has been requested pursuant to the written contractual piggy-back registration rights of other security holders of Pubco, exceeds the
Maximum Number of Securities, then Pubco shall include in any such registration:
(a) If
the registration is undertaken for Pubco’s account: (i) first, the Pubco Ordinary Shares or other securities that Pubco desires
to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Registrable Securities of Investors as to which registration has been requested
pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders
to be included in such registration, that 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 Pubco Ordinary Shares or other
equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements
with such Persons that can be sold without exceeding the Maximum Number of Securities;
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(b) If
the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1:
(i) first, the Pubco Ordinary Shares or other securities for the account of the Demanding Holders, Pro Rata among the holders thereof
based on the number of securities requested by such holders to be included in such registration, 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 Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number
of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i)
and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2,
Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that
can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account
of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can
be sold without exceeding the Maximum Number of Securities; and
(c) If
the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under
Section 2.1: (i) first, the Pubco Ordinary Shares or other securities for the account of the demanding Persons 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 Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding
the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section
2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration,
that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account
of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can
be sold without exceeding the Maximum Number of Securities.
In
the event that Pubco securities that are convertible into Pubco Ordinary Shares (including Pubco Class F Shares) are included in the
offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary
Share basis. Notwithstanding anything to the contrary above, to the extent that the registration of an Investor’s Registrable Securities
would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted
to exercise Piggy-Back Registration rights with respect to such registration and offering.
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2.2.3 Withdrawal.
Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to Pubco of such request to withdraw prior to the effectiveness of the Registration
Statement. Pubco (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual
obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement without any
liability to the applicable Investor, subject to the next sentence and the provisions of Section 4. Notwithstanding any such
withdrawal, Pubco shall pay all expenses incurred in connection with such Piggy-Back Registration as provided in Section 3.3 (subject
to the limitations set forth therein) by Investors holding Registrable Securities that requested to have their Registrable Securities
included in such Piggy-Back Registration.
2.3 Short
Form Registrations. After the Closing, any Investor(s) holding Registrable Securities may at any time and from time to time, request
in writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3 or F-3 or any similar short-form registration
which may be available at such time (“Short Form Registration”); provided, however, that Pubco shall not be
obligated to effect such request through an underwritten offering. Upon receipt of such written request, Pubco will promptly give written
notice of the proposed registration to all other Investors holding Registrable Securities, and, as soon as practicable thereafter, effect
the registration of all or such portion of such Investors’ Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities, if any, of any other Investors joining in such request as are specified in a written
request given within fifteen (15) days after receipt of such written notice from Pubco; provided, however, that Pubco shall not be obligated
to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration is not available to Pubco for such
offering; or (ii) if Investors holding Registrable Securities, together with the holders of any other securities of Pubco entitled to
inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the
public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations
effected pursuant to Section 2.1.
3. REGISTRATION
PROCEDURES.
3.1 Filings;
Information. Whenever Pubco is required to effect the registration of any Registrable Securities pursuant to Section 2, Pubco
shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s)
of distribution thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Filing
Registration Statement. Pubco shall use its best efforts to, after receipt of a request for a Demand Registration pursuant to Section
2.1, prepare and file with the SEC a Registration Statement on any form for which Pubco then qualifies or which counsel for Pubco
shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance
with the intended method(s) of distribution thereof, and shall use its reasonable efforts to cause such Registration Statement to become
effective and use its reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however, that
Pubco shall have the right to defer any Demand Registration for up to ninety (90) days, and any Piggy-Back Registration for such period
as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall
furnish to Investors requesting to include their Registrable Securities in such registration a certificate signed by the Chief Executive
Officer, Chief Financial Officer or Chairman of Pubco stating that, in the good faith judgment of the Board of Directors of Pubco, it
would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the filing
would require premature disclosure of material information which is not in the interests of Pubco to disclose at such time; provided
further, however, that Pubco shall not have the right to exercise the right set forth in the immediately preceding proviso more than
twice in any 365-day period in respect of a Demand Registration hereunder.
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3.1.2 Copies.
Pubco shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to
Investors holding Registrable Securities included in such registration, and such Investors’ 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 Investors holding Registrable Securities included in such registration or legal counsel for
any such Investors may request in order to facilitate the disposition of the Registrable Securities owned by such Investors.
3.1.3 Amendments
and Supplements. Pubco shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements
to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by
such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration
Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable Securities
as defined by this Agreement.
3.1.4 Notification.
After the filing of a Registration Statement, Pubco shall promptly, and in no event more than five (5) Business Days after such filing,
notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall further notify such
Investors promptly and confirm such advice in writing in all events within five (5) Business Days after the occurrence of any of the
following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement
becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Pubco shall take all actions required
to prevent the entry of such stop order or to remove it if entered); (iv) any request by the SEC for any amendment or supplement to such
Registration Statement or any prospectus relating thereto or for additional information; and (v) the occurrence of an event requiring
the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities
covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to
Investors holding Registrable Securities included in such Registration Statement any such supplement or amendment; except that before
filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by
reference, Pubco shall furnish to Investors holding Registrable Securities included in such Registration Statement and to the legal counsel
for any such Investors, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Investors
and legal counsel with a reasonable opportunity to review such documents and comment thereon; provided that such Investors and their
legal counsel must provide any comments promptly (and in any event within five (5) Business Days) after receipt of such documents.
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3.1.5 State
Securities Laws Compliance. Pubco shall use its reasonable 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 Investors
holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably
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 Pubco and do
any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Pubco
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but
for this paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction
where it is not then otherwise subject.
3.1.6 Agreements
for Disposition. To the extent required by an underwriting agreement or similar agreements, Pubco shall enter into reasonable customary
agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required
in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of Pubco
in any underwriting agreement which are made to or for the benefit of any underwriters, to the extent applicable, shall also be made
to and for the benefit of Investors holding Registrable Securities included in such Registration Statement. No Investor holding Registrable
Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement
except, if applicable, with respect to such Investor’s organization, good standing, authority, title to Registrable Securities,
lack of conflict of such sale with such Investor’s material agreements and organizational documents, and with respect to written
information relating to such Investor that such Investor has furnished in writing expressly for inclusion in such Registration Statement.
3.1.7 Cooperation.
The principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting officer of Pubco and all
other officers and members of the management of Pubco shall reasonably cooperate in any offering of Registrable Securities hereunder,
which cooperation shall include the preparation of the Registration Statement with respect to such offering and all other offering materials
and related documents, and participation in meetings with underwriters, attorneys, accountants and potential investors.
3.1.8 Records.
Pubco shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement, any underwriters
participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained
by any Investor holding Registrable Securities included in such Registration Statement or any underwriters, all financial and other records,
pertinent corporate documents and properties of Pubco, as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause Pubco’s officers, directors and employees to supply all information reasonably requested by any of them
in connection with such Registration Statement; provided that Pubco may require execution of a reasonable confidentiality agreement prior
to sharing any such information.
3.1.9 Opinions
and Comfort Letters. Pubco shall request its counsel and accountants to provide customary legal opinions and customary comfort letters,
to the extent so reasonably required by any underwriting agreement.
3.1.10 Earnings
Statement. Pubco shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available to
its shareholders if reasonably required, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months,
which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
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3.1.11 Listing.
Pubco shall use its best efforts to cause all Registrable Securities that are Pubco Ordinary Shares included in any registration to be
listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Pubco are then listed
or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Investors holding a majority-in-interest
of the Registrable Securities included in such registration.
3.1.12 Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000,
Pubco shall use its reasonable efforts to make available senior executives of Pubco to participate in customary “road show”
presentations that may be reasonably requested by the underwriters in any underwritten offering.
3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section
3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event
that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material
fact due to a bona fide business purpose, or upon any suspension by Pubco, pursuant to a written insider trading compliance program adopted
by Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s
securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any
registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering
such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv)
or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders”
to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such Investor will destroy all
copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable
Securities at the time of receipt of such notice.
3.3 Registration
Expenses. Subject to Section 4, Pubco shall bear all reasonable costs and expenses incurred in connection with any Demand
Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration
on Short Form Registration effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying
with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration
and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Pubco’s internal
expenses (including all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the
listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii)
fees and disbursements of counsel for Pubco and fees and expenses for independent certified public accountants retained by Pubco (including
the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii)
the reasonable fees and expenses of any special experts retained by Pubco in connection with such registration; and (ix) the reasonable
fees and expenses (up to a maximum of $30,000 in the aggregate in connection with such registration) of one legal counsel selected by
Investors holding a majority-in-interest of the Registrable Securities included in such registration for such legal counsel’s review,
comment and finalization of the proposed Registration Statement and other relevant documents. Pubco shall have no obligation to pay any
underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting
discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling security holders
and Pubco shall bear the expenses of the underwriters pro rata in proportion to the respective amount of securities each is selling in
such offering.
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3.4 Information.
Investors holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested
by Pubco, or the managing underwriters, if any, in connection with the preparation of such Registration Statement, including amendments
and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section
2 and in connection with the obligation to comply with federal and applicable state securities laws. Investors selling Registrable
Securities in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation
reasonably requested by Pubco or the managing underwriters.
4. INDEMNIFICATION
AND CONTRIBUTION.
4.1 Indemnification
by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor,
and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any,
who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor
Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or
several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the
sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of
or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to
action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained
in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco
shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified
Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided,
however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises
out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus,
or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in
writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any underwriters
of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such
underwriters on substantially the same basis as that of the indemnification provided above in this Section 4.1.
4.2 Indemnification
by Investors Holding Registrable Securities. Subject to the provisions of this Section 4.2 below, each Investor selling Registrable
Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable
Securities held by such selling Investor, indemnify and hold harmless Pubco, each of its directors and officers and each underwriters
(if any), and each other selling holder and each other Person, if any, who controls another selling holder or such underwriters within
the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as
such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material fact required to be stated
therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity
with information furnished in writing to Pubco by such selling Investor expressly for use therein (provided, however, that the indemnity
agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability
or action if such settlement is effected without the consent of the indemnifying Investor, such consent not to be unreasonably withheld,
delayed or conditioned), and shall reimburse Pubco, its directors and officers, each underwriter and each other selling holder or controlling
Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss,
claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall be several and not joint
and shall be limited to the amount of any net proceeds actually received by such selling Investor.
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4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify
such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or
action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the
Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim
or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel
satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control
of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided,
however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party
shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its
controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified
Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon
the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party (acting reasonably), consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in
respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out
of such claim or proceeding.
4.4 Contribution.
4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party
in respect of any loss, claim, damage, liability or action referred to herein, then each such 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 loss, claim, damage,
liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying
Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference
to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 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 the immediately
preceding Section 4.4.1.
13
4.4.3 The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section
4.4, no Investor holding Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the
net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Investor from the sale
of Registrable Securities which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.
5. RULE
144.
5.1 Rule
144. Pubco covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and
shall take such further action as Investors holding Registrable Securities may reasonably request, all to the extent required from time
to time to enable such Investors to sell Registrable Securities without registration under the Securities Act within the limitation of
the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule
or regulation hereafter adopted by the SEC. Upon the request of any holder of Registrable Securities, the Company shall deliver to such
Holder a written certification of a duly authorized officer as to (A) whether the Company has filed (i) all reports and other materials
required to be filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such
shorter period that the Company was required to file such reports and materials), other than Current Reports on Form 8-K and (ii) current
“Form 10 information” (within the meaning of Rule 144 under the Securities Act) with the SEC reflecting the Company’s
status as an entity that is no longer an issuer described in paragraph (i)(1)(i) of Rule 144 under the Securities Act and (B) the first
date that the Company filed “Form 10 information” (within the meaning of Rule 144 under the Securities Act) with the SEC.
6. MISCELLANEOUS.
6.1 Other
Registration Rights. Pubco represents and warrants that as of the date of this Agreement, no Person, other than the holders of Registrable
Securities, has any right to require Pubco to register any of Pubco’s share capital for sale or to include Pubco’s share
capital in any registration filed by Pubco for the sale of share capital for its own account or for the account of any other Person.
6.2 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated
by Pubco in whole or in part, unless Pubco first provides Investors holding Registrable Securities at least ten (10) Business Days’
prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless
Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be
unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Investors holding Registrable
Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to the extent of any transfer of Registrable
Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement; provided that no assignment by
any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have
received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco,
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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to
the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any rights or benefits
on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.
14
6.3 Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by email, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by
reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered
or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such
other address for a party as shall be specified by like notice):
If
to Pubco or (after the Closing) CAC:
WISeSat.Space
Holdings Corp.
General-Guisan-Strasse 6
CH-6300 Zug Switzerland
Attn: David Briffod
Telephone No.:
Email:
with
a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: Barry I. Grossman, Esq.
Matthew A. Gray, Esq.
Telephone No.: (212) 370-1300
Email: bigrossman@egsllp.com
mgray@egsllp.com
If
to Sponsor or any CAC Insider, to:
Hercules
Capital Management VII Corp.
14 Prudential Tower
Singapore 049712
Attn: Fen “Eric” Zhang, Chief Executive Officer
Telephone No.: (949) 899-1827
Email: eric.zhang@hercules.global.
with
a copy (which will not constitute notice) to:
Loeb
and Loeb LLP
345 Park Ave
New York, NY 10154
Attn: Ted Paraskevas
Telephone No: (212) 407-4971
Email: tparaskevas@loeb.com
If
to Seller, to:
WISeKey
International Holding Ltd.
General-Guisan-Strasse 6
CH-6300 Zug, Switzerland
Attn: David Briffod
Telephone No.:
Email:
with
a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: Barry I. Grossman, Esq.
Matthew A. Gray, Esq.
Telephone No.: (212) 370-1300
Email: bigrossman@egsllp.com
mgray@egsllp.com
If
to an Insider, to: the address set forth underneath such Insider’s name on the signature page.
with
a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: Barry I. Grossman, Esq.
Matthew A. Gray, Esq.
Telephone No.: (212) 370-1300
Email: bigrossman@egsllp.com
mgray@egsllp.com
15
6.4 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. Notwithstanding anything to the contrary contained
in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Pubco by a Person receiving Registrable
Securities in connection with the Closing, such Person failing to provide such signature shall not be a party to this Agreement or have
any rights or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this Agreement
as among such other parties.
6.5 Entire
Agreement. This Agreement (together with the BCA and the Lock-Up Agreements to the extent incorporated herein, and including all
agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and instruments delivered pursuant
hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written,
relating to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations
of the parties under the BCA, any other Ancillary Document. Without prejudice to the generality of the foregoing, this Agreement amends,
restates, supersedes and replaces in its entirety the First Amended and Restated Registration Agreement. All references to the First
Amended and Restated Registration Agreement in any other document shall, from and after the date hereof, be deemed to refer to this Agreement
(except to the extent, if any, that such interpretation would conflict with the terms of this Agreement as they refer or pertain to the
First Amended and Restated Registration Agreement).
6.6 Interpretation.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of
this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)
“including” (and with correlative meaning “include”) means including without limiting the generality of any description
preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii)
the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall
be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement;
and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting
of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provision of this Agreement.
16
6.7 Amendments;
Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of Pubco (after the
Closing by a majority of the Disinterested Independent Directors), Investors holding a majority-in-interest of the Exchange Investor
Registrable Securities, and Investors holding a majority-in-interest of the CAC Investor Registrable Securities; provided, that any amendment
or waiver of this Agreement which affects an Investor in a manner materially and adversely disproportionate to other Investors will also
require the consent of such Investor. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof.
No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to
be or construed as a further or continuing waiver of any such term, condition, or provision.
6.8 Remedies
Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the other parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance
of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power
granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being
required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each
such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.
6.9 Governing
Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York
without regard to the conflict of laws principles thereof. Each party hereto hereby (i) submits to the exclusive jurisdiction of
any state or federal court located in New York County, New York (or in any appellate court therefrom) (the “Specified Courts”)
for the purpose of any claim, action, litigation or other legal proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby (a “Proceeding”), and (b) irrevocably waives, and agrees not to assert by way of motion,
defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the
venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any
Specified Court. Each party agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons
and complaint and any other process in any Proceeding, on behalf of itself, or its property, by personal delivery of copies of such process
to such party at the applicable address set forth in Section 6.3. Nothing in this Section 6.9 shall affect the
right of any party to serve legal process in any other manner permitted by applicable Law.
6.10 WAIVER
OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM
OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
17
6.11 Authorization
to Act on Behalf of Pubco. The parties acknowledge and agree that from and after the Closing, the Disinterested Independent Directors,
by vote, consent, approval or determination of a majority of the Disinterested Independent Directors, are authorized and shall have the
sole right to act on behalf of Pubco under this Agreement, including the right to enforce Pubco’s rights and remedies under this
Agreement. Without limiting the foregoing, in the event that an Investor serves as a director, officer, employee or other authorized
agent of Pubco, such Investor shall have no authority, express or implied, to act or make any determination on behalf of Pubco in connection
with this Agreement or any dispute or Action with respect hereto.
6.12 Termination
of BCA. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this
Agreement shall only become effective upon the Closing. In the event that the BCA is validly terminated in accordance with its terms
prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and
the parties shall have no obligations hereunder.
6.13 Counterparts.
This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document transmission), each
of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
{REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW}
18
IN
WITNESS WHEREOF, the parties have caused this Amended and Restated Registration Rights Agreement to be executed and delivered as of the
date first written above.
Pubco:
WISESAT.SPACE
HOLDINGS CORP.
By:
/s/
Carlos Moreira
Name:
Carlos
Moreira
Title:
Director
CAC:
COLUMBUS
ACQUISITION CORP.
By:
/s/
Fen Zhang
Name:
Fen
Zhang
Title:
Chief
Executive Officer
Sponsor:
HERCULES
CAPITAL MANAGEMENT VII CORP.
By:
/s/
Fen Zhang
Name:
Fen
Zhang
Title:
Sole
Director
CAC
Insiders:
/s/
Fen Zhang
Fen
Zhang
/s/
Jie Hu
Jie
Hu
/s/
M. Anthony Wong
M.
Anthony Wong
{Signature
Page to Amended and Restated Registration Rights Agreement}
/s/
Kevin McKenzie
Kevin
McKenzie
/s/
Qian Xu
Qian
Xu
/s/
Mengqi Ding
Mengqi
Ding
/s/
Rong Yang Li
Rong
Yang Li
/s/
Jing Quan Zhang
Jing
Quan Zhang
/s/
John Jiang Shen
John
Jiang Shen
/s/
Jingwei Hu
Jingwei
Hu
/s/
Zhifeng Zhu
Zhifeng
Zhu
/s/
Chunhua Zhu
Chunhua
Zhu
Hercules
Capital Holding Corp
By:
/s/
Fen Zhang
Name:
Fen
Zhang
Title:
Sole
Director
Seller:
WISEKEY
INTERNATIONAL HOLDINGS LIMITED
By:
/s/
Carlos Moreira
Name:
Carlos
Moreira
Title:
Chief
Executive Officer
By:
/s/
John O’Hara
Name:
John
O’Hara
Title:
Chief
Financial Officer
{Signature
Page to Amended and Restated Registration Rights Agreement}
Insider:
SEALSQ Corp.
By:
/s/ Carlos
Moreira
Name:
Carlos Moreira
Title:
Chief Executive Officer
By:
/s/ John O’Hara
Name:
John O’Hara
Title:
Chief Financial Officer
Address
for Notice:
Address:
Telephone No.:
Email:
{Signature
Page to Amended and Restated Registration Rights Agreement}
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=COLAU_UnitsConsistingOfOneOrdinaryShare0.0001ParValueAndOneRightToAcquireOneseventhOfOneOrdinaryShareMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=COLAU_OrdinarySharesParValue0.0001PerShareMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=COLAU_RightsEachWholeRightToAcquireOneseventhOfOneOrdinaryShareMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: