Form 8-K
8-K — Amanat Acquisition Corp.
Accession: 0001213900-26-059862
Filed: 2026-05-21
Period: 2026-05-20
CIK: 0002112457
SIC: 6770 (BLANK CHECKS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
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: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ea0291776-8k_amanat.htm (Primary)
EX-1.1 — UNDERWRITING AGREEMENT, DATED MAY 18, 2026, BETWEEN THE COMPANY AND LEERINK PARTNERS LLC (ea029177601ex1-1.htm)
EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION. (ea029177601ex3-1.htm)
EX-10.1 — LETTER AGREEMENT, DATED MAY 18, 2026, AMONG THE COMPANY, AMANAT SPONSOR HOLDINGS LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE COMPANY (ea029177601ex10-1.htm)
EX-10.2 — INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED MAY 18, 2026, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE (ea029177601ex10-2.htm)
EX-10.3 — REGISTRATION RIGHTS AGREEMENT, DATED MAY 18, 2026, AMONG THE COMPANY, AMANAT SPONSOR HOLDINGS LLC, AND THE HOLDERS SIGNATORY THERETO (ea029177601ex10-3.htm)
EX-10.4 — PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, DATED MAY 18, 2026, BETWEEN THE COMPANY AND AMANAT SPONSOR HOLDINGS LLC (ea029177601ex10-4.htm)
EX-10.5 — ADMINISTRATIVE SERVICES AND INDEMNIFICATION AGREEMENT, DATED MAY 18, 2026, BETWEEN THE COMPANY AND AMANAT SPONSOR HOLDINGS LLC (ea029177601ex10-5.htm)
EX-99.1 — PRESS RELEASE, DATED MAY 19, 2026 (ea029177601ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
Filename: ea0291776-8k_amanat.htm · Sequence: 1
false
--12-31
0002112457
00-0000000
0002112457
2026-05-20
2026-05-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
May 20, 2026
AMANAT ACQUISITION CORP
(Exact name of registrant as specified in its charter)
Cayman Islands
001-43237
N/A
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
of incorporation)
Identification No.)
153 Central
Avenue
C/O 56
Westfield, NJ 07091
(Address of principal executive offices, including
zip code)
201-688-0364
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on
which registered
Class A ordinary shares, par value $0.0001 per share
AMAN
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 Material Definitive Agreement.
On May 18, 2026, Amanat Acquisition
Corp (the “Company”) consummated its initial public offering (the “IPO”) of 7,500,000 Class A ordinary
shares, par value $0.0001 per share (the “Class A Ordinary Shares”). The Class A Ordinary Shares were sold at a price
of $10.00 per share, generating gross proceeds to the Company of $75,000,000. The Company has granted
the underwriter a 45-day option to purchase up to 1,125,000 additional Class A Ordinary Shares at the initial public offering price, less
underwriting discounts and commissions, to cover over-allotments, if any.
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- 295170) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”)
on April 17, 2026 (as amended, the “Registration Statement”):
● An Underwriting Agreement, dated May 18, 2026, between the Company
and Leerink Partners LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
● A Letter Agreement, dated May 18, 2026 (“Letter Agreement”),
among the Company, the Company’s sponsor, Amanat Sponsor Holdings LLC (the “Sponsor”) and each of the officers
and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
● An Investment Management Trust Agreement, dated May 18, 2026,
between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto
and incorporated herein by reference.
● A Registration Rights Agreement, dated May 18, 2026, among the
Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by
reference.
● A Private Placement Shares Purchase Agreement, dated May 18,
2026 (the “Private Placement Shares Purchase Agreement”), between the Company and the Sponsor, a copy of which is
attached as Exhibit 10.4 hereto and incorporated herein by reference.
● An Administrative Services and Indemnification Agreement, dated
May 18, 2026, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
● Indemnity Agreements, each dated May 18, 2026 (each, an “Indemnity
Agreement”), between the Company and each of its officers and directors, substantially in the form attached hereto as Exhibit
10.6.
The material terms of such
agreements are fully described in the Company’s final prospectus, dated May 18, 2026, as filed with the Commission on May 20, 2026
(the “Prospectus”) and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale of 300,000 Class A Ordinary
Shares (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share, to the Sponsor,
generating gross proceeds to the Company of $3,000,000. The Private Placement Shares are identical to the Class A Ordinary Shares sold
in the IPO, except that, so long as they are held by the Sponsor and its permitted transferees: (i) they may not, subject to certain limited
exceptions, be transferred, assigned or sold until 30 days after the completion of a business combination and (ii) they are entitled to
registration rights.
In
addition, the Sponsor has agreed to waive its redemption rights with respect to the
Private Placement Shares in connection with (i) the consummation of the Company’s initial business combination, or (ii) a
shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association
to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Ordinary Shares sold in the IPO if
the Company has not consummated a business combination within 24 months of the closing of the IPO (or such other time period
pursuant to an amendment to the Amended Charter (as defined below)) or with respect to any other material provisions relating to
shareholders’ rights or pre-initial business combination activity.
1
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2026, in connection
with the IPO, Ms. Rakhi Kumar, Mr. Brad Middlekauff, and Mr. Patrick Crutcher (the “Directors”) were appointed to the
board of directors of the Company (the “Board”). The Directors are independent directors. Effective May 18, 2026, the
Directors were also appointed to the Board’s (i) Audit Committee, with Ms. Kumar serving as chair of the Audit Committee, (ii) Compensation
Committee, with Mr. Middlekauff serving as chair of the Compensation Committee and (iii) Nominating and Corporate Governance Committee,
with Mr. Crutcher serving as chair of the Nominating and Corporate Governance Committee.
In connection with their appointments
to the Board, each Director entered into the Letter Agreement as well as an Indemnity Agreement with the Company.
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 Exhibits 10.1 and 10.6 hereto, respectively,
and are incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
On May 18, 2026, in connection
with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended Charter”)
with the Cayman Islands General Registry, effective the same day. The terms of the Amended Charter are set forth in the Registration Statement
on pages 151 to 153 and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 8.01. Other Events.
A total of $75,000,000 comprised
of the net proceeds from the IPO and the sale of the Private Placement Shares were 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 in the trust account
that may be released to the Company to pay its taxes 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 Class A Ordinary Shares 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, subject to applicable law or (iii)
the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Amended
Charter (A) to modify the substance or timing of its obligation to allow redemption 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 24
months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination
activity.
On May 19, 2026, 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.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit No.
Description
1.1
Underwriting Agreement, dated May 18, 2026, between the Company and Leerink Partners LLC.
3.1
Amended and Restated Memorandum and Articles of Association.
10.1
Letter Agreement, dated May 18, 2026, among the Company, Amanat Sponsor Holdings LLC and each of the officers and directors of the Company.
10.2
Investment Management Trust Agreement, dated May 18, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3
Registration Rights Agreement, dated May 18, 2026, among the Company, Amanat Sponsor Holdings LLC, and the Holders signatory thereto.
10.4
Private Placement Shares Purchase Agreement, dated May 18, 2026, between the Company and Amanat Sponsor Holdings LLC
10.5
Administrative Services and Indemnification Agreement, dated May 18, 2026, between the Company and Amanat Sponsor Holdings LLC
10.6
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-295170), filed with the Securities and Exchange Commission on April 17, 2026).
99.1
Press Release, dated May 19, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
3
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.
Amanat Acquisition Corp
Date: May 21, 2026
By:
/s/ Pavan Cheruvu
Name:
Pavan Cheruvu
Title:
Chief Executive Officer
4
EX-1.1 — UNDERWRITING AGREEMENT, DATED MAY 18, 2026, BETWEEN THE COMPANY AND LEERINK PARTNERS LLC
EX-1.1
Filename: ea029177601ex1-1.htm · Sequence: 2
Exhibit 1.1
7,500,000 Class A Ordinary Shares
Amanat Acquisition Corp
UNDERWRITING AGREEMENT
May 18, 2026
Leerink Partners LLC
1301 Avenue of the Americas, 5th Floor
New York, New York 10019
Ladies and Gentlemen:
Amanat Acquisition Corp, a
Cayman Islands exempted company (the “Company”), proposes to sell to Leerink Partners LLC (the “Underwriter”),
7,500,000 Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company (said Ordinary
Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also
proposes to grant to the Underwriter an option to purchase up to 1,125,000 additional Ordinary Shares to cover over-allotments, if any
(the “Option Securities” and, together with the Underwritten Securities, the “Securities”). Certain
capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
On February 12, 2026, Amanat
Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor”), paid $25,000 to cover certain of the Company’s
offering and formation costs in exchange for 2,156,250 Founder Shares (as defined below).
The Company has entered into
an Investment Management Trust Agreement, effective as of May 18, 2026, with Continental Stock Transfer & Trust Company, as trustee
(the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust
Agreement”), pursuant to which the proceeds from the sale of the Private Placement Shares and certain proceeds of the Offering
(as defined below) will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company,
the Underwriter and the holders of the Underwritten Securities and the Option Securities, if and when issued.
The Company has entered into
a Securities Subscription Agreement, dated as of February 12, 2026, in the form filed as Exhibit 10.7 to the Registration Statement (the
“Founder’s Purchase Agreement”), with the Sponsor, pursuant to which the Sponsor purchased an aggregate of 2,156,250
of the Company’s Class B ordinary shares, par value $0.0001 per share (including the Ordinary Shares issuable upon conversion thereof,
the “Founder Shares”), for an aggregate purchase price of $25,000. Except as described in the Prospectus, the Founder
Shares have the same terms as the Ordinary Shares.
The Company has entered into
a Private Placement Shares Purchase Agreement, effective as of May 18, 2026, with the Sponsor, in substantially the form filed as Exhibit
10.4 to the Registration Statement (the “Share Subscription Agreement”), pursuant to which the Sponsor has agreed to
purchase an aggregate of 300,000 Ordinary Shares (or 311,250 Ordinary Shares if the over-allotment option is exercised in full), at a
price of $10.00 per Private Placement Share. Except as described in the Prospectus, the Private Placement Shares are identical to the
Ordinary Shares sold in the Offering.
The Company has entered into
a Registration Rights Agreement, dated as of May 18, 2026, with the Sponsor and the holders party thereto, in substantially the form filed
as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company
has granted certain registration rights in respect of the Ordinary Shares underlying the Founder Shares, the Ordinary Shares underlying
the Private Placement Shares and the Ordinary Shares underlying the Private Placement Shares that may be issued upon conversion of working
capital loans as described in the Prospectus.
The Company has caused to
be duly executed and delivered a letter agreement, dated as of May 18, 2026 (the “Insider Letters”), by and among the
Company, the Sponsor and each of the Company’s officers, directors, director nominees and advisor, in the form filed as Exhibit
10.1 to the Registration Statement.
The Company will enter into
an Administrative Services and Indemnification Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed
as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company
will pay to the Sponsor an aggregate monthly fee of $20,000 per month for officer compensation and administrative services.
1. Representations and Warranties.
The Company represents and
warrants to, and agrees with, the Underwriter as set forth below in this Section 1.
(a) The
Company has prepared and filed with the Commission the Registration Statement (file number 333-295170) on Form S-1, including the related
Preliminary Prospectus, for registration under the Act of the Offering and sale of the Securities. Such Registration Statement, including
any amendments, financial statements, exhibits, and schedules 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 Underwriter. 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 Underwriter shall agree in writing to a modification, shall
be in all substantive respects in the form furnished to the Underwriter 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 the Underwriter, 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 (each such date,
a “settlement 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, in light of the circumstances under which they were made, not misleading; as of the Applicable Time and on the Closing
Date and any settlement date, any individual Written Testing-the-Waters Communication did not conflict with the information contained
in the Registration Statement or the Statutory Prospectus, complied in all material respects with the Act, when considered together with
the Statutory Prospectus, and 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 settlement 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 the Underwriter 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 the Underwriter consists of the information described
as such in Section 8(b) hereof.
(c) The
Statutory Prospectus, as of the Applicable Time and on the Closing Date and any settlement date, 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 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 Statutory Prospectus in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Underwriter specifically for use therein, it being understood and agreed that
the only such information furnished by or on behalf of the Underwriter consists of the information described as such in Section 8(b) hereof.
2
(d) The
Company has filed with the Commission a Form 8-A (file number 001-43303) providing for the registration under the Exchange Act of the
Securities, which registration is currently effective on the date hereof. The Ordinary Shares have been authorized for listing, subject
to official notice of issuance and evidence of satisfactory distribution, on The Nasdaq Capital Market (“Nasdaq”),
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 not and is not an Ineligible Issuer (as defined in Rule 405).
(g) The
Company has not prepared, used or referred to, and will not, without the Underwriter’s prior written consent, prepare, use or refer
to, any free writing prospectus.
(h) Prior
to the later of (i) the expiration or termination of the option granted to the Underwriter in Section 2, (ii) the completion of the Underwriter’s
distribution of the Underwritten Securities and (iii) the expiration of 25 days after the date of the Prospectus, the Company has not
distributed and will not distribute any offering material in connection with the Offering and sale of the Offered Securities other than
the Registration Statement, the Statutory Prospectus, the Prospectus and any Testing-the-Waters Communication.
(i) The
Company has been duly incorporated and is validly existing as an exempted 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 Statutory Prospectus and the Prospectus and to enter into this Agreement, the Trust Agreement, the Founder’s Purchase
Agreement, the Share Subscription Agreement, the Registration Rights Agreement, the Insider Letters, and the Administrative Services Agreement
and to carry out the transactions contemplated hereby and thereby, and 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.
(j) 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 Statutory Prospectus contains in all material respects
the same description of the foregoing matters contained in the Prospectus); and the statements in the Statutory Prospectus 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.
(k) The
Company’s authorized equity capitalization is as set forth in the Statutory Prospectus, the Prospectus and the Amended and Restated
Memorandum and Articles of Association of the Company (the “Amended and Restated Memorandum and Articles of Association”).
The capital stock of the Company conforms in all material respects to the description thereof in the Statutory Prospectus, the Registration
Statement and the Prospectus.
3
(l) All
issued and outstanding shares of the Company have been duly and validly authorized and issued and are fully paid and non-assessable (meaning
that no additional sums may be levied in respect of such shares on the holder thereof by the Company); and none of such shares were issued
in violation of the preemptive rights of any holders of any security of the Company, rights of first refusal or similar contractual rights
granted by the Company. The offers and sales of the outstanding Ordinary Shares 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, exempt from such registration requirements. The holders of outstanding shares of the Company are not entitled to preemptive
rights, rights of first refusal or other rights to subscribe for the Securities arising by operation of law or under the Amended and Restated
Memorandum and Articles of Association; and, except as set forth in the Statutory Prospectus and the Prospectus, no options, warrants,
pre-emptive rights, rights of first refusal or other rights to purchase, agreements or other obligations to issue, or rights to convert
any obligations into or exchange any securities for, shares of capital stock of or other ownership interests in the Company are authorized
or outstanding.
(m) The
Securities have been duly authorized and when executed by the Company and countersigned and issued and delivered against payment by the
Underwriter pursuant to this Agreement, will be validly issued.
(n) The
Ordinary Shares have been duly authorized and, when executed by the Company and countersigned, and issued and delivered against payment
for the Securities by the Underwriter pursuant to this Agreement (including the registration of the share issuance in the Company’s
register of members as fully paid), will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied
in respect of such Ordinary Shares on the holder thereof by the Company) and free of pre-emptive rights, rights of first refusal and similar
rights.
(o) The
Company has no debt securities or preferred stock that is rated by any “nationally recognized statistical rating organization”
(as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act).
(p) Except
as set forth in the Statutory Prospectus, the Prospectus and the Amended and Restated Memorandum and Articles of Association of the Company,
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.
(q) 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 Statutory Prospectus and the Prospectus. 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.
(r) The
Founder Shares are duly authorized, validly issued, fully paid non-assessable (meaning that that no additional sums may be levied in respect
of such shares on the holder thereof by the Company).
(s) The
Private Placement Shares, when delivered upon the consummation of the Offering, will be duly executed, authenticated and issued, 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.
4
(t) 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.
(u) 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.
(v) 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, to the knowledge of the Company, the Sponsor, enforceable against the Company and, to the knowledge
of the Company, 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.
(w) The
Share Subscription Agreement has been duly authorized, executed and delivered by the Company and, to the knowledge of the Company and
the Sponsor, is a valid and binding agreement between the Company and the Sponsor, enforceable against the Company and, to the knowledge
of the Company, the Sponsor, 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.
(x) 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.
(y) The
Insider Letters executed by the Company, the Sponsor and, to the Company’s knowledge, each executive officer, director, director
nominee and advisor 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, director nominee and advisor, respectively, and is a valid and binding agreement of
the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director, director nominee and advisor, respectively,
enforceable against the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director, director nominee
and advisor, 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.
(z) The
Administrative Services 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 Sponsor has
agreed to make loans to the Company in the aggregate amount of up to $300,000 pursuant to a promissory note, in the form annexed as
Exhibit 10.6 to the Registration Statement (the “Insider Loans”). The Insider Loans do not bear any interest and
are repayable by the Company on the earlier of the consummation of the Offering or the date on which the Company determines not to
conduct the Offering.
5
(bb) Except as otherwise
disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, subsequent to the respective dates as of which information
is given in the Registration Statement, the Statutory Prospectus and the Prospectus: (i) there has been no Material Adverse Effect (as
defined below); (ii) the Company has not incurred any material liability or obligation, indirect, direct or contingent, including without
limitation any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether
or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually
or in the aggregate, to the Company, or has entered into any transactions not in the ordinary course of business; and (iii) there has
been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.
(cc) No labor dispute with
the employees of the Company exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or
imminent labor disturbance by the employees of any of its principal suppliers, manufacturers, customers or contractors, which, in either
case, would result in a Material Adverse Effect.
(dd) The Company is not
and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Statutory
Prospectus and the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.
(ee) 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 Founder’s Purchase Agreement, the Share Subscription Agreement, the Registration Rights Agreement,
the Insider Letters 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 Underwriter in the manner contemplated herein and in the Statutory Prospectus and the Prospectus.
(ff) The Company is not
in violation or default of (i) any provision of its Amended and Restated Memorandum and Articles of Association, by-laws or other organizational
document, (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, operations, assets, liabilities 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”).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 Founder’s Purchase Agreement, the Share Subscription Agreement, the Registration Rights Agreement, the
Insider Letters or 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 and Articles of
Association, (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; 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.
(gg) No holders of securities
of the Company have rights to the registration of such securities under the Registration Statement. There are no persons with registration
rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registered
for sale or sold by the Company under the Act pursuant to this Agreement, other than those rights that have been disclosed in the Registration
Statement, the Statutory Prospectus, Free Writing Prospectus and the Prospectus and have been waived.
6
(hh) The historical financial
statements, including the notes thereto and the supporting schedules, if any, of the Company included in the Registration Statement, Free
Writing Prospectus, the Statutory Prospectus and the Prospectus comply as to form in all material respects with Regulation S-X under the
Act and 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 Statutory Prospectus, Prospectus
and Registration Statement fairly present, on the basis stated in the Statutory Prospectus, 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 Statutory Prospectus 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. There are no pro forma
or as adjusted financial statements that are required to be included in the Registration Statement, the Statutory Prospectus or the Prospectus
in accordance with Regulation S-X that have not been included as so required. To the Company’s knowledge, no person who has been
suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant
to Rule 5300 promulgated by the Public Company Accounting Oversight Board (“PCAOB”), has participated in or otherwise
aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission
as a part of the Registration Statement, the Statutory Prospectus and the Prospectus. All disclosures contained in the Registration Statement,
the Free Writing Prospectus, Statutory Prospectus or the Prospectus regarding “non-GAAP financial measures” (as such term
is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K,
to the extent applicable.
(ii) No
action, suit or proceeding, inquiry or investigation by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or, to the knowledge of the Company, the Sponsor, or the property of either of them 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 Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
(jj) The Company has operated
its business in a manner compliant in all material respects with all United States federal, state, local and non-United States privacy,
data security and data protection laws and regulations applicable to the Company’s collection, use, transfer, protection, disposal,
disclosure, handling, storage and analysis of personal data. The Company has taken reasonable steps to maintain the confidentiality of
its personally identifiable information, protected health information, consumer information and other confidential information of the
Company, its Subsidiaries and any third parties in its possession (“Sensitive Company Data”). The tangible or digital
information technology systems (including computers, screens, servers, workstations, routers, hubs, switches, networks, data communications
lines, technical data and hardware), software and telecommunications systems used or held for use by the Company (the “Company
IT Assets”) are adequate and operational for, in accordance with their documentation and functional specifications, the business
of the Company and its Subsidiaries as now operated and as currently proposed to be conducted as described in the Registration Statement,
the Free Writing Prospectus, Statutory Prospectus and the Prospectus. The Company has not suffered or incurred any security breaches,
compromises or incidents with respect to any Company IT Asset or Sensitive Company Data, except where such breaches, compromises or incidents
would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and there has been no unauthorized
or illegal use of or access to any Company IT Asset or Sensitive Company Data by any unauthorized third party. The Company has not been
required to notify any individual of any information security breach, compromise or incident involving Sensitive Company Data.
7
(kk) WithumSmith+Brown,
PC (“Withum”), who have 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, Statutory Prospectus 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 and the rules of the PCAOB, (ii) in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Act and (iii) a registered public accounting
firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not requested such registration to be withdrawn.
(ll) 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 assurance that: (i)
transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States
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.
(mm) 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.
(nn) 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. The Company has taken all necessary actions to ensure that
it is in compliance with all provisions of the Sarbanes-Oxley Act that are in effect and with which the Company is required to comply.
(oo) There
is and has been no failure on the part of the Company or, to the knowledge of the Company, 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 IM-5605. Further, there is and has been no failure on the part of the Company or, to the knowledge
of the Company, 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 Nasdaq corporate governance requirements set forth in the Nasdaq Marketplace Rules.
(pp) 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.
(qq) 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 tax, 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, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not
finally determined are, in conformity with GAAP, adequate to meet any assessments or re-assessments for additional income tax for any
years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.
8
(rr) Until the earlier
of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company is required
to be liquidated, the Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering
the Company, its directors and officers for liabilities or losses arising in connection with the Offering, including, without limitation,
liabilities or losses arising under the Act, the Exchange Act or any similar rule, and any applicable foreign securities laws).
(ss) 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 Statutory Prospectus and the Prospectus
(exclusive of any supplement thereto).
(tt) None of the Company,
the Sponsor or, to the knowledge of the Company, 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 would result in a violation by such 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”)
or any similar law or regulation to which the Company, any director, director nominee, officer, agent, employee, affiliate or other person
associated with or acting on behalf of the Company is subject. The Company, the Sponsor and, to the knowledge of the Company, 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 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.
(uu) 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.
(vv) None of the Company,
the Sponsor or, to the knowledge of the Company, 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.
9
(ww) Except as disclosed
in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or other
relationship with any bank or lending affiliate of the Underwriter 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 the Underwriter.
(xx) To
the knowledge of the Company, 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 Underwriter,
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.
(yy) Except as disclosed
in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the Company has not selected any
specific Business Combination target (each, a “Target Business”) and has not, nor, to its knowledge, has anyone on
its behalf, initiated any substantive discussions with any prospective Target Business or had any substantive discussions, formal or otherwise,
with respect to a possible initial Business Combination, or undertaken, or engaged or retained any agent or other representative to undertake,
any research, diligence, evaluations or similar activities to identify, locate or contact any suitable acquisition candidate.
(zz) Except as would not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and except as described in the Registration
Statement, the Statutory Prospectus and the Prospectus, to the knowledge of the Company, (i) there has been no security breach or other
security compromise of or relating to any of the Company’s information technology and computer systems, networks, hardware, software,
data, trade secrets, or equipment; and (ii) the Company is presently in compliance with all applicable laws, regulations, contractual
obligations and internal policies relating to data privacy and security or personally identifiable information.
(aaa) Except as described
in the Registration Statement, the Statutory Prospectus 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 Underwriter’s compensation,
as determined by the Financial Industry Regulatory Authority, Inc. (“FINRA”).
(bbb) Except as described
in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in
cash, securities or any other “item of value” as defined in Rule 5110(c)(3) 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 twelve months prior to the Effective Date,
other than payments to the Underwriter pursuant to this Agreement.
(ccc) Except as described
in the Registration Statement, the Statutory Prospectus 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.
10
(ddd) Except as disclosed
in the FINRA Questionnaires provided to the Underwriter (“FINRA Questionnaire”), 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.
(eee) Except as disclosed
in the FINRA Questionnaires provided to the Underwriter, 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) No Company Affiliate
has made a subordinated loan to any Member.
(ggg) Except as described
in the Registration Statement, the Statutory Prospectus and the Prospectus, no proceeds from the sale of the Underwritten Securities (excluding
underwriting compensation as disclosed in the Registration Statement, Statutory Prospectus and the Prospectus) will be paid by the Company
to any Member, or any persons associated or affiliated with a Member.
(hhh) The Company has not
issued any shares, warrants or other securities, or granted any options, directly or indirectly, to anyone who is a potential underwriter
in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the earliest of the 180-day period prior
to the initial filing date and the initial confidential submission date of the Registration Statement.
(iii) No
person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the
Registration Statement has to the Company’s knowledge any relationship or affiliation or association with any Member. Except as
disclosed in the Registration Statement, the Free Writing Prospectus, Statutory Prospectus and the Prospectus, the Company (i) does not
have any material lending or other relationship with any banking or lending affiliate of the Underwriter and (ii) does not intend to use
any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of the Underwriter.
(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 its 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. “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) None of the Company,
the Sponsor, or, to the knowledge of the Company, any of their respective officers or directors, has taken, directly or indirectly, any
action designed to or that would constitute or that might reasonably be expected to cause or result in stabilization or manipulation of
the price of any security of the Company, whether to facilitate the sale or resale of the Underwritten Securities or otherwise, which
would directly or indirectly violate Regulation M under the Exchange Act .The Company does not own an interest in any corporation, partnership,
limited liability company, joint venture, trust or other entity.
11
(lll) 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, Statutory Prospectus 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, Statutory Prospectus 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.
(mmm) The Company has not
offered, or caused the Underwriter 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.
(nnn) Upon delivery and
payment for the Ordinary Shares 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.
(ooo) From
the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which
the Company engaged, directly or through any person authorized to act on its behalf, in any Testing-the-Waters Communication) 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”).
(ppp) The Company (i) has
not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Underwriter
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 Underwriter to engage in Testing-the-Waters
Communications. The Company reconfirms that the Underwriter 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. “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.
(qqq) Except as disclosed
in the Registration Statement, the Statutory Prospectus and the Prospectus, under current laws and regulations of the Cayman Islands and
any political subdivision thereof, all dividends and other distributions declared and payable on the Securities may be paid by the Company
to the holder thereof in United States dollars and all such payments made to holders thereof or therein who are non-residents of the Cayman
Islands will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands or any political subdivision
or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman
Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization
in the Cayman Islands or any political subdivision or taxing authority thereof or therein.
Any certificate signed by
any officer of the Company and delivered to the Underwriter or counsel for the Underwriter in connection with the Offering shall be deemed
a representation and warranty by the Company, as to matters covered thereby, to the Underwriter. The Company acknowledges that the Underwriter
and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriter,
will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
12
2. 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 the
Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $9.90 per Ordinary Share, the amount of the
Underwritten Securities set forth opposite the 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 Underwriter to purchase up to 1,125,000 Option Securities at the same purchase price per Ordinary Share as the Underwriter 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 Underwriter. 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 Underwriter to the Company setting forth the number of Option Securities as to which the Underwriter
is exercising the option and the settlement date.
(c) In
addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 2(a)
of this Agreement, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.30 per Ordinary Share (including both
Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Underwriter agrees
that, at the Company’s sole and absolute discretion, up to $500,000 of the Deferred Discount may be paid to third parties not participating
in this offering that assist the Company in consummating its initial Business Combination. The Underwriter hereby agrees that if no Business
Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed
to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”),
(i) the Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized
to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.
3. DELIVERY AND PAYMENT.
(a) Delivery
of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall
have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 11:00 a.m., New York City time, on
May 20, 2026, or at such time on such later date at least two Business Days after the foregoing date as the Underwriter shall designate,
which date and time may be postponed by agreement between the Underwriter 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 Underwriter for the account of the Underwriter against payment by the Underwriter 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 Underwriter shall otherwise instruct.
13
(b) Payment
for the Underwritten Securities shall be made as follows: $74,250,000 of the net proceeds for the Underwritten Securities (including $2,250,000
of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of
the gross proceeds from the sale of the Private Placement Shares (the “Private Placement Portion”) in order for the
Trust Account to equal the product of the number of Ordinary Shares sold and the Public Offering price per Ordinary Share as set forth
on the cover of the Prospectus upon delivery to the Underwriter of the Underwritten Securities through the facilities of DTC or, if the
Underwriter has otherwise instructed, upon delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter)
representing the Underwritten Securities, in each case for the account of the Underwriter. The Underwritten Securities shall be registered
in such name or names and in such authorized denominations as the Underwriter 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 Underwriter 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 Underwriter for all the Underwritten Securities. Payment by
the Underwriter for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement
Shares and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at
least one Business Day prior to the Closing Date.
(c) Payment
for the Option Securities shall be made as follows: $9.90 per Option Security (including $0.30 per Option Security of Deferred Discount)
shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from
the sale of the Private Placement Shares in order for the Trust Account to equal the product of the number of Ordinary Shares sold and
the Public Offering price per Ordinary Share as set forth on the cover of the Prospectus upon delivery to the Underwriter of the Option
Securities through the facilities of DTC or, if the Underwriter has otherwise instructed, upon delivery to the Underwriter of certificates
(in form and substance satisfactory to the Underwriter) representing the Option Securities (or through the facilities of DTC), in each
case for the account of the Underwriter. The Option Securities shall be registered in such name or names and in such authorized denominations
as the Underwriter 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 Underwriter 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
Underwriter for all the Option Securities. Payment by the Underwriter for the Option Securities is contingent on the payment by the Sponsor
to the Company for the Private Placement Shares and deposit of such portion of the gross proceeds from the sale of the Private Placement
Shares in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product
of the number of Ordinary Shares sold and the Public Offering price per Ordinary Share as set forth on the cover of the Prospectus by
or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date.
If the option provided for in Section 2 hereof
is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of
the Company) to the Underwriter, at 1301 Avenue of the Americas, 5th Floor, New York, New York 10019; Attention: Stuart R. Nayman on the
date specified by the Underwriter (which shall be at least three Business Days after exercise of said option) for the account of the Underwriter,
against payment by the Underwriter 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 Underwriter on the settlement date for the Option
Securities, and the obligation of the Underwriter 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.
14
4. OFFERING BY UNDERWRITER.
It is understood that the
Underwriter proposes to offer the Securities for sale to the public as set forth in the Prospectus (the “Offering”).
5. AGREEMENTS.
The Company covenants and
agrees with the Underwriter that:
(a) Prior
to the termination of the Offering, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus
or any Rule 462(b) Registration Statement unless the Company has furnished the Underwriter 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 Underwriter reasonably objects. The
Company will cause the Prospectus, properly completed, and any supplement thereto, to be filed in a form approved by the Underwriter with
the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory
to the Underwriter of such timely filing. The Company will promptly advise the Underwriter (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
or any Written Testing-the-Waters Communication 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 shall 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 Statutory
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 Underwriter so that any use of the Statutory Prospectus may cease until it is amended or supplemented; (ii) amend or supplement the
Statutory Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Underwriter 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 Underwriter
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 Underwriter in such quantities as it may reasonably request.
15
(d) As
soon as practicable, the Company will make generally available to its security holders and to the Underwriter 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; provided,
that the Company will be deemed to have furnished such statements to its security holders and the Underwriter to the extent they are filed
on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) or any successor system.
(e) The
Company will not make any offer relating to the Ordinary Shares 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, without the prior
consent of the Underwriter.
(f) The
Company will furnish to the Underwriter and counsel for the Underwriter, without charge, signed copies of the Registration Statement (including
amendments, schedules, and 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 Underwriter may reasonably request. The Company will pay the expenses of printing or
other production of all documents relating to the Offering. The Prospectus and any amendments or supplements thereto furnished to the
Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to
the extent permitted by Regulation S-T.
(g) The
Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Underwriter
may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided,
however, 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 Underwriter, (x) offer, sell, contract to sell, pledge or grant any option
to purchase 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 Ordinary Shares 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; provided, however, that the Company may (1) issue and sell the Private Placement Shares, (2) issue and sell the Option
Securities on exercise of the option provided for in Section 2 hereof, (3) 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, and
(4) issue securities in connection with a Business Combination or (y) release the Sponsor or any officer, director or director nominee
from the 180-day lock-up contained in the Insider Letters; provided, that the foregoing restrictions shall not apply to the forfeiture
of any Founder Shares pursuant to the terms of the Insider Letters or any transfer of Founder Shares to a current or future independent
director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letters with respect
to such Founder Shares at the time of such transfer). The Underwriter in its sole discretion may release or waive the transfer restrictions
set forth herein at any time without notice. The Company agrees not to waive or amend the Insider Letters without the written consent
of the Underwriter
16
(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, whether to facilitate the sale or resale of the Underwritten Securities or otherwise
in violation of Regulation M, and the Company will comply with all applicable provisions of Regulation M.
(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 for the
Securities, including any stamp or transfer taxes (but, in no event, taxes imposed on the net income of the Underwriter) 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; (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 (including the FINRA-related fees and expenses of the Underwriter’s legal counsel, not
to exceed $25,000); (vii) the transportation and other expenses incurred by or on behalf of the Company (and not the Underwriter) in connection
with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Company’s accountants and the
fees and expenses of counsel for the Company; and (ix) all other costs and expenses incident to the performance by the Company of its
obligations hereunder.
(k) For
a period of at least five (5) years from the Effective Date or until such earlier time at which the Liquidation occurs, the Company shall
use its commercially reasonable efforts to maintain the registration of the Ordinary Shares (or such other security into which such Ordinary
Shares may be exchanged in connection with an initial Business Combination) under the Exchange Act, except after giving effect to a going
private transaction after the completion of a Business Combination. The Company will not deregister the Ordinary Shares under the Exchange
Act (except in connection with a going private transaction after the completion of a Business Combination) without the prior consent of
the Underwriter.
(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, 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 Ordinary Shares 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
Form 10-Q quarterly report and the mailing, if any, of quarterly financial information to shareholders.
17
(n) For
a period of at least five (5) years from the Effective Date 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 Underwriter, furnish to
the Underwriter 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 Underwriter promptly furnish to the Underwriter: (i) copies 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 Underwriter 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) In
connection with the Business Combination, the Company shall (i) provide, or cause any Target Business to provide, to the Underwriter and
its representatives, customary documentation, including (A) all financial and other records, including any financial forecasts or projections,
(B) pertinent corporate documents, (C) material contracts, (D) documents and information contained in the virtual data room used in connection
with the Business Combination, and (E) any other information, certifications or documentation reasonably requested by the Underwriter
and its representatives with respect to the parties to the Business Combination Agreement, in each case, with reasonable advance opportunity
to review the foregoing; (ii) cause appropriate officers, directors and employees of the parties to the Business Combination Agreement,
and cause representatives of the Company’s and any Target Business’s accountants and auditors, to participate in any due diligence
sessions reasonably requested by the Underwriter in connection with the Business Combination; and (iii) provide, and in the case of any
Target Business, cause to provide, customary comfort letters, legal opinions and negative assurance letters, in form and substance reasonably
satisfactory to the Underwriter, each dated as of the effective date of the registration statement (if applicable), statutory prospectus,
prospectus or proxy statement filed in connection with the Business Combination and as of the date of the shareholder vote to approve
the Business Combination.
(p) The
Company shall include in any Business Combination agreement (i) a covenant for the assignment and assumption, by the public entity resulting
from the Business Combination, of all of the Company’s indemnification obligations under Section 8 hereof and (ii) that the Underwriter
may rely on the representations and warranties contained therein as if they were a party thereto.
(q) The
Company acknowledges and agrees that nothing in this Agreement shall be interpreted to obligate the Underwriter 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 the Underwriter,
in respect of itself, in its sole discretion and only pursuant to a separate, definitive written agreement between the Underwriter and
the Company or another registrant.
(r) The
Company shall (i)(A) provide the Underwriter and its representatives a reasonable advance opportunity to review and comment on any registration
statement, statutory prospectus, prospectus and proxy statement, including exhibits and financial statements included therein, to be filed
in connection with the Business Combination, prior to each such filing, (B) provide the Underwriter and its representatives a reasonable
advance opportunity to review and comment on any document that names or describes the Underwriter, whether or not such document is filed,
(C) give reasonable consideration to any comments made by the Underwriter and its representatives, and (D) consider in good faith including
in any such filing, document or response all comments reasonably proposed by the Underwriter and its representatives; provided
that any information naming or describing the Underwriter must be in a form and content reasonably satisfactory to the Underwriter; and
(ii) upon the request by the Underwriter, promptly file an amendment to any registration statement, statutory prospectus, prospectus and
proxy statement, including exhibits and financial statements included therein, filed in connection with the Business Combination, to correct
any information to the extent that such information shall have become false or misleading in any material respect, or to correct any material
omissions therefrom.
18
(s) 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 Ordinary Shares cease to be publicly traded, the Company shall retain a transfer
agent acceptable to the Underwriter.
(t) In
no event will the amounts payable by the Company for officer compensation and administrative services exceed $20,000 per month in the
aggregate until the earlier of the date of the consummation of the Business Combination or the Liquidation.
(u) 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 it obtains an opinion from an independent investment banking firm which is a Member 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.
(v) The
Company will apply the net proceeds from the Offering and the sale of the Private Placement Shares received by it in a manner consistent
in all material respects with the applications described under the caption “Use of Proceeds” in the Registration Statement,
Statutory Prospectus and the Prospectus.
(w) For
a period of 60 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), and to the Underwriter and its counsel, a notification prior to entering
into the agreement or transaction relating to a potential Business Combination including: (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 person or entity providing the merger and acquisition services should
not be considered a Member with respect to 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.
(x) The
Company shall advise FINRA, the Underwriter and its counsel, if it is aware that any 10% or greater shareholder of the Company becomes
an affiliate or associated person of a Member participating in the distribution of the Securities.
(y) To
the Company’s knowledge, none of the Sponsor, officers, directors or director nominees of the Company is subject to a non-competition
agreement or non-solicitation agreement with any employer or prior employer that could materially affect its, his or her ability to be
and act in the capacity of shareholder, officer or director of the Company, as applicable.
(z) The
Company shall cause the proceeds of the Offering and the sale of the Private Placement Shares 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 Registration Statement, the
Statutory Prospectus and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject
to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it will not be required to register as
an investment company under the Investment Company Act.
19
(aa) The Company will seek
to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target
businesses and other entities with which it does business execute agreements with it 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. If any third party refuses to execute an
agreement waiving such claims to the monies held in the Trust Account, the Company’s management will perform an analysis of the
alternatives available to the Company it and will only enter into an agreement with a third party that has not executed a wavier if the
Company’s management believes that such third party’s engagement would be significantly more beneficial to the Company than
any alternative.
(bb) The Company agrees
that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt financing prior
to the consummation of a Business Combination, unless all investors in such financing expressly waive, in writing, any rights in or claims
against the Trust Account with respect to such financing.
(cc) 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 interest from the Trust Account, the amounts necessary to pay its taxes. Otherwise, all funds held in the Trust Account (including
any interest income earned on the amounts held in the Trust Account (net of taxes payable thereon)) 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 outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s
plan of dissolution.
(dd) The Company will reserve
and keep available that maximum number of its authorized but unissued securities that are issuable upon the conversion of the Founder
Shares.
(ee) Prior to the consummation
of a Business Combination or the Liquidation, except in connection with the conversion of Founder Shares pursuant to Article 17 of the
Company’s Amended and Restated Memorandum and Articles of Association where the holders of such shares have waived any rights to
receive funds from the Trust Account, the Company shall not issue any Ordinary Shares, Private Placement Shares or any options or other
securities convertible into Ordinary 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 Ordinary Shares on a Business Combination.
(ff) Prior to the consummation
of a Business Combination or the Liquidation, the Company’s audit committee will review on a quarterly basis all payments made to
the Sponsor, to the Company’s officers or directors, or to the Company’s or any of such other persons’ respective affiliates.
(gg) The Company will comply
with the Act and the Exchange Act so as to permit the completion of the distribution of the Underwritten Securities as contemplated by
this Agreement, the Registration Statement, the Statutory Prospectus and the Prospectus. Without limiting the generality of the foregoing,
the Company will, during the period when a prospectus relating to the Underwritten Securities is required by the Act to be delivered (whether
physically or through compliance with Rule 172 under the Act or any similar rule), file on a timely basis with the Commission and Nasdaq
all reports and documents required to be filed under the Exchange Act. Additionally, the Company shall report the use of proceeds from
the issuance of the Underwritten Securities as may be required under Rule 463 under the Act.
20
(hh) The Company agrees
that it shall use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 prior to the consummation of
any Business Combination, including, but not limited to, using commercially reasonable efforts to prevent any of the Company’s outstanding
securities from being deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act during such period.
(ii) To
the extent required by Rule 13a-15(e) under the Exchange Act, the Company shall 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.
(jj) The Company will use
commercially reasonable efforts to effect and, 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 Liquidation occurs, maintain the listing of the Ordinary
Shares on Nasdaq or another national securities exchange acceptable to the Underwriter.
(kk) 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.
(ll) 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
and Articles of Association.
(mm) The Company covenants
and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Amended and Restated Memorandum and
Articles of Association, except as set forth therein.
(nn) The Company shall
not amend, modify or otherwise change the Trust Agreement or any Insider Letter without the prior written consent of the Underwriter,
which will not be unreasonably delayed, conditioned or 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 Underwriter 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 Underwriter.
(oo) The
Company shall 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.
21
(pp) The Company may consummate
the initial Business Combination and conduct redemptions of Ordinary Shares for cash upon consummation of such Business Combination without
a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under 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 Ordinary 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 Shares and (y) any interest income earned on the funds held in the Trust Account not previously released
to pay taxes, divided by (B) the total number of Ordinary Shares sold in the Offering (the “Public Shares”) then outstanding.
If, however, a shareholder vote is required by law or stock exchange listing requirement in connection with the initial Business Combination
or the Company decides to hold a shareholder vote for business or other legal reasons, 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 its officers and directors, have agreed to vote all of their Founder Shares and any other Ordinary
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 Ordinary 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 Shares and (2) any interest income earned on the funds held in the Trust Account not previously
released to pay taxes, 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 Ordinary
Shares voted by the shareholders at a duly held shareholders 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 shares, at the Redemption Price, from those
Public Shareholders who affirmatively requested such redemption. Only Public Shareholders holding Ordinary 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 and Articles of Association of the Company, 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 shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination
by twenty-four (24) months, the Company will cease all operations except for the purpose of winding up and, as promptly as reasonably
possible but not more than ten business days thereafter, redeem 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 (less taxes paid
or payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares,
which redemption will constitute full and complete payment for such Public Shares and completely extinguish Public Shareholders’
rights as shareholders (including the right to receive further liquidation or other distributions, if any, subject to the Company’s
obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. Only
Public Shareholders holding Ordinary Shares included in the Securities will 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 the Amended and Restated Memorandum
and Articles of Association 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 twenty-four (24) months from the closing of the Offering
unless the Company offers to redeem the Public Shares in connection with such amendment, as described in the Statutory Prospectus and
Prospectus.
22
(qq) 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 Underwriter was the underwriter
in the Offering, the Company shall supply the Underwriter with a draft of the Business Combination Announcement and provide the Underwriter
with a reasonable advance opportunity to comment thereon, subject to the agreement of the Underwriter to keep confidential such draft
announcement in accordance with the Underwriter’s standard policies regarding confidential information.
(rr) Upon consummation
of the Company’s initial Business Combination, the Company agrees that it will cause the Trustee to pay the Deferred Discount (as
defined below) directly from the Trust Account to the Underwriter, in accordance with Section 3 of this Agreement. The Underwriter shall
have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount
and shall not be entitled to payment of the Deferred Discount if the Company does not consummate an initial Business Combination.
(ss) The Company will endeavor
in good faith, and in cooperation with the Underwriter, to qualify the Securities for offering and sale under the securities laws of such
jurisdictions as the Underwriter may reasonably designate; 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 the Underwriter 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 (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 Underwriter 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.
(tt) 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 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 Underwriter 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 Underwriter in such quantities as may
be reasonably requested.
(uu) The Company will promptly
notify the Underwriter if the Company ceases to be an Emerging Growth Company at any time prior to the later of completion of the distribution
of the Securities within the meaning of the Act and completion of the 180-day restricted period referred to in Section 5(h) hereof.
(vv) Upon the earlier to
occur of the expiration or termination of the Underwriter’s 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) 281,250 by (b) a fraction, (i) the numerator of which is 1,125,000 minus the number of Option Securities purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,125,000. For the avoidance of doubt, if the Underwriter
exercises their over-allotment option in full, the Company shall not cancel or otherwise effect the forfeiture of the Founder Shares pursuant
to this subsection.
23
(ww) The Company hereby
agrees that, until the consummation of a Business Combination, it shall not issue any Class A Ordinary Shares or any options or other
securities convertible into Class A Ordinary Shares, or any preferred shares or other securities of the Company which participate in any
manner in the Trust Account or which vote as a class with the Class A Ordinary Shares on a Business Combination.
(xx) The
Company hereby agrees that, until the consummation of a Business Combination, it shall not issue any Ordinary Shares or any options or
other securities convertible into Securities, or any preferred shares or other securities of the Company which participate in any manner
in the Trust Account or which vote as a class with the Ordinary Shares on a Business Combination.
(yy) The Company hereby
agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business
or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of
intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing
any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially
in an amount of $75,000,000 (without giving effect to any exercise of the Underwriter’s over-allotment option) for the benefit of
the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may
disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Ordinary Shares contained
in the Securities in connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails
to consummate a Business Combination within the time period set forth in the Amended and Restated Memorandum and Articles of Association
and the Prospectus, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration
of the Company (iv) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (v) agreeing
to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title,
interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in
the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against
the Trust Account for any reason whatsoever. The Company may forego obtaining such waivers only if the Company shall have received the
approval of its Chief Executive Officer and the approving vote of at least a majority of the Company’s board of directors (the “Board”).
(zz) The Company shall
not take any action or omit to take any action which would cause a breach of any of the Insider Letters and will not allow any amendments
to, or waivers of, such Insider Letters without the prior written consent of the Underwriter, which consent shall not be unreasonably
withheld.
(aaa) The Company shall
provide to the Underwriter or their counsel (if so instructed by the Underwriter) with 10 copies of all tender offer documents or proxy
information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing
with the Commission. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been provided to the Representative
pursuant to this Section 5((aaa)). In addition, the Company shall furnish any other state in which its initial public offering was registered,
such information as may be requested by such state.
(bbb) The Company agrees
that the Target Business that it acquires must have a fair market value equal to at least 80% of the assets held in the Trust Account
at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the
Deferred Discount). The fair market value of such business must be determined by the Board based upon standards generally accepted by
the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board is not able to independently
determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.
The Company is not required to obtain an opinion as to the fair market value if the Board independently determines that the Target Business
does have sufficient fair market value.
24
6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITER.
The obligations of the Underwriter
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 settlement 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 and have become effective 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 Loeb & Loeb LLP, counsel for the Company, to have furnished to the Underwriter its opinions
and negative assurance letter, each dated the Closing Date and settlement date, as applicable, and addressed to the Underwriter, in a
form reasonably acceptable to the Underwriter.
(c) The
Company shall have requested and caused Appleby (Cayman) Ltd., Cayman Islands counsel for the Company, to have furnished to the Underwriter
its opinions, each dated the Closing Date and any settlement date, as applicable, and addressed to the Underwriter, in form and substance
reasonably acceptable to the Underwriter.
(d) The
Underwriter shall have received from Kirkland & Ellis LLP, counsel for the Underwriter, such opinions and negative assurance letter,
each dated the Closing Date or settlement date, as applicable, and addressed to the Underwriter, in form and substance reasonably acceptable
to the Underwriter, 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.
(e) The
Company shall have furnished to the Underwriter 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 or settlement date (as applicable), 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 or settlement date
(as applicable) with the same effect as if made on the Closing Date or settlement date (as applicable) 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 or settlement
date (as applicable);
(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 Statutory Prospectus and the Prospectus (exclusive of any supplement
thereto), there has been no Material Adverse Effect, except as set forth in or contemplated by the Statutory Prospectus and the Prospectus
(exclusive of any supplement thereto).
25
(f) The
Company shall have requested and caused Withum to have furnished to the Underwriter, at the Execution Time and at the Closing Date or
settlement date (as applicable), letters, dated respectively as of the Execution Time and as of the Closing Date or settlement date (as
applicable), in form and substance satisfactory to the Underwriter, confirming that they are 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 they have performed a review of the audited financial statements of the Company for the
period from January 13, 2026 through February 13, 2026, provided, however, that the cutoff date shall not be more than two
business days prior to such Execution Time or Closing Date or settlement date, as applicable, and stating in effect that:
(i) in
its opinion the audited financial statements, the unaudited financial statements and any financial statement schedules included in the
Registration Statement, the Statutory Prospectus 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 Statutory Prospectus and the Prospectus, including the information set forth
under the captions “Dilution” and “Capitalization” in the Statutory Prospectus and the Prospectus,
agrees with the accounting records of the Company, excluding any questions of legal interpretation.
References to the Prospectus
in this paragraph (f) include any supplement thereto at the date of the letter.
(g) 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 Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been any change specified
in the letter or letters referred to in Section 6(f) or 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 Statutory Prospectus
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 Underwriter, 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 Statutory
Prospectus and the Prospectus (exclusive of any supplement thereto).
(h) Prior
to the Closing Date or settlement date (as applicable), the Company shall have furnished to the Underwriter such further information,
certificates and documents as the Underwriter may reasonably request.
(i) FINRA
shall not have raised any objection with respect to the fairness or reasonableness of the underwriting terms or other arrangements of
the transactions contemplated hereby.
(j) The
Securities shall be duly listed subject to notice of issuance on the Nasdaq, satisfactory evidence of which shall have been provided to
the Underwriter.
(k) On
the Effective Date, the Company shall have delivered to the Underwriter executed copies of the Trust Agreement, the Founder’s Purchase
Agreement, the Share Subscription Agreement, the Registration Rights Agreement and the Insider Letter.
(l) At
least one Business Day prior to the Closing Date or settlement date (as applicable), the Company shall have caused the applicable purchase
price for the Private Placement Shares to be deposited into the Trust Account so that together with the net proceeds for the Ordinary
Shares (including the Deferred Discount), or with respect to the Optional Securities, the net proceeds from the Optional Securities (including
the Deferred Discount), the Trust Account would equal the product of the number of Ordinary Shares sold and the public offering price
per Ordinary Share as set forth on the cover of the Prospectus. Notwithstanding the foregoing, in no event will the Company take any action
that would result in the Company receiving proceeds from the sale of the Private Placement Shares in excess of the sum of: (i) the amount
required to satisfy the obligation in the immediately preceding sentence; (ii) the amount of the discount from the public offering price
represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement and (iii) the amount of money to be
held by the Company outside of the Trust Account, as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.
26
(m) No
order preventing or suspending the sale of the Ordinary Shares in any jurisdiction designated by the Underwriter pursuant to Section 5(ii)
hereof shall have been issued as of the Closing Date or settlement date (as applicable), 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 Underwriter and counsel
for the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the
Closing Date by the Underwriter. 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 Kirkland & Ellis LLP, counsel for the Underwriter, at 601
Lexington Avenue, New York, New York 10022, Attention: Christian Nagler, unless otherwise indicated herein, on the Closing Date or settlement
date (as applicable).
7. REIMBURSEMENT OF UNDERWRITER’S EXPENSES.
If the sale of the Securities
provided for herein is not consummated because any condition to the obligations of the Underwriter set forth in Section 6 hereof
is not satisfied, because of any termination pursuant to Section 10 hereof (other than clauses (ii), (iii) or (vi) 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 the Underwriter, the Company will reimburse the Underwriter severally on demand for all reasonable out-of-pocket
expenses (including reasonable fees and disbursements of counsel, but, in no event, shall expenses include taxes imposed on the net income
of an Underwriter) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.
8. INDEMNIFICATION AND CONTRIBUTION.
(a) The
Company agrees to indemnify and hold harmless the Underwriter, the directors, officers, employees and agents of the Underwriter, each
person who controls the Underwriter within the meaning of either the Act or the Exchange Act and each affiliate, director, officer, employee,
or agent of the Underwriter against any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally
filed or in any amendment thereof, the Business Combination securities disclosure documents, any Preliminary Prospectus, the Statutory
Prospectus, the Prospectus or the Free Writing Prospectus, any “road show” as defined in Rule 433(h) of the Act or
any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, any application or other document or written
communication executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify
the Securities under the securities laws thereof or filed with the Commission, any foreign or state securities commission or agency, Nasdaq,
The New York Stock Exchange, Nasdaq Global Select Market any other securities exchange or the Over-the-Counter Bulletin Board (the “OTCBB”);
or (iv) any post-effective amendments to the Registration Statement or Prospectus or new Registration Statement or Prospectus filed by
the Company with the Commission, any state securities commission or agency, OTCBB or any securities exchange, or 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, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim, damage, liability or action and (ii) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected
with the written consent of the Company; provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or
on behalf of the Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished
by the Underwriter consists of the information described in the last sentence of Section 8(b) hereof. This indemnity agreement will
be in addition to any liability that the Company may otherwise have.
27
(b) The
Underwriter agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration
Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to the Underwriter, but only with reference to written information relating to the Underwriter furnished
to the Company by or on behalf of such Underwriter specifically for inclusion in the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability that the Underwriter may otherwise have. The Company acknowledges that the
statements set forth under the heading “Underwriting,” (x) the name of Underwriter and its role and participation in
the sale of the Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make
sales to discretionary accounts, and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in
the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on
behalf of the Underwriter for inclusion in the documents referred to in the foregoing indemnity.
(c) Promptly
after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party will not relieve it from liability under paragraph (a)
or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying
party of material rights and defenses and will not, in any event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that
such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel
to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local
counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual
or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified
party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different
from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or
(iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party.
An indemnifying party will not, without the prior written consent of the indemnified parties (which consent shall not be unreasonably
withheld, delayed or conditioned), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless (i) such settlement, compromise or consent includes an unconditional
release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii)
such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
28
(d) In
the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriter severally agree to contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively
“Losses”) to which the Company and the Underwriter may be subject in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and by the Underwriter on the other from the Offering; provided, however,
that in no case shall the Underwriter (except as may be provided in any other agreement with the Underwriter relating to the Offering)
be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter
hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriter
severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault
of the Company on the one hand and of the Underwriter on the other in connection with the statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total
net proceeds from the Offering (before deducting expenses) received by it, and benefits received by the Underwriter shall be deemed to
be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative
fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriter
on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriter agree that it would not be just and equitable if contribution were determined
by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), 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. For purposes
of this Section 8, each person who controls the Underwriter within the meaning of either the Act or the Exchange Act and each director,
officer, employee and agent of the Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls
the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
(e) In
any proceeding relating to the Registration Statement, the Preliminary Prospectus, the Statutory Prospectus, 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 the federal courts of the United States of America located in the City and County
of New York, Borough of Manhattan and 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.
(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 the Underwriter, its directors or officers or any person controlling the 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 the Underwriter, its directors or officers or any person controlling the 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.
29
9. DEFAULT BY THE UNDERWRITER.
If the Underwriter shall fail
to purchase and pay for any of the Securities agreed to be purchased by such Underwriter, such failure to purchase shall constitute a
default in the performance of its or their obligations under this Agreement. If within one Business Day after such default relating to
more than 10% of the Underwritten Securities the Underwriter does not arrange for the purchase of such Underwritten Securities, then the
Company shall be entitled to a further period of two Business Days within which to procure another party or parties reasonably satisfactory
to the Underwriter to purchase said Underwritten Securities. In the event that neither the Underwriter 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 party. In the event of a default by the Underwriter as set forth in this Section 9, the
Closing Date shall be postponed for such period, not exceeding five Business Days, 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
the defaulting Underwriter of its liability, if any, to the Company for damages occasioned by its default hereunder.
10. TERMINATION.
This Agreement shall be subject
to termination in the absolute discretion of the Underwriter, 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 any of the following has occurred: (i) trading in the Company’s Ordinary
Shares shall have been suspended by the Commission, or trading in securities generally on the New York Stock Exchange or the Nasdaq 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 Underwriter, impractical or inadvisable to proceed with the offering or delivery of the Securities
as contemplated by the Statutory Prospectus or the Prospectus (exclusive of any supplement thereto), (iv) since the respective dates as
of which information is given in the Registration Statement, the Statutory Prospectus 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,
(v) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental
authority which in the Underwriter’s opinion materially and adversely affects or may materially and adversely affect the business
or operations of the Company, or (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal
affairs which in the Underwriter’s opinion has a material adverse effect on the securities markets in the United States.
11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE.
The respective agreements,
representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriter 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 the 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.
30
12. NOTICES.
All communications hereunder
will be in writing and effective only on receipt, and will be mailed, delivered or e-mailed.
If to the Underwriter:
Leerink Partners LLC
1301 Avenue of the Americas, 5th Floor
New York, New York 10019
Attention: Stuart Nayman
Email: Stuart.Nayman@leerink.com
Copy (which copy shall not constitute notice)
to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Attention: Christian O. Nagler, P.C.
Email: Christian.Nagler@kirkland.com
If to the Company:
Amanat Acquisition Corp
153 Central Avenue
C/O 56
Westfield, NJ 07091
Attention: Nicholas Fernandez
Email: Nicholas.Fernandez@athanorcapital.com
Copy (which copy shall not constitute notice)
to:
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attention: Mitchell S. Nussbaum; Giovanni Caruso
Email: mnussbaum@loeb.com ; gcaruso@loeb.com
13. SUCCESSORS.
This Agreement will inure
to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents
and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.
31
14. 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 Underwriter and any affiliate through which any of them may be acting, on the other, (b) the Underwriter
is acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriter in connection
with the Offering and the process leading up to the Offering is as an independent contractor 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
the Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim
that the Underwriter has rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to the Company,
in connection with such transaction or the process leading thereto. None of the activities of the Underwriter in connection with the transactions
contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriter with respect to
any entity or natural person.
15. RECOGNITION OF THE U.S. SPECIAL RESOLUTION REGIMES.
(a) In
the event that the Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, 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 the Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights 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
15: (A) a “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); (B) “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); (C) “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 (D) “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.
16. INTEGRATION.
This Agreement supersedes
all prior agreements and understandings (whether written or oral) between the Company and the Underwriter, or any of them, with respect
to the subject matter hereof.
17. 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. 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 each party irrevocably submits 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. Service of any process, summons, notice or document by mail to such party’s address set
forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably
and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably
and unconditionally waive and agree 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.
32
18. 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.
19. COUNTERPARTS; ELECTRONIC SIGNATURES.
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.
Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying
with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other
applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective for all purposes.
20. HEADINGS.
The section headings used
herein are for convenience only and shall not affect the construction hereof.
21. DEFINITIONS.
The terms that follow, when
used in this Agreement, shall have the meanings indicated.
“Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Applicable Time”
means 4:30 p.m. (New York time) on the date of this Agreement.
“Business Combination”
means, as more fully described in the Registration Statement, a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities.
“Business Day”
means 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”
means the U.S. Securities and Exchange Commission.
“Effective Date”
means 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”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time”
means the date and time that this Agreement is executed and delivered by the parties hereto.
“Free Writing Prospectus”
means a free writing prospectus, as defined in Rule 405.
33
“Liquidation”
means the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held by the
Public Shareholders pursuant to the terms of the Amended and Restated Memorandum and Articles of Association if the Company fails to consummate
a Business Combination.
“Private Placement
Shares” means 300,000 private placement shares (or 311,250 private placement shares if the over-allotment option is exercised
in full), each entitling such holder to purchase one Ordinary Share at an exercise price of $10.00.
“Preliminary Prospectus”
means 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”
means the prospectus relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time.
“Registration Statement”
means the registration statements 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(b)”, “Rule
430A”, “Rule 433”, “Rule 433(h)” and “Rule 462(b)” refer to such rules
under the Act.
“Rule 430A Information”
means 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” means 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.
“Statutory Prospectus”
means (i) the Preliminary Prospectus, dated February 6, 2024, relating to the Securities and (ii) the Time of Delivery Information, if
any, set forth on Schedule II hereto.
“Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the
Act.
[Remainder of page intentionally left blank]
34
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 Underwriter in accordance with its terms.
Very truly yours,
AMANAT ACQUISITION CORP
By:
/s/ Nicholas Fernandez
Name:
Nicholas Fernandez
Title:
Chief Executive Officer
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date
first above written.
LEERINK PARTNERS LLC
By:
/s/ Dan Dubin, M.D.
Name:
Dan Dubin, M.D.
Title:
Vice Chairman, Global Co-Head of Investment Banking
[Signature Page to Underwriting Agreement]
Schedule I
Underwriter
Number of
Underwritten
Securities to
be Purchased
Leerink Partners LLC
7,500,000
Total
7,500,000
Schedule II
TIME OF DELIVERY INFORMATION
Amanat Acquisition Corp priced
7,500,000 of its Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), at $10.00 per share
plus an additional 1,125,000 Ordinary Shares if Leerink Partners LLC (the “Underwriter”) exercises its over-allotment
option in full.
The Ordinary Shares 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 Leerink Partners LLC, 1301 Avenue of the Americas, 5th Floor, New York, New York 10019; Attention:
Stuart Nayman.
Schedule III
SCHEDULE OF WRITTEN TESTING-THE-WATERS COMMUNICATIONS
Reference is made to the materials
used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be
a “written communication” within the meaning of Rule 405 under the Act.
EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.
EX-3.1
Filename: ea029177601ex3-1.htm · Sequence: 3
Exhibit 3.1
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND
ARTICLES OF ASSOCIATION
OF
AMANAT ACQUISITION CORP
(ADOPTED BY WAY OF SPECIAL RESOLUTION EFFECTIVE 18 MAY 2026)
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
AMANAT ACQUISITION CORP
(ADOPTED BY WAY OF SPECIAL RESOLUTION EFFECTIVE
18 MAY 2026)
1. The name of the Company is Amanat Acquisition Corp.
2. The registered office of the Company will be situated at the offices of Appleby Global Services (Cayman)
Limited, Suite 210, 2nd Floor, Windward III, Regatta Office Park, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106 or at such other
place in the Cayman Islands as the Directors may from time to time decide.
3. The objects for which the Company is established are unrestricted and the Company shall have full power
and authority to carry out any object that is not prohibited by the laws of the Cayman Islands.
4. The liability of each Member is limited to the amount, if any, unpaid on such Member’s shares.
5. The share capital of the Company is US$22,100.00 divided into 200,000,000 Class A ordinary shares of a
par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a
par value of US$0.0001 each.
6. The Company has power to register by way of continuation as a body corporate limited by shares under the
laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
7. Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the
respective meanings given to them in the Amended and Restated Articles of Association of the Company.
2
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
AMANAT ACQUISITION CORP
(ADOPTED BY WAY OF SPECIAL RESOLUTION EFFECTIVE
18 MAY 2026)
1. INTERPRETATION
1.1 In these Articles, Table A in the First Schedule to the Statute does not apply and, unless there is something
in the subject or context inconsistent therewith:
Affiliate: means, with respect
to a Person, 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 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, or a corporation, a company, a partnership or other entity
wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a corporation, a company, a partnership
or other entity which directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control
with, such entity. The term Affiliated has meaning correlative to the foregoing;
Applicable Law: means, with respect
to any Person, all applicable provisions of all constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations,
ordinances or orders of any Governmental Authority, and any orders, decisions, injunctions, judgments, awards and decrees of or agreements
with any Governmental Authority;
Articles: means these
amended and restated articles of association of the Company;
Audit Committee: means the audit
committee of the board of Directors of the Company formed pursuant to the Articles, or any successor committee;
Auditor: means the Person for
the time being performing the duties of auditor of the Company (if any);
Business Combination: means a
merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with
one or more businesses or assets (the target business), which Business Combination: (a) as long as the securities of the Company are listed
on a Designated Stock Exchange, must occur with one or more target businesses or assets with a fair market value equal to at least 80
per cent of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted,
and excluding the amount of any deferred underwriting discount held in trust) at the time of signing the definitive agreement to enter
into such Business Combination; and (b) must not be effectuated solely with another blank cheque company or a similar company with nominal
operations;
3
business day: means any day other
than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by
law to close in New York City;
Clearing House: means a clearing
house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock
exchange or interdealer quotation system in such jurisdiction;
Class A Share: means a Class
A ordinary share of a par value of US$0.0001 in the share capital of the Company;
Class B Share: means a Class
B ordinary share of a par value of US$0.0001 in the share capital of the Company;
Class B Share Conversion: means
the conversion of Class B Shares in accordance with Article 17;
Company: means the
above named company;
Company’s Website: means
the website of the Company and/or its web-address or domain name (if any);
Compensation Committee: means
the compensation committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee;
Control: means with respect to
a Person, the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; provided that such power or authority shall
conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty per cent (50%)
of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority
of the board of directors of such Person. The terms Controlled and Controlling have meanings correlative to the foregoing;
Corporate Governance and Nominating
Committee: means the corporate governance and nominating committee of the board of Directors of the Company established pursuant to
the Articles, or any successor committee;
Designated Stock Exchange: means
any national securities exchange or automated system on which the Company’s securities are listed for trading, including the Nasdaq
Global Market;
Directors: means the
directors for the time being of the Company;
Dividend: means any dividend
(whether interim or final) resolved to be paid on Shares pursuant to the Articles;
Electronic Communication: means
a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address
or internet website (including the website of the United States Securities and Exchange Commission) or other electronic delivery methods
as otherwise decided and approved by the Directors;
4
Electronic Record:
has the same meaning as in the Electronic Transactions Act;
Electronic Transactions Act:
means the Electronic Transactions Act (2003 Revision) of the Cayman Islands;
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 a Business Combination, including but not limited to a private placement of equity or debt;
Founders: means the Sponsor and
all Members immediately prior to the consummation of the IPO;
Governmental Authority: means
any nation or government or any province or state or any other political subdivision thereof, or any entity, authority or body exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, tribunal,
government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, any court, tribunal
or arbitrator, and any self-regulatory organization;
Indemnified Person:
has the meaning ascribed to such term in Article 48.1;
Independent Director: has the
same meaning as in the rules and regulations of the Designated Stock Exchange and/or the US Exchange Act, as the case may be;
Initial Conversion Ratio:
has the meaning ascribed to such term in Article 17.1;
IPO: means the Company’s
initial public offering of securities;
IPO Redemption: has the meaning
given to it in Article 53.4;
Management: has the meaning given
to it in Article 54.1;
Member: has the same meaning
as in the Statute;
Memorandum: means the
amended and restated memorandum of association of the Company;
Officer: means a person
appointed to hold an office in the Company;
Ordinary Resolution:
means a resolution:
(a) passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies
are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the
number of votes to which each Member is entitled; or
(b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one
or more instruments each signed by one or more of the Members;
Ordinary Shares: means
together the Class A Shares and Class B Shares;
Over-Allotment Option: means
the option of the Underwriter to purchase up to an additional 15 per cent of the units issued in the IPO;
Person: means any individual,
corporation, company, limited liability company, partnership, limited partnership, exempted limited partnership, proprietorship, association,
joint venture, institution, public benefit corporation, exempted company, firm, trust, estate or other enterprise or entity (whether or
not having a separate legal personality) or Governmental Authority or any of them as the context so requires, other than in respect of
a Director or Officer of the Company in which circumstances Person shall mean any individual or entity permitted to act as such in accordance
with the laws of the Cayman Islands;
5
Preference Share: means a preference
share of a par value of US$0.0001 in the share capital of the Company;
Public Share: means
a Class A Share issued as part of the units issued in the IPO;
Redemption Notice: means a notice
in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject
to any conditions contained therein;
Redemption Price: has
the meaning given to it in Article 53.4;
Register of Members: means the
register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register
of Members;
Registered Office:
means the registered office for the time being of the Company;
Representative: means
a representative of the Underwriter;
Seal: means the common
seal of the Company and includes every duplicate seal;
SEC: means the United
States Securities and Exchange Commission;
Share: means a Class A Share,
a Class B Share or a Preference Share and includes a fraction of a share in the Company;
Share Premium Account: means
the share premium account established in accordance with the Articles and the Statute;
Special Resolution: subject to
Article 30.4 and Article 50.4, has the same meaning in the Statute, and includes a unanimous written resolution;
Sponsor: Amanat Sponsor
Holdings LLC;
Statute: means the
Companies Act (As Revised) of the Cayman Islands;
Treasury Share: means a Share
held in the name of the Company as a treasury share in accordance with the Statute;
Trust Account: 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 a certain amount of the proceeds of the private placement of the private placement shares 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; and
US Exchange Act: means the United
States 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.
6
1.2 In
these Articles:
(a) words importing the singular number include the plural number
and vice versa;
(b) words importing the masculine gender include the feminine
gender;
(c) words importing persons include corporations and any other
legal or natural persons;
(d) “written” and “in writing” include all modes of representing or reproducing words
in visible form, including in the form of an Electronic Record;
(e) “shall” shall be construed as imperative and
“may” shall be construed as permissive;
(f) references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced;
(g) any phrase introduced by the terms “including”, “include”, “in particular”
or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(h) the term “and/or” is used herein to mean both “and” as well as “or.”
The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or”
in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted
to require the conjunctive (in each case, unless the context otherwise requires);
(i) headings are inserted for reference only and shall be ignored
in construing the Articles;
(j) any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;
(k) any requirements as to execution or signature under the Articles including the execution of the Articles
themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;
(l) sections 8 and 19(3) of the Electronic Transactions Act shall
not apply;
(m) the term “clear days” in relation to the period of a notice means that period excluding the
day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect;
(n) the term “holder” in relation to a Share means a Person whose name is entered in the Register
of Members as the holder of such Share;
(o) reference to any determination by the Directors shall be construed as a determination by the Directors
in their sole and absolute discretion and shall be applicable either generally or in any particular case; and
(p) reference to a dollar or dollars or USD or US$ or $ and to a cent or cents is reference to dollars and
cents of the United States of America.
7
2. COMMENCEMENT OF BUSINESS
2.1 The business of the Company may be commenced as soon after incorporation of the Company as the Directors
shall see fit.
2.2 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in
or about the formation and establishment of the Company, including the expenses of registration.
3. ISSUE OF SHARES AND OTHER SECURITIES
3.1 Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company
in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent
regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors
may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred
or other rights or restrictions, whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to
such Persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary
such rights, save that 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 Class B Share Conversion set out in the Articles.
3.2 The Company may issue rights, options, warrants or convertible securities or securities of similar nature
conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company,
upon such terms as the Directors may from time to time determine and for such purposes the Directors may reserve an appropriate number
of Shares for the time being unissued.
3.3 The Company may issue units of securities in the Company, which may be comprised of whole or fractional
Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof
to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from
time to time determine and for such purposes the Directors may reserve an appropriate number of Shares for the time being unissued. The
securities comprising any such units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day
following the date of the prospectus relating to the IPO (or, if such date is not a business day, the following business day) unless the
Representative(s) determines that an earlier date is acceptable, subject to 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. Prior to such date, the units can be traded, but the securities
comprising such units cannot be traded separately from one another.
3.4 The Company shall not issue Shares to bearer.
4. REGISTER OF MEMBERS
4.1 The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.
4.2 The Directors may determine that the Company shall maintain one or more branch registers of Members in
accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which
shall constitute the branch register or registers, and to vary such determination from time to time.
5. CLOSING OF REGISTER OF MEMBERS OR FIXING RECORD DATE
5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or
any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination
of Members for any other purpose, the Directors may, by any means in accordance with the requirements of the Designated Stock Exchange,
the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall
be closed for transfers for a stated period which shall not in any case exceed forty days.
8
5.2 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears
a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any
adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution,
or in order to make a determination of Members for any other purpose.
5.3 If the Register of Members is not so closed and no record date is fixed for the determination of Members
entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution,
the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or
other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of
Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment
thereof.
6. CERTIFICATES FOR SHARES
6.1 A Member shall only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates
shall be signed by one or more Directors or other Person authorised by the Directors. The Directors may authorise certificates to be issued
with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise
identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled
and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares
shall have been surrendered and cancelled.
6.2 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than
one Person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
6.3 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any)
as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the
Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.
6.4 Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or
other Person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course
of delivery.
6.5 Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable,
or as the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise
under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer
which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with
the Company.
7. TRANSFER OF SHARES
7.1 Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument
of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other
competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights, options
or warrants issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register
the transfer of any such Share without evidence satisfactory to them of the like transfer of such option or warrant.
9
7.2 The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed
by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under
Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the Directors
so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing House or
its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time
to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of
Members.
8. REDEMPTION, REPURCHASE AND SURRENDER OF SHARES
8.1 Subject to the provisions of the Statute and the rules and regulations of the Designated Stock Exchange,
the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may:
(a) issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company
in such manner and upon such other terms as the Directors may determine before the issuance of the Shares; and
(b) purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the
Directors may determine and agree with the relevant Member.
8.2 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner
permitted by the Statute, including out of capital.
8.3 With respect to redeeming or repurchasing the Shares:
(a) Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
described in Article 53;
(b) Public Shares shall be repurchased by way of tender offer in the circumstances set out in Article 53;
and
(c) Class B Shares held by the Sponsor shall be surrendered by the Sponsor for no consideration on a pro-rata
basis to the extent that the Over-Allotment Option is not exercised in full so that the Founders will own 20 per cent of the Company’s
issued Shares after the IPO (exclusive of any securities purchased simultaneously with the IPO and any securities issued to the underwriters
or their affiliates as underwriting compensation).
8.4 Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated
Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its
own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.
For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described in the Article above shall
not require further approval of the Members.
10
8.5 Any Share in respect of which notice of redemption has been given shall not be entitled to participate
in the profits of the Company in respect of the period after the date specified as the date of redemption in the Redemption Notice.
8.6 The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption,
purchase or surrender of any other Share.
8.7 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner
permitted by the Statute, including out of capital.
8.8 The Directors may accept the surrender for no consideration of any fully paid Share (including any redeemable
share).
9. TREASURY SHARES
9.1 The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share
shall be held as a Treasury Share.
9.2 The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they
think proper (including, without limitation, for nil consideration).
10. VARIATION OF SHARE RIGHTS
10.1 Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes
of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class)
may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where
such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall
be made only with the consent in writing of the holders of not less than two-thirds of the issued Shares of that class, or with the approval
of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the Shares
of that class (other than with respect to a waiver of the provisions of the Article in respect of Class B Share Conversion hereof, which
as stated therein shall only require the consent in writing of the holders of a majority of the issued Shares of that class). For the
avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to
obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general
meetings shall apply mutatis mutandis, except that the necessary quorum shall be one or more Persons holding or representing by proxy
at least one-third of the issued Shares of the class (but so that if at any adjourned meeting of such holders a quorum as above defined
is not present, those Members who are present shall form a quorum) and that any holder of Shares of the class present in person or by
proxy may demand a poll.
10.2 For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of
Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals
under consideration, but in any other case shall treat them as separate classes of Shares.
10.3 The rights conferred upon the holders of the Shares of any class issued with preferred or other rights
shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation
or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights.
11
11. COMMISSION ON SALES OF SHARES
The Company may, in so far as the Statute
permits, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally)
or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied
by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage
as may be lawful.
12. NON-RECOGNITION OF TRUSTS
The Company shall not be bound by or
compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except
only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to
the entirety thereof in the holder.
13. LIEN ON SHARES
13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered
in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether
presently payable or not) by such Member or his estate, either alone or jointly with any other Person, whether a Member or not, but the
Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a
transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's lien on a Share shall also extend to
any amount payable in respect of that Share.
13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a
lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been
received or deemed to have been received by the holder of the Shares, or to the Person entitled to it in consequence of the death or bankruptcy
of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.
13.3 To give effect to any such sale the Directors may authorise any Person to execute an instrument of transfer
of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the
holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall
his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company's power of sale under
the Articles.
13.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the
amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently
payable as existed upon the Shares before the sale) be paid to the Person entitled to the Shares at the date of the sale.
14. CALLS ON SHARES
14.1 Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members
in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving
at least fourteen clear days' notice specifying the time or times of payment) pay to the Company at the time or times so specified the
amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required
to be paid by instalments. A Person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent
transfer of the Shares in respect of which the call was made.
12
14.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising
such call was passed.
14.3 The joint holders of a Share shall be jointly and severally
liable to pay all calls in respect thereof.
14.4 If a call remains unpaid after it has become due and payable, the Person from whom it is due shall pay
interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and
in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of
the interest or expenses wholly or in part.
14.5 An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account
of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles
shall apply as if that amount had become due and payable by virtue of a call.
14.6 The Directors may issue Shares with different terms as to the amount and times of payment of calls, or
the interest to be paid.
14.7 The Directors may, if they think fit, receive an amount from any Member willing to advance all or any
part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest
at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
14.8 No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of
a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment,
become payable.
15. FORFEITURE OF SHARES
15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may
give to the Person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with
any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where
payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be
liable to be forfeited.
15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment
required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other
distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.
15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as
the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the
Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any Person the Directors may authorise
some Person to execute an instrument of transfer of the Share in favour of that Person.
15.4 A Person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall
surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies
which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the
Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and
payable by him in respect of those Shares.
13
15.5 A certificate in writing under the hand of one Director or Officer of the Company that a Share has been
forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all Persons claiming to be entitled to
the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the
Person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any,
nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale
or disposal of the Share.
15.6 The provisions of the Articles as to forfeiture shall 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 of the par value of the Share or by way of premium
as if it had been payable by virtue of a call duly made and notified.
16. TRANSMISSION OF SHARES
16.1 If a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal representatives
(where he was a sole holder), shall be the only Persons recognised by the Company as having any title to his Shares. The estate of a deceased
Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder.
16.2 Any Person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect,
by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some Person nominated by him registered
as the holder of such Share. If he elects to have another Person registered as the holder of such Share he shall sign an instrument of
transfer of that Share to that Person. The Directors shall, in either case, have the same right to decline or suspend registration as
they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution
or any other case than by transfer, as the case may be.
16.3 A Person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages
to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share,
be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors
may at any time give notice requiring any such Person to elect either to be registered himself or to have some Person nominated by him
be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration
as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or
dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received
or deemed to be received (as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other
distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.
17. CLASS B SHARE CONVERSION
17.1 The rights attaching to the Class A Shares and Class B Shares shall rank pari passu in all respects, and
the Class A Shares and Class B Shares shall vote together as a single class on all matters (subject to Article 10 (Variation of Share
Rights), Article 30 (Appointment and Removal of Directors) and Article 50 (Transfer by Way of Continuation)) with the exception that the
holder of a Class B Share shall have the conversion rights referred to in this Article 17. Class B Shares shall automatically convert
into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) at any time and from time to time
at the option of the holder thereof; and (b) automatically at the time of the closing of the Business Combination.
14
17.2 Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other
Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to the
closing of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the closing
of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders
of a majority of the Class B Shares in issue agree to waive such adjustment with respect to any such issuance or deemed issuance) so that
the number of Class A Shares issuable upon conversion of all Class B Shares will equal, on an as-converted basis, in the aggregate, 20
per cent of the sum of all Class A Shares and Class B Shares in issue upon completion of the IPO (exclusive of any securities purchased
simultaneously with the IPO and any securities issued to the underwriters or their affiliates as underwriting compensation) plus all Class
A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination, excluding any Shares or Equity-linked
Securities issued, or to be issued, to any seller in a Business Combination and any private placement shares issued to the Sponsor or
its Affiliates or to Officers or Directors upon conversion of working capital loans made to the Company, minus any redemptions of Public
Shares in connection with a Business Combination, provided that conversion of Class B Shares into Class A Shares shall never be less than
one-for-one basis.
17.3 Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion
Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written
consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate class
in the manner provided in Article 10 (Variation of Share Rights) hereof.
17.4 The foregoing conversion ratio shall also be adjusted to account for any share capitalisations, subdivision
(by share split, subdivision, exchange, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share
split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation
of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a
proportionate and corresponding share capitalisation, subdivision, combination or similar reclassification or recapitalisation of the
Class B Shares in issue.
17.5 Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article.
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
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
A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall
be the total number of Class B Shares in issue at the time of conversion.
17.6 References in this Article to “converted”, “conversion” or “exchange”
shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application
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
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
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
in the name of such Member or in such name as the Member may direct.
17.7 Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert into
Class A Shares at a ratio that is less than one-for-one.
15
18. AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND ALTERATION OF CAPITAL
18.1 The Company may by Ordinary Resolution:
(a) increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights,
priorities and privileges annexed thereto;
(b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares;
(c) convert all or any of its paid-up Shares into stock, and reconvert that stock into paid- up Shares of
any denomination;
(d) by subdivision of its existing Shares or any of them divide the whole or any part of its share capital
into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
(e) cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed
to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.
18.2 All new Shares created in accordance with the provisions of the preceding Article shall be subject to
the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as
the Shares in the original share capital.
18.3 Subject to the provisions of the Statute, the provisions of the Articles as regards the matters to be
dealt with by Ordinary Resolution and Article 30.4, the Company may by Special Resolution:
(a) change its name;
(b) alter or add to the Articles;
(c) alter or add to the Memorandum with respect to any objects,
powers or other matters specified therein; and
(d) reduce its share capital or any capital redemption reserve
fund.
19. OFFICES AND PLACE OF BUSINESS
Subject to the provisions of the Statute,
the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered
Office, maintain such other offices or places of business as the Directors determine.
20. GENERAL MEETINGS
20.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.
20.2 The Company may, but shall not (unless required by the Statute or, for so long as any Shares are traded
on a Designated Stock Exchange) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the
meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint.
At these meetings the report of the Directors (if any) shall be presented.
16
20.3 The Directors or the chairman of the board of Directors may, whenever they think fit, call general meetings.
20.4 Members seeking to bring business before the annual general meeting or to nominate candidates for appointment
as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not less than one hundred
and twenty calendar days before the date of the Company’s proxy statement released to Members in connection with the previous year’s
annual general meeting or, if the Company did not hold an annual general meeting the previous year, or if the date of the current year's
annual general meeting has been changed by more than thirty days from the date of the previous year’s annual general meeting, then
the deadline shall be set by the Directors with such deadline being a reasonable time before the Company begins to print and send its
related proxy materials.
21. NOTICE OF GENERAL MEETINGS
21.1 At least five clear days' notice shall be given of any general meeting. Every notice shall specify the
place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be
given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company by Ordinary Resolution to
such Persons as are, under the Articles, entitled to receive such notices from the Company, provided that a general meeting of the Company
shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding
general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
(a) in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
(b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right
to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving that right.
21.2 The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general
meeting by, any Person entitled to receive such notice shall not invalidate the proceedings of that general meeting.
22. PROCEEDINGS AT GENERAL MEETINGS
22.1 No business shall be transacted at any general meeting unless a quorum is present. Save as otherwise provided
by the Articles, one or more Members holding at least one-third of the paid up voting share capital of the Company present in person or
by proxy and entitled to vote at that meeting, or if a corporation or other non-natural person by its duly authorized representative or
proxy shall form a quorum.
22.2 A Person may participate at a general meeting by conference telephone, video, a virtual platform or other
communications equipment by means of which all the Persons participating in the meeting can communicate with each other. Participation
by a Person in a general meeting in this manner is treated as presence in person at that meeting.
22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on
behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations
or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had
been passed at a general meeting of the Company duly convened and held.
17
22.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence, the
meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as
the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the
meeting to commence, the Members present shall be a quorum.
22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any Person
to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of
the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present
within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect
one of their number to be chairman of the meeting.
22.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after
the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting.
22.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed
by the meeting) adjourn the meeting from time to time and from place to place, 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.
22.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. All
proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general
meeting which has already been postponed.
22.9 A resolution put to the vote of the meeting shall be decided
on a poll.
22.10 If, prior to a Business Combination, a notice is issued in respect of a general meeting and the Directors,
in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place,
the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place,
day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members.
No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting.
22.11 A poll shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed
to be the resolution of the general meeting at which the poll was demanded.
22.12 In the case of an equality of votes the chairman of the general meeting shall be entitled to a second
or casting vote.
22.13 A poll on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll
on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other
than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.
18
23. VOTES OF MEMBERS
23.1 Subject to any rights or restrictions attached to any Shares (including as set out at Article 30.4), every
Member who being an individual is present in person or by proxy or, if a corporation or other non-natural person is present by its duly
authorised representative or by proxy, shall have one vote for every Share of which he is the holder.
23.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by
proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted
to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders
stand in the Register of Members.
23.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction
in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other Person on such Member’s
behalf appointed by that court, and any such committee, receiver, curator bonis or other Person may vote by proxy.
23.4 No Person shall be entitled to vote at any general meeting unless he is registered as a Member on the
record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.
23.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned
general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection
made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive.
23.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non- natural
person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments
to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares
in respect of which each proxy is entitled to exercise the related votes.
23.7 A Member holding more than one Share need not cast the votes in respect of his Shares in the same way
on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting
a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments
may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from
voting a Share or some or all of the Shares in respect of which he is appointed.
24. PROXIES
24.1 The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor
or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non-natural person, under the hand of its
duly authorised representative. A proxy need not be a Member.
24.2 The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy
sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being
not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument
appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or
adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically
at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the
Person named in the instrument proposes to vote.
19
24.3 The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to
have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have
been duly deposited by the chairman, shall be invalid.
24.4 The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors
may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument
appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
24.5 Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the
transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer
was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it
is sought to use the proxy.
25. CORPORATE MEMBERS
Any corporation or other non-natural
person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its
directors or other governing body, authorise such Person as it thinks fit to act as its representative at any meeting of the Company or
of any class of Members, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which
he represents as the corporation could exercise if it were an individual Member.
26. CLEARING HOUSES
If a Clearing House (or its nominee(s)),
being a corporation, is a Member it may authorise such Person or Persons as it thinks fit to act as its representative or representatives
at any general meeting of the Company or at any meeting of any class of Members provided that, if more than one Person is so authorised,
the authorisation shall specify the number and class of Shares in respect of which each such Person is so authorised. A Person so authorised
pursuant to this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise
the same powers on behalf of the clearing house (or its nominee(s)) which he represents as if such Person was the registered holder of
such Shares held by the Clearing House (or its nominee(s)).
27. SHARES THAT MAY NOT BE VOTED
Shares in the Company that are beneficially
owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number
of outstanding Shares at any given time.
28. DIRECTORS
28.1 The Company may by Ordinary Resolution from time to time fix the maximum and minimum number of Directors
to be appointed but unless such numbers are fixed as aforesaid the minimum number of Directors shall be one and the maximum number of
Directors shall be unlimited.
20
28.2 Each of our directors will hold office for an indefinite term or a term fixed by a resolution of the holders
of the Class B Shares prior to the consummation of a Business Combination. All Directors shall hold office until the expiration of their
respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy
resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death,
resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualified.
29. POWERS OF DIRECTORS
29.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given
by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No
alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid
if that alteration had not been made or that direction had not been given. A duly convened meeting of the Directors at which a quorum
is present may exercise all powers exercisable by the Directors.
29.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments
and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be,
in such manner as the Directors shall determine by resolution.
29.3 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any
Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions
to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
29.4 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its
undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock,
mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of
any third party.
29.5 The Directors shall have the authority to present a winding up petition on behalf of the Company without
the sanction of a resolution passed by the Company in general meeting.
30. APPOINTMENT AND REMOVAL OF DIRECTORS AND OFFICERS
30.1 Subject to Article 30.2, the Company may by Ordinary Resolution appoint any Person to be a Director or
officer of the Company, or may by Ordinary Resolution remove any Director. The Directors may appoint any Person to be a Director, either
to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number
fixed by or in accordance with the Articles as the maximum number of Directors. The Directors may appoint any Person to be an officer
of the Company.
30.2 Prior to the consummation of a Business Combination, only holders of Class B Shares will have the right
to vote on the election and the removal of Directors pursuant to Article 30.1. For the avoidance of doubt, prior to the consummation of
a Business Combination, holders of Class A Shares shall have no right to vote on the appointment or removal of any Director.
30.3 At the time of or following the consummation of a Business Combination, the Company may by Ordinary Resolution
appoint any person to be a Director or may by Ordinary Resolution remove any Director.
30.4 Prior to the closing of a Business Combination, Article 30.2 may only be amended by a Special Resolution
passed by holders of a majority of at least ninety per cent of the Shares which, being entitled to do so, are voted in person or, where
proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a Special Resolution
has been given, or by way of unanimous written resolution.
21
31. VACATION OF OFFICE OF DIRECTOR
The office of a Director shall
be vacated if:
(a) the Director gives notice in writing to the Company that he resigns the office of Director; or
(b) the Director absents himself from three consecutive meetings of the board of Directors without special
leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or
(c) the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally;
or
(d) the Director is found to be or becomes of unsound mind; or
(e) all of the other Directors (being not less than two in number) determine that he should be removed as
a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance
with the Articles or by a resolution in writing signed by all of the other Directors; or
(f) the Director is removed from office pursuant to any other
provision of the Articles.
32. PROCEEDINGS OF DIRECTORS
32.1 The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless
so fixed shall be a majority of the Directors then in office.
32.2 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think
fit. Questions arising at any meeting of the Directors shall be decided by a majority of votes. In the case of an equality of votes, the
chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor
to a separate vote on behalf of his appointor in addition to his or her own vote.
32.3 A Person may participate in a meeting of the Directors or any committee of Directors by conference telephone,
video, a virtual platform or other communications equipment by means of which all the Persons participating in the meeting can communicate
with each other at the same time. Participation by a Person in a meeting in this manner is treated as presence in person at that meeting.
Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is located at the
start of the meeting.
32.4 A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of
a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office
by any Director, all of the Directors other than the Director who is the subject of such resolution (an alternate Director being entitled
to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director, being entitled to sign such resolution
both on behalf of his appointer and in his capacity as a Director) shall be as valid and effectual as if it had been passed at a meeting
of the Directors, or committee of Directors as the case may be, duly convened and held.
22
32.5 A Director may, or other Officer of the Company on the direction of a Director, call a meeting of the
Directors by at least two days' notice in writing to every Director and alternate Director which notice shall set forth the general nature
of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting
is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the
Company to the Members shall apply mutatis mutandis.
32.6 The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any
vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary
quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to
such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
32.7 The Directors may elect a chairman of their board and determine the period for which he or she is to hold
office, but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed
for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.
32.8 Subject to any regulations imposed on it by the Directors, including where the Directors have designated
a chairman of the committee, a committee appointed by the Directors may elect a chairman of its meetings and determine the period for
which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after
the time appointed for the meeting to commence, the committee members present may choose one of their number to be chairman of the meeting.
32.9 A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations
imposed on it by the Directors, questions arising at any committee meeting shall be determined by a majority of votes of the committee
members present and in case of an equality of votes the chairman shall have a second or casting vote.
32.10 All acts done by any meeting of the Directors or of a committee of the Directors (including any Person
acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment
of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were
not entitled to vote, be as valid as if every such Person had been duly appointed and/or not disqualified to be a Director or alternate
Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.
32.11 A Director but not an alternate Director may be represented at any meetings of the board of Directors
by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed
to be that of the appointing Director.
33. PRESUMPTION OF ASSENT
A Director or alternate Director who
is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such
action with the Person acting as the chairman of the meeting before the adjournment thereof or shall forward such dissent by registered
post to such Person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director or alternate
Director who voted in favour of such action.
23
34. DIRECTORS’ INTERESTS
34.1 A Director or alternate Director may hold any other office or place of profit under the Company (other
than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise
as the Directors may determine.
34.2 A Director or alternate Director may act by himself or by, through or on behalf of his firm, in a professional
capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or
alternate Director.
34.3 A Director or alternate Director may be or become a director or other Officer of or otherwise interested
in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and
no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a
director or Officer of, or from his interest in, such other company.
34.4 No Person shall be disqualified from the office of Director or alternate Director or prevented by such
office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction
entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable
to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company
for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director
holding office or of the fiduciary relationship thereby established. A Director (or his alternate Director in his absence) shall be at
liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director
or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.
34.5 A general notice that a Director or alternate Director is a shareholder, director, Officer or employee
of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient
disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such
general notice it shall not be necessary to give special notice relating to any particular transaction.
35. MINUTES
35.1 The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments
of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors,
and of committees of the Directors, including the names of the Directors or alternate Directors present at each meeting.
36. DELEGATION OF DIRECTORS’ POWERS
36.1 The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate,
to any committee consisting of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and
the Corporate Governance and Nominating Committee); any committee so formed shall in the exercise of the powers so delegated conform to
any conditions that may be imposed on it by the Directors. The Directors may also delegate to any managing director or any Director holding
any other executive office such of their powers, authorities and discretions as they consider desirable to be exercised by him provided
that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if he
ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with
or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions
that may be imposed by the Directors, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings
of Directors, so far as they are capable of applying.
24
36.2 The Directors may establish any committees, local boards or agencies or appoint any Person to be a manager
or agent for managing the affairs of the Company and may appoint any Person to be a member of such committees, local boards or agencies
and such Person need not be a Director or Officer of the Company. Any such appointment may be made subject to any conditions the Directors
may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by
the Directors. Subject to any such conditions that may be imposed by the Directors, the proceedings of any such committee, local board
or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
36.3 The Directors may adopt formal written charters for committees and, if so adopted, shall review and assess
the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary
to exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to
the Articles and as required by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory
authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Corporate Governance and
Nominating Committee, if established, shall consist of such number of Directors as the Directors shall from time to time determine (or
such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the SEC and/or
any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated
Stock Exchange, the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee shall be made up
of such number of Independent Directors as is required from time to time by the rules and regulations of the Designated Stock Exchange,
the SEC and/or any other competent regulatory authority or otherwise under Applicable Law.
36.4 The Directors may by power of attorney or otherwise appoint any Person to be the agent of the Company
on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be
revoked by the Directors at any time.
36.5 The Directors may by power of attorney or otherwise appoint any company, firm, Person or body of Persons,
whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose
and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and
for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain
such provisions for the protection and convenience of Persons dealing with any such attorneys or authorised signatories as the Directors
may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions
vested in him.
36.6 The Directors may from time to time appoint any Person, whether or not a Director, to hold such office
in the Company as the Directors may think necessary for the administration of the Company (including, for the avoidance of doubt and without
limitation, a chairman, chief executive officer, president, chief operating officer, chief financial officer, vice-presidents, secretary,
assistant secretaries, treasurer or any other officers as may be determined by the Directors), for such term and at such remuneration
(whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers
and duties as the Directors may think fit. Any Person so appointed by the Directors may be removed by resolution of the Directors or by
the Company by Ordinary Resolution. An Officer of the Company may vacate his office at any time if he gives notice in writing to the Company
that he resigns his office.
25
37. [Reserved.]
38. NO MINIMUM SHAREHOLDING
The Company in general meeting may fix
a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed, a Director
is not required to hold Shares.
39. REMUNERATION OF DIRECTORS
39.1 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall
determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection
with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of
the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge
of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination
partly of one such method and partly the other.
39.2 The Directors may by resolution approve additional remuneration to any Director for any services which
in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney
or solicitor to the Company, or otherwise serves it in a professional capacity, shall be in addition to his remuneration as a Director.
40. SEAL
40.1 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority
of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall
be signed by at least one Person who shall be either a Director or Officer of the Company or other Person appointed by the Directors for
the purpose.
40.2 The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals
each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face
of the name of every place where it is to be used.
40.3 A Director or Officer, representative or attorney of the Company may without further authority of the
Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to
be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
41. DIVIDENDS, DISTRIBUTIONS AND RESERVE
41.1 Subject to the Statute and this Article and except as otherwise provided by the rights attached to any
Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or
other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend
unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend
shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company,
out of the Share Premium Account or as otherwise permitted by law.
26
41.2 Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions
shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank
for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
41.3 The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money
(if any) then payable by him to the Company on account of calls or otherwise.
41.4 The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution
of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company
or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as
they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any
part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust
the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.
41.5 Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may
be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how
any costs involved are to be met.
41.6 The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as
they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company
and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
41.7 Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be
paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or,
in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such Person
and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order
of the Person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions,
bonuses, or other monies payable in respect of the Share held by them as joint holders.
41.8 No Dividend or other distribution shall bear interest against
the Company.
41.9 Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after
six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid
into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account
and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed
after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert
to the Company.
27
42. CAPITALISATION
The Directors may at any time capitalise
any sum standing to the credit of any of the Company's reserve accounts or funds (including the Share Premium Account and capital redemption
reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such
sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of
profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment
and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts
and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think
fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue
to the Company rather than to the Members concerned). The Directors may authorise any Person to enter on behalf of all of the Members
interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement
made under such authority shall be effective and binding on all such Members and the Company.
43. SHARE PREMIUM ACCOUNT
43.1 The Directors shall in accordance with the Statute establish a Share Premium Account and shall carry 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.
43.2 There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference
between the nominal value of such Share and the redemption or purchase price provided always that at the determination of the Directors
such sum may be paid out of the profits of the Company or, if permitted by the Statute, out of capital.
44. BOOKS OF ACCOUNT
44.1 The Directors shall cause proper books of account (including, where applicable, material underlying documentation
including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in
respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities
of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper
books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the
state of the Company's affairs and to explain its transactions.
44.2 The Directors shall determine whether and to what extent and at what times and places and under what conditions
or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and
no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred
by Statute or authorised by the Directors or by the Company in general meeting.
44.3 The Directors may cause to be prepared and to be laid before the Company in general meeting profit and
loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
45. AUDIT
45.1 The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors
determine.
28
45.2 If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable
of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy.
45.3 Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers
of the Company and shall be entitled to require from the Directors and Officers of the Company such information and explanation as may
be necessary for the performance of the duties of the Auditor.
45.4 Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their
tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the
Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of
a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office,
upon request of the Directors or any general meeting of the Company.
45.5 Without prejudice to the freedom of the Directors to establish any other committee, if any of the Shares
(or depositary receipts therefor) are listed or quoted on a Designated Stock Exchange, and if required by the rules and regulations of
the Designated Stock Exchange, the SEC and/or any other compentent regulatory authority or otherwise under Applicable Law, the Directors
shall establish and maintain an Audit Committee as a committee of the board of Directors and shall adopt a formal written audit committee
charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the
Audit Committee shall comply with the rules and regulations of the SEC and the Designated Stock Exchange and/or any other competent regulatory
authority or otherwise under Applicable Law. The Audit Committee (if one exists) shall meet at least once every financial quarter, or
more frequently as circumstances dictate.
45.6 If any of the Shares (or depositary receipts therefor) are listed or quoted on a Designated Stock Exchange,
the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee
for the review and approval of potential conflicts of interest.
45.7 The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists) or otherwise by
the Directors.
45.8 Any payment made to members of the Audit Committee (if one exists) shall require the review and approval
of the Directors, with any Director interested in such payment abstaining from such review and approval.
46. NOTICES
46.1 Notices shall be in writing and may be given by the Company to any Member either personally or by sending
it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is
given by e-mail by sending it to the e-mail address provided by such Member). For so long as any of the Shares are traded on a Designated
Stock Exchange, notice must also be served in accordance with the requirements of the Designated Stock Exchange. Notice may also be served
by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent
regulatory authority or by placing it on the Company’s Website.
29
46.2 Where a notice is sent by:
(a) courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company,
and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on
which the notice was delivered to the courier;
(b) post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting
a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public
holidays in the Cayman Islands) following the day on which the notice was posted;
(c) cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending
such notice and shall be deemed to have been received on the same day that it was transmitted;
(d) e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided
by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for
the receipt of the e-mail to be acknowledged by the recipient; and
(e) placing it on the Company’s Website, service of the notice shall be deemed to have been effected
one hour after the notice or document was placed on the Company’s Website.
46.3 A notice may be given by the Company to the Person or Persons which the Company has been advised are entitled
to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be
given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the
bankrupt, or by any like description at the address supplied for that purpose by the Persons claiming to be so entitled, or at the option
of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
46.4 Notice of every general meeting shall be given in any manner authorised by the Articles to every holder
of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders
the notice shall be sufficient if given to the joint holder first named in the Register of Members and every Person upon whom the ownership
of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but
for his death or bankruptcy would be entitled to receive notice of the meeting, and no other Person shall be entitled to receive notices
of general meetings.
47. WINDING UP
47.1 If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction
of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding
up:
(a) if the assets available for distribution amongst the Members shall be insufficient to repay the whole
of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the
Members in proportion to the par value of the Shares held by them; or
(b) if the assets available for distribution amongst the Members shall be more than sufficient to repay the
whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members
in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares
in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
30
47.2 If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and
with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in
kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may
for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members.
The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of
the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon
which there is a liability.
48. INDEMNITY AND INSURANCE
48.1 Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the Company),
together with every former Director and former Officer (each an “Indemnified Person”) shall be indemnified out of the
assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses,
whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such
liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default. No Indemnified Person shall
be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of
their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such Indemnified Person. No
person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless or until a court of competent
jurisdiction shall have made a finding to that effect.
48.2 The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses
incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity
will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking
to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified
Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication
that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall
not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest)
by the Indemnified Person.
48.3 The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director
or Officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such Person in respect
of any negligence, default, breach of duty or breach of trust of which such Person may be guilty in relation to the Company.
49. FINANCIAL YEAR
Unless the Directors otherwise prescribe,
the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st
January in each year.
50. TRANSFER BY WAY OF CONTINUATION
50.1 Subject to Article 50.2, if the Company is exempted as defined in the Statute, it shall, subject to the
provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate
under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
31
50.2 Prior to the consummation of a Business Combination, only holders of Class B Shares will have the right
to vote on the Company registering by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands
and to be deregistered in the Cayman Islands pursuant to Article 50.1. For the avoidance of doubt, prior to the consummation of a Business
Combination, holders of Class A Shares shall have no right to vote on the Company registering by way of continuation as a body corporate
under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
50.3 At the time of or following the consummation of a Business Combination, if the Company is exempted as
defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power
to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered
in the Cayman Islands.
50.4 Prior to the closing of a Business Combination, Article 50.2 may only be amended by a Special Resolution
passed by holders of a majority of at least ninety per cent of the Shares which, being entitled to do so, are voted in person or, where
proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a Special Resolution
has been given, or by way of unanimous written resolution.
51. MERGERS AND CONSOLIDATIONS
The Company shall have the power to
merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine
and (to the extent required by the Statute) with the approval of a Special Resolution.
52. DISCLOSURE
The Directors, Officers of the Company
or any authorised service providers (including the registered office agent of the Company), shall be entitled to disclose to any regulatory
or judicial authority, or to any Designated Stock Exchange on which the Shares may from time to time be listed, any information regarding
the affairs of the Company including, without limitation, information contained in the Register of Members and books of the Company.
53. BUSINESS COMBINATION
53.1 Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing
upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution
of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions
of this Article shall prevail.
53.2 Prior to the consummation of any Business Combination, the
Company shall either:
(a) submit such Business Combination to the Members for approval by way of an Ordinary Resolution; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a
per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business
days prior to the consummation of such Business Combination, including interest earned on the Trust Account (less taxes paid or payable
(other than excise or similar taxes)), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject
to the completion of the proposed Business Combination to which it relates.
32
53.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the US Exchange
Act in connection with a proposed Business Combination, it shall file tender offer documents with the SEC prior to completing such Business
Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights
as is required under Regulation 14A of the US Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed
Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of
the US Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the SEC.
53.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection
with any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements
provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with
any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other
group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per
cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of
Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption
election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of
whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate
amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination,
including interest earned on the Trust Account (less taxes payable) divided by the number of then issued Public Shares (such redemption
price being referred to herein as the “Redemption Price”).
53.6 A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine
(in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
53.7 In the event that the Company does not consummate a Business Combination within 24 months from the consummation
of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:
(a) cease all operations except for the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 (less taxes paid or payable (other than excise or similar taxes) and up to $100,000 of interest to
pay dissolution expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish
public Members’ rights as Members (including the right to receive further liquidation distributions, if any), subject to Applicable
Law; and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's
remaining Members and the Directors, liquidate and dissolve,
subject in each case 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.
33
53.8 In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company's obligation to allow redemption in connection with a
Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months
after the date of the closing of the IPO, or such later time as the Members may approve in accordance with the Articles, or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity,
of the Articles relating to the rights of holders of Class A Shares,
each holder of Public Shares who is
not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval
or effectiveness 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 to the Company to pay its taxes,
divided by the number of then outstanding Public Shares.
53.9 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the
event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust
Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the
Trust Account.
53.10 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company
shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.
53.11 As long as the securities of the Company are listed on a Designated Stock Exchange, the Company must complete
one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account
(net of amounts previously disbursed to the Company’s management for taxes or working capital and excluding the amount of deferred
underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with
a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal
operations.
53.12 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest
with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
53.13 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor,
a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated
with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from
an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of target business
the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting
firm that such a Business Combination is fair to the Company from a financial point of view.
53.14 A Business Combination must be approved by a majority of the board of Directors and a majority of the
Independent Directors.
34
54. BUSINESS OPPORTUNITIES
54.1 To the fullest extent permitted by Applicable Law, no individual serving as a Director or an officer (“Management”)
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces
any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter
which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed
by contract, to the fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate
opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director
and/or officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself,
directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the
Company.
54.2 Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy
of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate
opportunity for both the Company and Management, about which a Director and/or officer who is also a member of Management acquires knowledge.
54.3 To the extent a court might hold that the conduct of any activity related to a corporate opportunity that
is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted
by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted
by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in
the past.
55. EXCLUSIVE JURISDICTION AND FORUM
55.1 Unless the Company consents in writing to the selection of an alternative forum, the courts of the Cayman
Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, the Articles
or otherwise related in any way to each Member’s shareholding in the Company, including but not limited to:
(a) any derivative action or proceeding brought on behalf of
the Company;
(b) any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director,
Officer or other employee of the Company to the Company
or the Members;
(c) any action asserting a claim arising pursuant to any provision of the Statute, the Memorandum or the Articles;
or
(d) any action asserting a claim against the Company governed
by the “Internal Affairs Doctrine” (as such concept is recognized under the laws of the United States of America).
55.2 Each Member irrevocably submits to the exclusive jurisdiction
of the courts of the Cayman Islands over all such claims
or disputes.
55.3 Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges
that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum
and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance
or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.
55.4 This Article 55 shall not apply to any action or suits brought to enforce any liability or duty created
by the United States Securities Act of 1933, as amended, the Exchange Act, or any claim for which 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 forum for
determination of such a claim.
35
EX-10.1 — LETTER AGREEMENT, DATED MAY 18, 2026, AMONG THE COMPANY, AMANAT SPONSOR HOLDINGS LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE COMPANY
EX-10.1
Filename: ea029177601ex10-1.htm · Sequence: 4
Exhibit 10.1
May 18, 2026
Amanat Acquisition Corp
153 Central Avenue
C/O 56
Westfield, NJ 07091
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 Amanat Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Leerink Partners
LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”)
of up to 8,625,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (including up to 1,125,000 Class A ordinary
shares that may be purchased to cover over-allotments, if any) (the “Class A Ordinary Shares”). The Class A
Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has
applied to have the Class A Ordinary Shares listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph
11 hereof.
In order to induce the Company and the Underwriter
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of Amanat Sponsor Holdings LLC (the “Sponsor”) and the
undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each of the undersigned
individuals, an “Insider” and collectively, the “Insiders”), hereby agrees with the
Company as follows:
1.
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 agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or her in favor of any proposed Business Combination (except with respect to any such Offering Shares (as defined below) which may not be voted in favor of approving the Business Combination in accordance with the requirements of Rule 14e-5 under the Exchange Act (as defined below) and any Commission interpretations or guidance relating thereto) and (ii) not redeem any Ordinary Shares owned by it, him or her 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.
2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association (as it may be amended from time to time, the “Charter”), the Sponsor and each Insider shall take all reasonable steps to cause the Company to, as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Class A Ordinary Shares in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account (less taxes paid or payable (other than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Offering Shares, which redemption will constitute full and complete payment for the Offering Shares and completely extinguish all Public Shareholders’ (as defined below) rights as shareholders (including the right to receive further liquidating or other distributions, if any), subject 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 to not propose any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the required time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable (other than excise or similar taxes)), divided by the number of then issued and outstanding Offering Shares.
The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by
it, him or her, if any, any redemption rights it, he or she may have in connection with (a) the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination, or
(b) a shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with a Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated
a Business Combination within the time period set forth in the Charter or (B) with respect to any other material provisions relating to
shareholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase
Offering Shares (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights
with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set
forth in the Charter).
3.
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 the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to Ordinary Shares (including, but not limited to, Founder Shares) or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares (including, but not limited to, Founder Shares) or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The provisions of this paragraph will not apply to any transfer permitted under paragraph 7(c) hereof or if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.
2
4.
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, in connection with an extension of the timeframe for the Company to consummate a Business Combination or Business Combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. 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.
5.
To the extent that the Underwriter does not exercise their over-allotment option to purchase up to an additional 1,125,000 Class A Ordinary Shares within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares equal to 281,250 multiplied by a fraction, (i) the numerator of which is 1,125,000 minus the number of Class A Ordinary Shares purchased by the Underwriter upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,125,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriter so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding Class A Ordinary Shares after the Public Offering (on an as-converted basis not including the Private Placement Shares (as defined below)). The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Class A Ordinary Shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20.0% of its issued and outstanding Class A Ordinary Shares upon the consummation of the Public Offering (not including the Private Placement Shares). In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 1,125,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Class A Ordinary Shares issued in the Public Offering and (B) the reference to 281,250 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the number of Founder Shares to equal an aggregate of 20.0% of the Company’s issued and outstanding Class A Ordinary Shares after the Public Offering (on an as-converted basis not including Private Placement Shares).
6.
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
3
7.
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any Class A Ordinary Shares issuable upon conversion thereof) until the earlier of (A) 180 days after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, the date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).
(b) The Sponsor and each Insider agrees
that it, he or she shall not Transfer any Private Placement Shares, until 30 days after the completion of a Business Combination (the
“Private Placement Shares Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).
(c) Notwithstanding the provisions set
forth in paragraphs 7(a) and 7(b), Transfers of the Founder Shares (or any Class A Ordinary Shares issuable upon conversion thereof) or
Private Placement Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this
paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any members or partners of the Sponsor or 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 such individual’s immediate family or to a trust, the
beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of such 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 any forward purchase agreement
or similar arrangement or otherwise in connection with the consummation of an initial Business Combination at prices no greater than the
price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of
an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement
upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange or other similar
transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash,
securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however, that
in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating
to voting, the Trust Account and liquidating distributions).
8.
The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.
9.
[Reserved.]
10.
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company.
4
11.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Ordinary Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”); (iii) “Founder Shares” shall mean the 2,156,250 Class B Ordinary Shares issued and outstanding (up to 281,250 of which are subject to complete or partial forfeiture if the over-allotment option is not exercised by the Underwriter); (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Shares” shall mean the 300,000 Class A Ordinary Shares (or 311,250 Class A Ordinary Shares if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $3,000,000 (or $3,112,500 if the over-allotment option is exercised in full), or $10.00 per share, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Shares” shall mean the Private Placement Shares and public shares; (vii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (viii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Shares shall be deposited; and (ix) “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 Exchange Act, 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).
12.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy or policies, in accordance with its or their terms.
13.
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 all parties hereto.
14.
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 Insider and their respective successors, heirs and assigns and permitted transferees.
15.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or entity 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. 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.
16.
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.
5
17.
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.
18.
This Letter Agreement shall be governed by and construed and enforced in accordance with the internal 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 of 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.
19.
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 e-mail transmission.
20.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2026; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.
[Signature Page Follows]
6
Sincerely,
Amanat Sponsor Holdings LLC
By:
/s/ Sandeep Kulkarni
Name:
Sandeep Kulkarni
Title:
Director
By:
/s/ Sandeep Kulkarni
Name:
Sandeep Kulkarni
By:
/s/ Pavan Cheruvu
Name:
Pavan Cheruvu
By:
/s/ Nicholas Fernandez
Name:
Nicholas Fernandez
By:
/s/ Rakhi Kumar
Name:
Rakhi Kumar
By:
/s/ Brad Middlekauff
Name:
Brad Middlekauff
By:
/s/ Patrick Crutcher
Name:
Patrick Crutcher
Acknowledged and Agreed:
Amanat Acquisition Corp
By:
/s/ Pavan Cheruvu
Name:
Pavan Cheruvu
Title:
Chief Executive Officer
[Signature Page to Letter Agreement]
EX-10.2 — INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED MAY 18, 2026, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE
EX-10.2
Filename: ea029177601ex10-2.htm · Sequence: 5
Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management
Trust Agreement (this “Agreement”) is made effective as of May 18, 2026 by and between Amanat Acquisition Corp,
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. 333-295170 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering (the “Offering”) of the Company’s Class A Ordinary Shares, par value $0.0001
per share (the “Ordinary Shares”) 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 Leerink Partners LLC (the “Underwriter”);
and
WHEREAS, as described in the
Prospectus, $75,000,000 of the gross proceeds of the Offering and sale of the Private Placement Shares (as defined in the Underwriting
Agreement) (or $86,250,000 if the Underwriter’s over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Ordinary Shares issued in the Offering as hereinafter provided (the amount to be
delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and
WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $2,250,000, or $2,587,500 if the Underwriter’s over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon
and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”)
and at the Company’s sole and absolute discretion, up to $500,000 of this amount may be paid to third parties not participating
in the Company’s Offering that assist the Company in consummating the Business Combination; and
WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c)
In a timely manner, upon the written instruction of the Company, (i) hold the Property as uninvested 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 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 the account funds are invested or uninvested, the Trustee may earn bank credits or other consideration during such periods;
(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;
(e)
Promptly notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring action by the Company;
(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation of the Company’s financial statements or completion of the audit of the Company’s financial statements by the Company’s auditors;
(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;
(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;
(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“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, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company , and, in the case of Exhibit A, acknowledged and agreed to by the Underwriter, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes paid or payable and up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, (y) upon the date which is the later of (1) 24 months after the closing of the Offering 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 (as may be amended and/or restated from time to time, the “Articles”) 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 (less taxes paid or payable and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;
(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax 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, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority so long as there is no reduction in the principal amount per share initially deposited in the Trust Account plus any additional amounts, calculated on a per share basis, 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 cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;
2
(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 Public Shareholders on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares sold in the Offering (the “public shares”) if the Company has not consummated an initial Business Combination within such time as is described in the Articles or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and
(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.
2.
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 Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(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 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(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;
(d)
In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;
(e)
Provide the Underwriter with a copy of any Termination Letter(s), Tax Payment Withdrawal Instruction(s), Shareholder Redemption Withdrawal Instruction(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;
3
(f)
Unless otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person;
(g)
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and
(h)
Within four (4) business days after the Underwriter 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 Discount.
3.
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 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 expenses incident thereto;
(d)
Refund any depreciation in principal of any Property;
(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g)
Verify the accuracy of the information contained in the Registration Statement;
(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;
(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
4
(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or
(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.
4.
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.
5.
Termination. This Agreement shall terminate as follows:
(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, 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).
6.
Miscellaneous.
(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.
(b)
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York. 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.
5
(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of two-thirds of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, which are represented in person or by proxy and are voted at a general meeting of the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within the time frame specified in the Articles or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a 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 Articles 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, NY 10004
Attn: Francis Wolf & Celeste
Gonzalez
Email: fwolf@continentalstock.com
Email: cgonzalez@continentalstock.com
Tel: (212) 845-3233; (212)
845-3248
if to the Company, to:
Amanat Acquisition Corp
153 Central Avenue
C/O 56
Westfield, NJ 07091c
Attention: Nicholas Fernandez
Email: nicholas.fernandez@athanorcapital.com
in each case, with copies
(which copy shall not constitute notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attention: Giovanni Caruso, Esq
Email: gcaruso@loeb.com
and
6
Leerink Partners LLC
1301 Avenue of the Americas,
12th Floor
New York, NY 10019
Attn: Stuart Nayman
Email: Stuart.Nayman@leerink.com
and
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attn: Christian Nagler
Email: christian.nagler@kirkland.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 Underwriter is a third-party beneficiaries 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.
[Signature Page Follows]
7
IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
as Trustee
By:
/s/ Francis Wolf
Name:
Francis Wolf
Title:
Vice President
AMANAT ACQUISITION CORP
By:
/s/ Pavan Cheruvu
Name:
Pavan Cheruvu
Title:
Chief Executive Officer
[Signature Page to Investment Management Trust
Agreement]
8
SCHEDULE A
Fee Item
Time and method of payment
Amount
Initial set-up fee
Initial closing of Offering by wire transfer.
$ 2,000
Trustee administration fee
Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.
$ 8,000
Transaction processing fee for disbursements to Company under Section 1
Billed to Company following disbursement made 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
9
EXHIBIT A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re:
Trust Account - Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Amanat Acquisition Corp (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of May 18, 2026 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”)
to consummate a business combination with 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 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, the Company hereby authorizes you to commence to liquidate all of the assets of the Trust Account, and to transfer
the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the
funds held in the Trust Operating Account will be immediately available for transfer to the account or accounts that the Company shall
direct on the Consummation Date (including as directed to it by the Underwriter (with respect to the Deferred Discount)).
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
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 by the Chief Executive Officer, Chief Financial Officer or Chief Legal Officer,
which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b)
a joint written instruction signed by the Company and the Underwriter with respect to the transfer of the funds held in the Trust Operating
Account, including payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the
Deferred Discount directly to the account or accounts directed by the Underwriter from the Trust Account (the “Instruction
Letter”). 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 the Company has 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.
10
Very truly yours,
Amanat Acquisition Corp
By:
Name:
Pavan Cheruvu
Title:
Chief Executive Officer
Agreed and acknowledged by:
Leerink Partners LLC
By:
Name:
Title:
11
EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re:
Trust Account - Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Amanat Acquisition Corp (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of May 18, 2026 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Articles or on such earlier date as determined by the Company’s
Board of Directors, [the Company’s Board of Directors has determined to terminate the period in which the Company must consummate
a Business Combination on [●]], as described in the Company’s Prospectus relating to the Offering. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms
of the Trust Agreement, the Company hereby authorizes you to liquidate all of the assets in the Trust Account and to transfer the total
proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders, less taxes
payable or owed and up to $100,000 to cover dissolution expenses of the Company. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such amount for dissolution expenses of $____ promptly upon your
receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
The Company has selected __________
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. 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 Articles. Upon
the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust
Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the
Trust Agreement.
Very truly yours,
Amanat Acquisition Corp
By:
Name:
Title:
cc:
Leerink Partners LLC
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.
12
EXHIBIT C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re:
Trust Account - Tax Payment Withdrawal Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Amanat Acquisition Corp (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of May 18, 2026 (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. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
Very truly yours,
Amanat Acquisition Corp
By:
Name:
Title:
cc:
Leerink Partners LLC
13
EXHIBIT D
[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 Redemption Withdrawal Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Amanat Acquisition Corp (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of May 18, 2026 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest income
earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the
Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.
The Company needs such funds
to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial business combination or to redeem 100% of its public Ordinary Shares if the Company has
not consummated an initial Business Combination within such time as is described in the Articles or (B) with respect to any other material
provisions relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized
to transfer (via wire transfer) such funds to the redeeming Shareholders promptly upon your receipt of this letter in accordance with
your customary procedures.
Very truly yours,
Amanat Acquisition Corp
By:
Name:
Title:
cc: Leerink Partners LLC
14
EX-10.3 — REGISTRATION RIGHTS AGREEMENT, DATED MAY 18, 2026, AMONG THE COMPANY, AMANAT SPONSOR HOLDINGS LLC, AND THE HOLDERS SIGNATORY THERETO
EX-10.3
Filename: ea029177601ex10-3.htm · Sequence: 6
Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of May 18, 2026, is made and entered into by and among Amanat Acquisition Corp,
a Cayman Islands exempted company (the “Company”), Amanat
Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned
parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or
entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”
and collectively the “Holders”).
RECITALS
WHEREAS, the Company
has 2,156,250 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding,
up to 281,250 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriter of the
Company’s initial public offering exercise their over-allotment option;
WHEREAS, the Founder
Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”),
on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;
WHEREAS, on the date
hereof, the Company and the Sponsor entered into that certain Private Placement Shares Purchase Agreement (the “Private Placement
Shares Purchase Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 300,000 Ordinary Shares (or
up to 311,250 Ordinary Shares to the extent that the over-allotment option in connection with the Company’s initial public offering
is exercised in full) (the “Private Placement Shares”) in a private placement transaction occurring simultaneously
with the closing of the Company’s initial public offering;
WHEREAS, in order to
finance the Company’s transaction costs in connection with its search for and consummation of an initial Business Combination (as
defined below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the Company funds as the
Company may require, of which up to $1,500,000 of such loans may be convertible into Class A Ordinary Shares equivalent to Private Placement
Shares (“Working Capital Shares”) at a price of $10.00 per share at the option of the lender; 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 representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Article
I
Definitions
1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made
in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for
not making such information public.
“Agreement”
shall have the meaning given in the Preamble.
“Board” shall
mean the Board of Directors of the Company.
“Business Combination”
shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one
or more businesses, involving the Company.
“Commission”
shall mean the United States Securities and Exchange Commission.
“Company”
shall have the meaning given in the Preamble.
“Demand Registration”
shall have the meaning given in subsection 2.1.1.
“Demanding Holder”
shall have the meaning given in subsection 2.1.1.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form S-1”
shall have the meaning given in subsection 2.1.1.
“Form S-3”
shall have the meaning given in subsection 2.3.
“Founder Shares”
shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.
“Founder Shares Lock-up
Period” shall mean, with respect to the Founder Shares and any Ordinary Shares issuable upon conversion thereof, the period
ending on the earlier of (A) 180 days after the completion of the Company’s initial Business Combination and (B) subsequent to the
completion of the 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 Preamble.
“Insider Letter”
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 and directors.
“Maximum Number 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 light of the circumstances under
which they were made) not misleading.
“Ordinary Shares”
shall have the meaning given in the Recitals hereto.
“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period, as the case may
be, under the Insider Letter, the Private Placement Shares Purchase Agreement, this Agreement and any other applicable agreement between
such Holder and the Company, and to any transferee thereafter.
“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.
2
“Private Placement
Lock-up Period” shall mean, with respect to Private Placement Shares that are held by the initial purchasers of such
Private Placement Shares or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial
Business Combination.
“Private Placement Shares”
shall have the meaning given in the Recitals hereto.
“Private Placement Shares
Purchase Agreement” shall have the meaning given in the Recitals hereto.
“Pro Rata”
shall have the meaning given in subsection 2.1.4.
“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.
“Registrable Security”
shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion
of any of the Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Shares (including any Ordinary Shares or
other equivalent equity security issued or issuable upon the conversion of any of the Private Placement Shares or exercisable for Ordinary
Shares), (c) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the
conversion of any other equity security) of the Company held by a Holder as of the date of this Agreement or acquired by a Holder prior
to the consummation of the Business Combination, (d) any equity securities (including the Ordinary Shares issued or issuable upon the
exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000
made to the Company by a Holder, (e) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any
such equity security) of the Company held by a Holder on or after the date of the Business Combination to the extent that such securities
are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule
144) of the Company and (f) any other equity security of the Company issued or issuable with respect to any such Ordinary Share by way
of a share capitalization or share sub-division or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be
Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under
the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with
no volume or other restrictions or limitations including as to manner or timing of sale or current public information requirements);
or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities
transaction.
“Registration”
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.
“Registration Expenses”
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;
3
(B) fees and expenses of compliance with securities or blue sky
laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable
Securities);
(C) printing, messenger, telephone and delivery expenses;
(D) reasonable fees and disbursements of counsel for the Company;
(E) reasonable fees and disbursements of all independent registered
public accountants of the Company incurred specifically in connection with such Registration; and
(F) reasonable fees and expenses of one (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.
“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Requesting Holder”
shall have the meaning given in subsection 2.1.1.
“Securities Act”
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.
“Subsequent Shelf Registration”
shall have the meaning given in subsection 2.3.2.
“Takedown Requesting 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.
“Underwritten Registration”
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.
“Underwritten Shelf Takedown” shall
have the meaning given in subsection 2.3.3.
“Working Capital Shares” shall
have the meaning given in the Recitals hereto.
4
Article
II
registrations
2.1 Demand Registration.
2.1.1 Request for Registration. Subject to the provisions
of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates
the Business Combination, the Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities (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 ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable
Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s
Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s
Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing,
within five (5) 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; 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.
2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.
2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.
5
2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “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 Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, 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 that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
2.1.5
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 hereof 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.
6
2.2 Piggyback Registration.
2.2.1
Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.
2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s
account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof (pro rata based on the respective number of Registrable Securities
that such Holder has requested be included in such Registration), 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;
7
(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 hereof, pro rata based on the number of Registrable Securities that each Holder
has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to
be included in such Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the 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 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.
8
2.3 Shelf Registration.
2.3.1 The Holders of Registrable Securities may at any time, and
from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated
thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form
registration statement that may be available at such time (“Form S-3”), or if the Company is ineligible to
use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”) shall
provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available
to, and requested by, any Holder. Within five (5) 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 on a Shelf shall so notify the Company, in writing, within ten (10)
days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12)
days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all
or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion
of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by
such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant
to 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 $10,000,000. The Company shall maintain each Shelf in accordance with the terms
hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary
to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time
as there are no longer any Registrable Securities included on such Shelf. 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.
9
2.3.3
At any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor and Holders may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $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 Holders shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3.4
If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor, Holders and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor 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 Holders that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each such Holder has so requested to be included in such Underwritten Shelf Takedown; (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 Holders 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 hereof
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 Chairperson 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.
10
2.5 Legends. In connection with any sale or other disposition
of the Registrable Securities by a Holder pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission) and upon compliance by the Holder with the requirements of this Section 2.5, if requested by the Holder,
the Company shall cause the transfer agent for the Registrable Securities (the “Transfer Agent”) to remove
any restrictive legends related to the book entry account holding such Registrable Securities and make a new, unlegended entry for such
book entry shares sold or disposed of without restrictive legends within two (2) trading days of any such request therefor from the Holder;
provided that the Company and the Transfer Agent have timely received from the Holder customary representations and other documentation
reasonably acceptable to the Company and the Transfer Agent in connection therewith. Subject to receipt from the Holder by the Company
and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent
in connection therewith, the Holder may request that the Company remove any legend from the book entry position evidencing its Registrable
Securities and the Company will, if required by the Transfer Agent, use its commercially reasonable efforts cause an opinion of the Company’s
counsel be provided, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal of such restrictive legends
in such circumstances may be effected under the Securities Act, following the earliest of such time as such Registrable Securities (i)
are subject to or have been or are about to be sold pursuant to an effective registration statement or (ii) have been or are about to
be sold pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission). If
restrictive legends are no longer required for such Registrable Securities pursuant to the foregoing, the Company shall, in accordance
with the provisions of this section and within two (2) trading days of any request therefor from the Holder accompanied by such customary
and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer
required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such
book entry shares. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated
with such issuance.
Article
III
COMPANY PROCEDURES
3.1 General Procedures. If at any time on or after the
date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable Securities, the
Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the
intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as soon as practicable
a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement
to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;
3.1.2 prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or
any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration
form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until
all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth
in such Registration Statement or supplement to the Prospectus;
3.1.3 prior to filing a Registration Statement or Prospectus, or
any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included
in such Registration, and such Holders’ and Underwriters’ 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 and Underwriters may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;
11
3.1.4 prior to any public offering of Registrable Securities, use
its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or
“blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration
Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to
enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general
service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause all such Registrable Securities to be listed on each
securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
3.1.6 provide a transfer agent and registrar for all such Registrable
Securities no later than the effective date of such Registration Statement;
3.1.7 advise each seller of such Registrable Securities, promptly
after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness
of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best
efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
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 furnish a copy thereof to each seller
of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment
letters received with respect to any such Registration Statement or Prospectus;
3.1.9 notify the Holders at any time when a Prospectus relating
to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which
the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement
as set forth in Section 3.4 hereof;
3.1.10 permit a representative of the Holders (such representative
to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such
Holders or 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; and provided further, the Company may not include the name of any Holder or Underwriter
or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such
Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus,
or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder
or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include
unless contrary to applicable law;
3.1.11 obtain a “cold comfort” letter from the Company’s
independent registered public accountants in the event of an Underwritten Registration which the participating Holders may rely on, 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;
12
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 $25,000,000, use its reasonable efforts to make available senior executives of the Company
to participate in customary “road show” presentations that may be reasonably requested by the 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.
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.
13
3.5 Reporting Obligations. As long as any Holder shall
own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file
timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders
with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder
may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder
without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities
Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any
Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with
such requirements.
Article
IV
indemnification and contribution
4.1 Indemnification.
4.1.1 The Company agrees to indemnify, to the extent permitted
by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning
of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any
untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or
any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in
writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing
with respect to the indemnification of the Holder.
4.1.2 In connection with any Registration Statement in which a
Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits
as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted
by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning
of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’
fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information
or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to
indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder
of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers,
directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in
the foregoing with respect to indemnification of the Company.
14
4.1.3 Any person entitled to indemnification herein shall (i) give
prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure
to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially
prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall
not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay
the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect
to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified
party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect
to such claim or litigation.
4.1.4 The indemnification provided for under this Agreement shall
remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director
or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable
Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for
contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.
4.1.5 If the indemnification provided under Section 4.1
hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims,
damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall
contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses
in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any
other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference
to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified
party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity
to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount
paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the
limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method
of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
4.2 Waiver of Medallion Guaranty. The Company agrees to
use commercially reasonable efforts to enter into an indemnification agreement in customary form, in favor of Continental Stock Transfer
& Trust Company (or any successor transfer agent or warrant agent of the Company) in connection with the waiver of any requirement
to provide a medallion guarantee in connection with any Transfer of any equity securities of the Company by the Sponsor, the Representative
or any of their Permitted Transferees.
15
Article
V
MISCELLANEOUS
5.1 Notices. Any notice or communication under this Agreement
must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered
or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission
by hand delivery, electronic mail, telecopy, telegram 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, telegram 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: 153 Central Avenue, C/O 56, Westfield, NJ 07091, and, if to any Holder, at such Holder’s
address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at
any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty
(30) days after delivery of such notice as provided in this Section 5.1.
5.2 Assignment; No Third-Party Beneficiaries.
5.2.1 This Agreement and the rights, duties and obligations of
the Company hereunder may not be assigned or delegated by the Company in whole or in part.
5.2.2 Prior to the expiration of the 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.
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 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.
16
5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE
THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT 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. 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.
5.5 Amendments and Modifications. Upon the written consent
of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with
any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions
may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof
that adversely affects one Holder, solely in his, her or its capacity as a holder of the capital shares of the Company, in a manner that
is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing
between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising
any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single
or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any
other rights or remedies hereunder or thereunder by such party.
5.6 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.
5.7 Term. This Agreement shall terminate upon the earlier
of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been
sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities
Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities
are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities
Act with no volume or other restrictions or limitations. The provisions of Section 3.5 and Article IV hereof shall
survive any termination.
[Signature Page Follows]
17
IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
COMPANY:
Amanat Acquisition Corp
a Cayman Islands exempted company
By:
/s/ Pavan Cheruvu
Name:
Pavan Cheruvu
Title:
Chief Executive Officer
HOLDERS
Amanat Sponsor Holdings LLC
By:
/s/ Sandeep Kulkarni
Name:
Sandeep Kulkarni
Title:
Director
By:
/s/ Sandeep Kulkarni
Name:
Sandeep Kulkarni
By:
/s/ Pavan Cheruvu
Name:
Pavan Cheruvu
By:
/s/ Nicholas Fernandez
Name:
Nicholas Fernandez
By:
/s/ Rakhi Kumar
Name:
Rakhi Kumar
By:
/s/ Brad Middlekauff
Name:
Brad Middlekauff
By:
/s/ Patrick Crutcher
Name:
Patrick Crutcher
[Signature Page to Registration Rights Agreement]
18
EX-10.4 — PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, DATED MAY 18, 2026, BETWEEN THE COMPANY AND AMANAT SPONSOR HOLDINGS LLC
EX-10.4
Filename: ea029177601ex10-4.htm · Sequence: 7
Exhibit 10.4
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT SHARES
PURCHASE AGREEMENT, dated as of May 18, 2026, (as it may from time to time be amended, this “Agreement”), is
entered into by and between Amanat Acquisition Corp, a Cayman Islands exempted company (the “Company”), and
Amanat Sponsor Holdings LLC, a Delaware limited liability company (the “Purchaser”).
WHEREAS, the Company intends
to consummate an initial public offering (the “Public Offering”) of shares of the Company’s Class A Ordinary
Shares, par value $0.0001 per share (the “Shares”). The Purchaser has agreed to purchase an aggregate of 300,000
Shares (or 311,250 in the aggregate if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private
Placement Shares”).
NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization,
Purchase and Sale; Terms of the Private Placement Shares.
A. Authorization of the Private Placement Shares. The
Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.
B. Purchase and Sale of the Private Placement Shares.
(i) On the date of the consummation of the Public Offering or
on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 300,000 Private
Placement Shares at a price of $10.00 per share for an aggregate purchase price of $3,000,000 (the “Purchase Price”),
which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing
Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the
Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Shares purchased by the Purchaser
on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
(ii) On the date of the consummation of the closing of the over-allotment
option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company
(each such date, an “Over-Allotment Closing Date”, and each Over-Allotment Closing Date (if any) and the Initial
Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the
Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 11,250 additional Private Placement Shares at a price
of $10.00 per share for an aggregate purchase price of up to $112,500 (if the over-allotment option in connection with the Public Offering
is exercised in full) (the “Over-Allotment Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase
Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date
in accordance with the Company’s wiring instructions. On the Over-Allotment Closing Date, upon the payment by the Purchaser of
the Over-Allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Shares purchased
by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
C. Terms of the Private Placement Shares.
(i) The Private Placement Shares shall be subject to a letter
agreement, dated as of the date hereof, by and among the Purchaser, the Company and certain of the Company’s directors and officers
(a “Letter Agreement”).
(ii) At the time of the Initial Closing Date, the Company and
the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant
to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.
Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement
Shares, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date)
that:
A. Incorporation and Corporate Power. The Company is
an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to
do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on
the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement and the Letter Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement
and the Private Placement Shares have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid
and binding obligation of the Company, enforceable in accordance with its terms.
(ii) The execution and delivery by the Company of this Agreement
and the Private Placement Shares, the issuance and sale of the Private Placement Shares and the fulfillment of, and compliance with,
the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach
of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof
or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which
the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required
after the date hereof under federal or state securities laws.
C. Title to Securities. Upon issuance in accordance with,
and payment pursuant to, the terms hereof, the Private Placement Shares will be duly and validly issued, fully paid and nonassessable.
Upon issuance in accordance with, and payment pursuant to, the terms hereof, and upon registration in the Company’s register of
members, the Purchaser will have good title to the Private Placement Shares, free and clear of all liens, claims and encumbrances of
any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
D. Governmental Consents. No permit, consent, approval
or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery
and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.
E. Regulation D Qualification. Neither the Company nor,
to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities,
has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended
(the “Securities Act”).
Section 3. 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 Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall
survive each Closing Date) that:
A. Organization and Requisite Authority. The Purchaser
possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation
of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).
(ii) (The execution and delivery by the Purchaser of this Agreement
and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict
with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree
to which the Purchaser is subject.
2
C. Investment Representations.
(i) The Purchaser is acquiring the Private Placement Shares (the
“Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards,
or for resale in connection with, any public sale or distribution thereof.
(ii) The Purchaser is an “accredited investor” as
such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant
to Rule 506(d) under the Securities Act.
(iii) The Purchaser understands that the Securities are being offered
and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities
laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and
warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser
to acquire such Securities.
(iv) The Purchaser did not decide to enter into this Agreement
as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities
Act.
(v) The Purchaser has been furnished with all materials relating
to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been
requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors
of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such
accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition
of the Securities.
(vi) The Purchaser understands that no United States federal or
state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities
or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed
the merits of the offering of the Securities.
(vii) The Purchaser understands that: (a) the Securities have not
been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically
set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities
under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. While the
Purchaser understands that Rule 144 is not available for the resale of securities initially issued by shell companies (other than business
combination related shell companies) or issuers that have been at any time previously a shell company, the Purchaser understands that
Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was formerly
a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the
securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such
shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year
has elapsed from the time that the issuer filed current Form 10 type information with the U.S. Securities and Exchange Commission (the
“SEC”) reflecting its status as an entity that is not a shell company.
(viii) The Purchaser has such knowledge and experience in financial
and business matters, knows of the high degree of risk associated with investments in the securities of companies in the development
stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic
risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate
means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity
which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.
Section 4. Conditions
of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Shares is subject
to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations
and warranties of the Company contained in Section 2 hereof 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 Letter Agreement.
D. Letter Agreement and Registration Rights Agreement.
The Company shall have entered into the Letter Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.
3
Section 5. 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 hereof 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 Letter Agreement
and the issuance and sale of the Private Placement Shares 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 Letter Agreement.
E. Letter Agreement. The Company shall have entered into
the Letter Agreement on terms satisfactory to the Company.
Section 6. Termination.
This Agreement may be terminated at any time after June 30, 2026 upon the election by either the Company or the Purchaser upon written
notice to the other party if the closing of the Public Offering does not occur prior to such date.
Section 7. Survival of
Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.
Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on
Form S-1 the Company has filed with the SEC under the Securities Act.
Section 9. Miscellaneous.
A. Successors and Assigns. Except as otherwise expressly
provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or
anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof
(including, without limitation one or more of its members).
B. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement
is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same agreement.
D. Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the
word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing Law. This Agreement shall be deemed to be
a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws
of the State of New York.
F. Amendments. This Agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by all parties hereto.
[Signature Page Follows]
4
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.
COMPANY
Amanat Acquisition Corp
a Cayman Islands exempted company
By:
/s/ Pavan Cheruvu
Name:
Pavan Cheruvu
Title:
Chief Executive Officer
PURCHASER
Amanat Sponsor Holdings LLC
a Delaware limited liability company
By:
/s/ Sandeep Kulkarni
Name:
Sandeep Kulkarni
Title:
Director
5
EX-10.5 — ADMINISTRATIVE SERVICES AND INDEMNIFICATION AGREEMENT, DATED MAY 18, 2026, BETWEEN THE COMPANY AND AMANAT SPONSOR HOLDINGS LLC
EX-10.5
Filename: ea029177601ex10-5.htm · Sequence: 8
Exhibit 10.5
Amanat Acquisition Corp
153 Central Avenue
C/O 56
Westfield, NJ 0709
May 18, 2026
Amanat Sponsor Holdings LLC
153 Central Avenue
C/O 56
Westfield, NJ 0709
Re:
Administrative Services and Indemnification Agreement
Ladies and Gentlemen:
This letter agreement (this
“Agreement”) by and between Amanat Acquisition Corp (the “Company”) and Amanat
Sponsor Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing
on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”),
pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (“Business
Combination”) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier
date hereinafter referred to as the “Termination Date”):
1. The Sponsor shall make available, or cause to be made available,
to the Company, at 153 Central Avenue, C/O 56, Westfield, NJ 07091 (or any successor location), officer compensation and administrative
services as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor $20,000 per month on the
Listing Date and continuing monthly thereafter until the Termination Date.
2. The Company agrees to indemnify and hold harmless the Sponsor,
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) 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) that arises out of or relates to (i) the Offering or the Company’s operations or
conduct of its business (including, for the avoidance of doubt, a Business Combination), or (ii) any claim against the Sponsor alleging
any expressed or implied management or endorsement by the Sponsor of any activities of the Company or any express or implied association
between the Sponsor, on the one hand, and the Company or any of its 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 2 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 2 shall survive the Company’s
consummation of a Business Combination.
3. The Sponsor 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 established for the benefit of the
public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will
be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a
result of, or arising out of, this 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.
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.
No party hereto may assign
either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval 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 and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state,
without regards to the conflicts of laws principles thereof.
[Signature Page Follows]
2
Very truly yours,
Amanat Acquisition Corp
By:
/s/ Pavan Cheruvu
Name:
Pavan Cheruvu
Title:
Chief Executive Officer
AGREED AND ACCEPTED BY:
Amanat Sponsor Holdings LLC
By:
/s/ Sandeep Kulkarni
Name:
Sandeep Kulkarni
Title:
Director
[Signature Page to Administrative Services
and Indemnification Agreement]
3
EX-99.1 — PRESS RELEASE, DATED MAY 19, 2026
EX-99.1
Filename: ea029177601ex99-1.htm · Sequence: 9
Exhibit 99.1
Amanat Acquisition Corp Announces Pricing of
$75 Million Initial Public Offering
Westfield, New Jersey, United States, May 19,
2026 (GLOBE NEWSWIRE) – Amanat Acquisition Corp (the “Company”), a newly organized special purpose acquisition company
formed as a Cayman Islands exempted company, today announced the pricing of its initial public offering of 7,500,000 Class A ordinary
shares at an offering price of $10.00 per share. The Class A ordinary shares are expected to trade on the Nasdaq
Capital Market under the ticker symbol “AMAN” beginning
today. The offering is expected to close on May 20, 2026, subject to customary closing conditions.
The Company
is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination
target in any business or industry, it intends to focus on opportunities in healthcare or healthcare-related industries.
Leerink
Partners is acting as sole bookrunning manager. The Company has granted the underwriter a 45-day option to purchase up to 1,125,000 additional
Class A ordinary shares at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if
any.
A registration statement relating to the securities
sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May
18, 2026 (the “Effective Date”). The public offering is being made only by means of
a prospectus. When available, copies of the prospectus relating to the offering may be obtained from Leerink Partners LLC, Attn: Syndicate
Department, 1301 Avenue of the Americas, 5th Floor, New York, New York 10019, by email at syndicate@leerink.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.
About Amanat Acquisition Corp
Amanat Acquisition Corp is
a recently incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of entering
into a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
with one or more businesses. The Company has not selected any specific business
combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any
business combination target with respect to an initial business combination with the Company. While the Company may pursue an initial
business combination in any business or industry, the Company intends to focus on healthcare or healthcare-related industries, which can
benefit from the expertise and capabilities of the management team in order to create long-term shareholder value. The Company is sponsored
by Amanat Sponsor Holdings LLC and is led by Dr. Sandeep C. Kulkarni, its Chairman of the Board, Dr. Pavan Cheruvu, its Director and Chief
Executive Officer, and Mr. Nicholas Fernandez, its Chief Financial Officer. The Company’s Board of Directors also includes Ms. Rakhi
Kumar, Mr. Brad Middlekauff, and Mr. Patrick Crutcher.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the Company’s initial public offering (“IPO”) including
the gross proceeds of the IPO, the anticipated use of the net proceeds from the IPO and the search for an initial business combination.
No assurance can be given that the offering discussed above will be completed on the terms described, or that the net proceeds of the
offering will be used as indicated or that the Company will ultimately complete a business combination transaction in the sectors it is
targeting or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Amanat Acquisition
Corp, including those set forth in the Risk Factors section of Amanat Acquisition Corp’s registration statement and preliminary
prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Amanat Acquisition Corp undertakes
no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Nicholas Fernandez
Chief Financial Officer
153 Central Avenue
C/O 56
Westfield, NJ 07091
201-688-0364
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 14
v3.26.1
Cover
May 20, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
May 20, 2026
Current Fiscal Year End Date
--12-31
Entity File Number
001-43237
Entity Registrant Name
AMANAT ACQUISITION CORP
Entity Central Index Key
0002112457
Entity Tax Identification Number
00-0000000
Entity Incorporation, State or Country Code
E9
Entity Address, Address Line One
153 Central
Avenue
Entity Address, Address Line Two
C/O 56
Entity Address, City or Town
Westfield
Entity Address, State or Province
NJ
Entity Address, Postal Zip Code
07091
City Area Code
201
Local Phone Number
688-0364
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Class A ordinary shares, par value $0.0001 per share
Trading Symbol
AMAN
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
End date of current fiscal year in the format --MM-DD.
+ References
No definition available.
+ Details
Name:
dei_CurrentFiscalYearEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:gMonthDayItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
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