Cayman Islands | | | 6770 | | | 85-3928298 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
| | 930 Tahoe Blvd, Suite 802 PMB 381 Incline Village, NV 89451 (415) 307-2340 | | |
Alexander D. Lynch, Esq. Craig W. Adas, Esq. Barbra J. Broudy, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 | | | Ian Schuman, Esq. Erika Weinberg, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 Tel: (212) 906-1200 Fax: (213) 751-4864 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☒ |
Title of Each Class of Security Being Registered | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) | | | 17,250,000 units | | | $10.00 | | | $172,500,000 | | | $18,820 |
Class A ordinary shares included as part of the units(3) | | | 17,250,000 shares | | | — | | | — | | | —(4) |
Redeemable warrants included as part of the units(3) | | | 8,625,000 warrants | | | — | | | — | | | —(4) |
Total | | | | | | | $172,500,000 | | | $18,820(5) |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Includes 2,250,000 units, consisting of 2,250,000 Class A ordinary shares and 1,125,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends, or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | The filing fee has been previously paid. |
| | Per Unit | | | Total | |
Public offering price | | | $10.00 | | | $150,000,000 |
Underwriting discounts and commissions(1) | | | $0.55 | | | $8,250,000 |
Proceeds, before expenses, to us | | | $9.45 | | | $141,750,000 |
(1) | Includes $0.35 per unit, or $5,250,000 in the aggregate (or $6,037,500 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the consummation of an initial business combination. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $150,000,000, or $172,500,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $3,450,000 if the underwriters’ over-allotment option is exercised in full) and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. |
Citigroup | | | | | Jefferies |
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• | “advisory committee” are to an advisory committee formed for the purpose of assisting the board of directors and management with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire; |
• | “amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering; |
• | “Companies Act” are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; |
• | “completion window” is the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of the public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends 24 months from the closing of this offering; |
• | “directors” are to our current directors and director nominees; |
• | “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of such securities; |
• | “founder shares” are to shares of our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as provided herein; |
• | “initial shareholders” are to our sponsor and any other holders of our founder shares immediately prior to this offering; |
• | “letter agreement” refers to the letter agreement with our sponsor, officers and directors, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; |
• | “management” or our “management team” are to our officers and directors; |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “permitted withdrawals” are to amounts withdrawn from interest earned on the trust account to fund our regulatory compliance costs and to pay our taxes; |
• | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; |
• | “public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), including the shares purchased by a fund managed by ; |
• | “public shareholders” are to the holders of our public shares, including our sponsor, officers, directors and their respective affiliates to the extent our sponsor, officers, directors or their respective affiliates purchase public shares, provided that each of their status as a “public shareholder” shall only exist with respect to such public shares; |
• | “sponsor” are to Deep Lake Capital Sponsor LP, a Cayman Islands exempted limited partnership; |
• | “warrants” are to our warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants; |
• | “we,” “us,” “Deep Lake Capital,” “company” or “our company” are to Deep Lake Capital Acquisition Corp., a Cayman Islands exempted company; and |
• | “underwriter’s option to purchase additional units” are to the underwriter’s 45-day option to purchase up to an additional 2,250,000 units to cover over-allotments, if any. |
• | Robust Target Sector Coverage. We are energetic and creative in our pursuit of opportunities and evaluate all potential business combinations in an unbiased way, using deep domain experience and fundamental analysis to identify growth potential and unlock long-term value. |
• | Disciplined Capital Deployment. We will bring the same set of best practices, methodology and insightful query from our prior experiences to support our investment approach and strategic assessment. Decisions will be supported by rigorous internal review, independent third-party confirmation and a strong system of internal measures, governance and controls. |
• | Strategic Involvement. We seek a business combination where our management team will help propel the combined business through its next stage of growth as a successful public company. |
• | Talent Management and Motivation. We believe our founders are particularly well-versed at identifying, building and nurturing high-performing teams, and that this will be a key differentiating factor in our ability to attract a target business and generate long-term value through a business combination. |
• | Social Responsibility. We operate Deep Lake Capital and any eventual business combination in a manner that adheres to the highest ethical standards of conduct, puts a high priority on the diversity of our workplace and promotes corporate and individual involvement in our communities to benefit the broader society. |
• | Success of All Stakeholders. Our success is defined by the success of our investors and target companies while fulfilling our investment thesis of long-term growth and sustainable value creation. |
• | The advent of cloud computing has created an infinite scale utility that entrepreneurs now access to build applications and experiences with increasing global reach and decreasing cost friction. |
• | Open software platforms, connected with an ecosystem of mutually interested developer communities, have proven better at continuous innovation and high-quality, cost-effective software development versus traditional, internally developed R&D efforts. |
• | Data management and analytics tools have grown in sophistication and availability to the point of enabling embedded, real-time, intelligent decisions directly into product experiences. |
• | The capital required to scale efforts is becoming increasingly more accessible and important to business growth. Mechanisms such as crowd-source funding, direct listing, and SPACs democratize capital access from start-up to public markets. |
• | Experience of Creating Industry Defining FinTech and Ecommerce Enablement Businesses. We believe that our management’s track record of identifying, investing, building and leading industry leading FinTech and ecommerce enablement companies, public as well as private, differentiates our offering and positions us well to appropriately evaluate potential business combinations and select one that will be well received by the public markets. |
• | Strong Operational and Management Capabilities. Our management team has a long-standing history of leading and growing large companies with unique business models and building successful teams across a broad range of industries. Additionally, our management team has a deep understanding and expertise in navigating highly regulated industries (such as credit lending, banking and public utilities) in rapidly shifting landscapes. Deep Lake Capital can provide hands-on operational improvements, |
• | Proprietary Sourcing Channels and Leading Industry Relationships. Our relationships with leading technology company founders, executives of private and public companies, venture capitalists, and growth equity fund managers can be effectively leveraged into a unique deal flow across a broad range of opportunities. We will focus on using these connections, and our own unique backgrounds and experiences, as a differentiating advantage in finding value-creating opportunities within our Target Sectors. |
• | Deep Understanding of Underlying Technology Infrastructure and Data. Our management team has deep understanding of underlying technology and associated data given our extensive experience leading payments, commerce, finance, and internet technology companies. This positions us to identify the right targets with scalable technology and strong growth prospects, while having the ability to identity opportunities to monetize valuable underlying transactional data. |
• | Execution and Structuring Capability. Our combined expertise and reputation will allow us to source and negotiate transactions with an attractive investment thesis for our investors to evaluate. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. We believe our focus and efforts will generate investment opportunities with attractive risk/reward profiles based on sound valuation logic and transparent structural characteristics. |
• | Can Benefit from Unique Capabilities of Deep Lake Capital’s Management Team. We will seek to leverage our management team’s industry expertise and operational experiences as both executives and investors in the FinTech, ecommerce, and infrastructure industries. |
• | Unique Competitive Moats. We will seek to acquire companies that have unique competitive advantages in our Target Sectors, especially those with differentiated technologies such as cloud computing and the ability to leverage data and analytics. Additionally, we will seek to acquire a business with a strong business model, distribution capabilities, scalable leadership teams and proven cultural advantages. |
• | Can Benefit from Being a Publicly Traded Company. We will seek to acquire a business which can benefit from being a publicly traded company, with access to broader capital markets, to achieve the business’ growth strategy. |
• | Large Total Addressable Market and Ability to Scale Through Organic and Inorganic Routes. We will seek to prioritize our focus on investments in large and growing industries. We will seek to acquire a business that has the potential to grow market share organically through innovation and inorganically through additional acquisitions. |
• | Attractive Financial Profile. We will seek to acquire a business that has high recurring revenues and operating leverage and has historically generated, or has the near-term potential to generate, strong and sustainable free cash flow. |
• | Platform Offering with Opportunity for Continuous Innovation and Acquisitions. We will seek to acquire a business that has a platform offering, with the potential to innovate new solutions and build an ecosystem overtime. |
• | one Class A ordinary share; and |
• | one-half of one redeemable warrant. |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the forfeiture of 562,000 founder shares. |
(2) | Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination. |
(3) | Includes 562,500 founder shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. |
(4) | Includes 15,000,000 public shares and 3,750,000 founder shares, assuming 562,500 founder shares have been forfeited. |
• | 30 days after the completion of our initial business combination; and |
• | twelve months from the closing of this offering; |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period”; and |
• | if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants— Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Shareholders’ Warrants”; |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
• | prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; |
• | in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share; |
• | the founder shares are subject to certain transfer restrictions, as described in more detail below; |
• | our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering |
• | the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association; and |
• | the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,100,000 in working capital after the payment of approximately $900,000 in non-reimbursed expenses relating to this offering; and |
• | any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
• | Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $15,000 per month; |
• | Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. |
| | December 31, 2020 | |
Balance Sheet Data: | | | |
Working capital (deficiency) | | | $(473,290) |
Total assets | | | $380,631 |
Total liabilities | | | $473,290 |
Shareholder’s deficit | | | $(92,659) |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; |
• | our financial performance following this offering; or |
• | the other risk and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | a review of debt-to-equity ratios in leveraged transactions; |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of this offering; and |
• | other factors as were deemed relevant. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
| | Without over- allotment option | | | Over-allotment option exercised | |
Gross proceeds | | | | | ||
Gross proceeds from units offered to public(1) | | | $150,000,000 | | | $172,500,000 |
Gross proceeds from private placement warrants offered in the private placement | | | 5,000,000 | | | 5,450,000 |
Total gross proceeds | | | $155,000,000 | | | $177,950,000 |
Estimated offering expenses(2) | | | | | ||
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | | $3,000,000 | | | $3,450,000 |
Legal fees and expenses | | | 450,000 | | | 450,000 |
Printing and engraving expenses | | | 40,000 | | | 40,000 |
Accounting fees and expenses | | | 50,000 | | | 50,000 |
SEC/FINRA Expenses | | | 45,195 | | | 45,195 |
Travel and road show | | | 5,000 | | | 5,000 |
Nasdaq listing and filing fees | | | 85,000 | | | 85,000 |
Director & Officer liability insurance premiums | | | 100,000 | | | 100,000 |
Miscellaneous | | | 124,805 | | | 124,805 |
Total estimated offering expenses (other than underwriting commissions) | | | $900,000 | | | $900,000 |
Proceeds after estimated reimbursed offering expenses | | | $151,100,000 | | | $173,600,000 |
Held in trust account(3) | | | $150,000,000 | | | $172,500,000 |
% of public offering size | | | 100% | | | 100% |
Not held in trust account | | | $1,100,000 | | | $1,100,000 |
| | Amount | | | % of Total | | |
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(6) | | | 485,000 | | | 44.1 | |
Legal and accounting fees related to regulatory reporting obligations | | | 155,000 | | | 14.1 | |
Payment for office space, administrative and support services | | | 360,000 | | | 32.7 | |
Working capital to cover miscellaneous expenses and reserves | | | 100,000 | | | 9.1 | |
Total | | | $1,100,000 | | | 100% | |
(1) | Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | A portion of the offering expenses will be paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. To date, we have borrowed $50,900 under the promissory note with our sponsor. These amounts will be repaid upon completion of this offering out of the $900,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) and not to be held in the trust account. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account. |
(3) | The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, $5,250,000, which constitutes the underwriters’ deferred commissions (or $6,037,500 if the underwriters’ over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account. See “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business |
(4) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account may not be invested or bear interest until January 1, 2022, after which the proceeds will be held in an interest-bearing trust account. The proceeds held in the trust account will be invested beginning in January 2022 only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.07% per year, we estimate the interest earned on the trust account will be approximately $105,000 per year; however, we can provide no assurances regarding this amount. |
(5) | Assumes no exercise of the underwriters’ over-allotment option. |
(6) | Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing. |
| | Without over-allotment | | | With over-allotment | |||||||
Public offering price | | | | | $10.00 | | | | | $10.00 | ||
Net tangible book deficit before this offering | | | (0.11) | | | | | (0.11) | | | ||
Increase attributable to public shareholders | | | 1.18 | | | | | 1.05 | | | ||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | | 1.07 | | | | | 0.94 | ||
Dilution to public shareholders | | | | | $8.93 | | | | | $9.06 | ||
Percentage of dilution to public shareholders | | | | | 89.3% | | | | | 90.6% |
| | Shares purchased | | | Total consideration | | | Average price per share | |||||||
| | Number | | | Percentage | | | Amount | | | Percentage | | |||
Class B Ordinary Shares(1) | | | 3,750,000 | | | 20.0% | | | $25,000 | | | 0.02% | | | $0.007 |
Public Shareholders | | | 15,000,000 | | | 80.0% | | | 150,000,000 | | | 99.98% | | | $10.00 |
| | 18,750,000 | | | 100.0% | | | $150,025,000 | | | 100.00% | | |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 562,500 Class B ordinary shares held by our sponsor. |
| | Without over-allotment | | | With over-allotment | |
Numerator: | | | | | ||
Net tangible book deficit before this offering | | | $(473,290) | | | $(473,290) |
Net proceeds from this offering and sale of the private placement warrants(1) | | | 151,100,000 | | | 173,600,000 |
Plus: Offering costs accrued or paid in advance, excluded from tangible book value | | | 380,631 | | | 380,631 |
Less: Deferred underwriting commissions | | | (5,250,000) | | | (6,037,500) |
Less: Proceeds held in trust subject to redemption(2) | | | (140,757,340) | | | (162,469,840) |
| | $5,000,001 | | | $5,000,001 | |
| | | | |||
Denominator: | | | | | ||
Ordinary shares outstanding prior to this offering | | | 4,312,500 | | | 4,312,500 |
Ordinary shares forfeited if over-allotment is not exercised | | | (562,500) | | | — |
Ordinary shares included in the units offered | | | 15,000,000 | | | 17,250,000 |
Less: Ordinary shares subject to redemption | | | (14,075,734) | | | (16,246,984) |
| | 4,674,266 | | | 5,315,516 |
(1) | Expenses applied against gross proceeds include offering expenses of $900,000 and underwriting commissions of $3,000,000 or $3,450,000 if the underwriters exercise their over-allotment option (excluding deferred underwriting fees). See “Use of Proceeds.” |
(2) | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business Effecting Our Initial Business Combination—Effecting Our Initial Business Combination—Permitted Purchases and Other Transactions with Respect to Our Securities.” |
| | December 31, 2020 | ||||
| | Actual | | | As adjusted(1) | |
Note payable—related party(2) | | | $50,900 | | | $— |
Deferred underwriting commissions | | | — | | | 5,250,000 |
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; -0- and 14,075,734 shares subject to possible redemption, actual and as adjusted, respectively(3) | | | — | | | 140,757,340 |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted | | | — | | | — |
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; -0- and 924,266 shares issued and outstanding (excluding -0- and 14,075,734 shares subject to possible redemption), actual and as adjusted, respectively | | | — | | | 92 |
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 4,312,500 and 3,750,000 shares issued and outstanding, actual and as adjusted, | | | | | ||
respectively | | | 431 | | | 375 |
Additional paid-in capital | | | 24,569 | | | 5,117,193 |
Accumulated deficit | | | (117,659) | | | (117,659) |
Total shareholders’ equity (deficit) | | | $(92,659) | | | $5,000,001 |
Total capitalization | | | $(41,759) | | | $151,007,341 |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 562,500 Class B ordinary shares held by our sponsor. |
(2) | Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. To date, we have borrowed $50,900 under the promissory note with our sponsor. |
(3) | Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. |
• | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | staffing for financial, accounting and external reporting areas, including segregation of duties; |
• | reconciliation of accounts; |
• | proper recording of expenses and liabilities in the period to which they relate; |
• | evidence of internal review and approval of accounting transactions; |
• | documentation of processes, assumptions and conclusions underlying significant estimates; and |
• | documentation of accounting policies and procedures. |
• | Robust Target Sector Coverage. We are energetic and creative in our pursuit of opportunities and evaluate all potential business combinations in an unbiased way, using deep domain experience and fundamental analysis to identify growth potential and unlock long-term value. |
• | Disciplined Capital Deployment. We will bring the same set of best practices, methodology and insightful query from our prior experiences to support our investment approach and strategic assessment. Decisions will be supported by rigorous internal review, independent third-party confirmation and a strong system of internal measures, governance and controls. |
• | Strategic Involvement. We seek a business combination where our management team will help propel the combined business through its next stage of growth as a successful public company. |
• | Talent Management and Motivation. We believe our founders are particularly well-versed at identifying, building and nurturing high-performing teams, and that this will be a key differentiating factor in our ability to attract a target business and generate long-term value through a business combination. |
• | Social Responsibility. We operate Deep Lake Capital and any eventual business combination in a manner that adheres to the highest ethical standards of conduct, puts a high priority on the diversity of our workplace and promotes corporate and individual involvement in our communities to benefit the broader society. |
• | Success of All Stakeholders. Our success is defined by the success of our investors and target companies while fulfilling our investment thesis of long-term growth and sustainable value creation. |
• | The advent of cloud computing has created an infinite scale utility that entrepreneurs now access to build applications and experiences with increasing global reach and decreasing cost friction. |
• | Open software platforms, connected with an ecosystem of mutually interested developer communities, have proven better at continuous innovation and high-quality, cost-effective software development versus traditional, internally developed R&D efforts. |
• | Data management and analytics tools have grown in sophistication and availability to the point of enabling embedded, real-time, intelligent decisions directly into product experiences. |
• | The capital required to scale efforts is becoming increasingly more accessible and important to business growth. Mechanisms such as crowd-source funding, direct listing, and SPACs democratize capital access from start-up to public markets. |
• | Experience of Creating Industry Defining FinTech and Ecommerce Enablement Businesses. We believe that our management’s track record of identifying, investing, building and leading industry leading FinTech and ecommerce enablement companies, public as well as private, differentiates our offering and positions us well to appropriately evaluate potential business combinations and select one that will be well received by the public markets. |
• | Strong Operational and Management Capabilities. Our management team has a long-standing history of leading and growing large companies with unique business models and building successful teams across a broad range of industries. Additionally, our management team has a deep understanding and expertise in navigating highly regulated industries (such as credit lending, banking and public utilities) in rapidly shifting landscapes. Deep Lake Capital can provide hands-on operational improvements, capital allocation discipline, and strategic advice to unlock value. We believe that prospective management teams will benefit from the guidance and insight that our management team can provide through mentorship and governance as well as operational involvement. |
• | Proprietary Sourcing Channels and Leading Industry Relationships. Our relationships with leading technology company founders, executives of private and public companies, venture capitalists, and growth equity fund managers can be effectively leveraged into a unique deal flow across a broad range of opportunities. We will focus on using these connections, and our own unique backgrounds and experiences, as a differentiating advantage in finding value-creating opportunities within our Target Sectors. |
• | Deep Understanding of Underlying Technology Infrastructure and Data. Our management team has deep understanding of underlying technology and associated data given our extensive experience leading payments, commerce, finance, and internet technology companies. This positions us to identify the right targets with scalable technology and strong growth prospects, while having the ability to identity opportunities to monetize valuable underlying transactional data. |
• | Execution and Structuring Capability. Our combined expertise and reputation will allow us to source and negotiate transactions with an attractive investment thesis for our investors to evaluate. These types |
• | Can Benefit from Unique Capabilities of Deep Lake Capital’s Management Team. We will seek to leverage our management team’s industry expertise and operational experiences as both executives and investors in the FinTech, ecommerce, and infrastructure industries. |
• | Unique Competitive Moats. We will seek to acquire companies that have unique competitive advantages in our Target Sectors, especially those with differentiated technologies such as cloud computing and the ability to leverage data and analytics. Additionally, we will seek to acquire a business with a strong business model, distribution capabilities, scalable leadership teams and proven cultural advantages. |
• | Can Benefit from Being a Publicly Traded Company. We will seek to acquire a business which can benefit from being a publicly traded company, with access to broader capital markets, to achieve the business’ growth strategy. |
• | Large Total Addressable Market and Ability to Scale Through Organic and Inorganic Routes. We will seek to prioritize our focus on investments in large and growing industries. We will seek to acquire a business that has the potential to grow market share organically through innovation and inorganically through additional acquisitions. |
• | Attractive Financial Profile. We will seek to acquire a business that has high recurring revenues and operating leverage and has historically generated, or has the near-term potential to generate, strong and sustainable free cash flow. |
• | Platform Offering with Opportunity for Continuous Innovation and Acquisitions. We will seek to acquire a business that has a platform offering, with the potential to innovate new solutions and build an ecosystem overtime. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
| | Redemptions in connection with our initial business combination | | | Other permitted purchases of public shares by our affiliates | | | Redemptions if we fail to complete an initial business combination | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for 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 initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public | | | If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares. |
| | Redemptions in connection with our initial business combination | | | Other permitted purchases of public shares by our affiliates | | | Redemptions if we fail to complete an initial business combination | |
| | assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | information; and (ii) to clear all trades with a designated officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. | | | ||
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Impact to remaining shareholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made, there will be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions. |
| | Terms of our offering | | | Terms under a Rule 419 offering | |
Escrow of offering proceeds | | | $150,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | $127,575,000 of the offering proceeds, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. |
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Investment of net proceeds | | | Beginning in January 2022, $150,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. |
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Receipt of interest on escrowed funds | | | Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. |
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Limitation on fair value or net assets of target business | | | The Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
| | Terms of our offering | | | Terms under a Rule 419 offering | |
| | the time of signing the agreement to enter into the initial business combination. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. | | | ||
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Trading of securities issued | | | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the Representatives inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. The units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. |
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Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and twelve months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. |
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Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s |
| | Terms of our offering | | | Terms under a Rule 419 offering | |
| | and not previously released to us to pay our franchise and income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirement and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any such general meeting. | | | registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
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| | Terms of our offering | | | Terms under a Rule 419 offering | |
Business combination deadline | | | If we have not consummated an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. |
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Release of funds | | | Except for the withdrawal of interest income (if any) to pay our franchise and income taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of: | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. |
| | (i) the completion of our initial business combination, | | |||
| | (ii) the redemption of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, subject to applicable law, and | | | ||
| | (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an | |
| | Terms of our offering | | | Terms under a Rule 419 offering | |
| | amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. | |
Name | | | Age | | | Position |
Mark Lavelle | | | 54 | | | Chief Executive Officer and Chairman of the board of directors |
Gary Marino | | | 64 | | | President, Director |
Michael Cyrus | | | 65 | | | Chief Financial Officer, Director |
Pamela Zuercher Attinger | | | 49 | | | Director nominee |
Mark Lenhard | | | 42 | | | Director nominee |
David Motley | | | 62 | | | Director nominee |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Executive Officer’s compensation, evaluating our President’s, Chief Financial Officer’s and Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual | | | Entity | | | Entity’s business | | | Affiliation |
Mark Lavelle | | | SLM Corporation | | | Financial Services | | | Director |
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| | Armada Supply Chain Solutions LLC | | | Logistics Services | | | Director | |
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| | Second Chance, Inc. | | | Non-Profit | | | Director | |
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Gary Marino | | | — | | | — | | | — |
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Michael Cyrus | | | Digital Finance LLC | | | Financial Services | | | Senior Advisor |
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| | TransMed7, LLC | | | Medical Technology | | | Director | |
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| | 7 Continents Global Expeditionary Operations LLC | | | Technology | | | Partner and Senior Advisor | |
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| | Eagle Resources Group, LLC | | | Energy and Natural Resources | | | Advisory Board Member | |
| | | | | | ||||
Pamela Attinger | | | Russell Reynolds Associates Inc. | | | Leadership Advisory | | | Managing Director |
Individual | | | Entity | | | Entity’s business | | | Affiliation |
| | | | | | ||||
Mark Lenhard | | | Invoice2go, Inc. | | | Software | | | Chief Executive Officer |
| | | | | | ||||
| | ModoPayments, LLC | | | FinTech | | | Director | |
| | | | | | ||||
| | PrestaShop SA | | | Ecommerce | | | Director | |
| | | | | | ||||
David Motley | | | MCAPS, LLC | | | Professional Services | | | Chief Executive Officer and President |
| | | | | | ||||
| | BlueTree Venture Funds | | | Investment | | | General Partner | |
| | | | | | ||||
| | DDRC327, LLC | | | Real Estate | | | General Partner | |
| | | | | | ||||
| | F.N.B. Corporation | | | Banking | | | Director | |
| | | | | | ||||
| | Koppers Holdings Inc. | | | Materials | | | Director | |
| | | | | | ||||
| | Armada Supply Chain Solutions LLC | | | Logistics Services | | | Director | |
| | ALung Technologies, Inc. | | | Medical Technology | | | Director | |
| | SRI International | | | Non-Profit | | | Director |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor subscribed for founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. |
• | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our executive officers, directors and director nominees that beneficially owns ordinary shares; and |
• | all our executive officers and directors as a group. |
| | | | Approximate percentage of issued and outstanding ordinary shares | |||||
Name and address of beneficial owner(1) | | | Number of shares beneficially owned(2) | | | Before offering | | | After offering |
Deep Lake Capital Sponsor LP (our sponsor) | | | 4,237,500(3)(4) | | | 98.3% | | | 19.7% |
Gary Marino | | | 4,237,500(3)(4) | | | 98.3% | | | 19.7% |
Mark Lavelle | | | 4,237,500(3)(4) | | | 98.3% | | | 19.7% |
Michael Cyrus | | | 4,237,500(3)(4) | | | 98.3% | | | 19.7% |
Pamela Zuercher Attinger | | | 25,000 | | | * | | | * |
Mark Lenhard | | | 25,000 | | | * | | | * |
David Motley | | | 25,000 | | | * | | | * |
All officers, directors and director nominees as a group (6 individuals) | | | 4,312,500 | | | 100% | | | 20% |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 930 Tahoe Blvd, Suite 802, PMB 381, Incline Village, NV 89451. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described in the section entitled “Description of Securities.” |
(3) | The shares reported above are held in the name of our sponsor, Deep Lake Capital Sponsor LP. Deep Lake Capital GP LLC is the general partner of Deep Lake Capital Sponsor LP. Each of Incline Investments LLC, Pelican Investments LLC and CY5 Investments LLC own a one-third interest in Deep Lake Capital GP LLC and has sole voting and dispositive power over the founder shares held by Deep Lake Capital Sponsor LP. Mr. Lavelle is the sole manager of Incline Investments LLC, Mr. Marino is the sole manager of Pelican Investments LLC and Mr. Cyrus is the sole manager of CY5 Investments LLC. Therefore each of Messrs. Lavelle, Marino and Cyrus, Incline Investments LLC, Pelican Investments LLC, CY5 Investments LLC and Deep Lake Capital GP LLC may be deemed to beneficially own the 4,237,500 founder shares held by our sponsor. |
(4) | Includes up to 562,500 founder shares that will be surrendered to us for no consideration by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. |
• | 15,000,000 Class A ordinary shares underlying the units issued as part of this offering; and |
• | 3,750,000 Class B ordinary shares held by our sponsor. |
• | the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares of each member; |
• | whether voting rights are attached to the share in issue; |
• | the date on which the name of any person was entered on the register as a member; and |
• | the date on which any person ceased to be a member. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Redemption date (period to expiration of warrants) | | | Fair market value of Class A ordinary shares | ||||||||||||||||||||||||
| ≤ $10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | ≥18.00 | ||
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
• | we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with; |
• | the shareholders have been fairly represented at the meeting in question; |
• | the arrangement is such as a businessman would reasonably approve; and |
• | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.” |
• | a company is acting, or proposing to act, illegally or beyond the scope of its authority; |
• | the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or |
• | those who control the company are perpetrating a “fraud on the minority.” |
• | A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed. |
• | An exempted company does not have to file an annual return of its shareholders with the Registrar of Companies; |
• | an exempted company’s register of members is not open to inspection; |
• | an exempted company does not have to hold an annual general meeting; |
• | an exempted company may issue shares with no par value; |
• | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
• | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
• | an exempted company may register as a limited duration company; and |
• | an exempted company may register as a segregated portfolio company. |
• | If we have not consummated an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no 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 and not previously released to us to pay our franchise and income taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law; |
• | Prior to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of this offering or (y) amend the foregoing provisions; |
• | Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from independent investment banking firm or another independent entity that commonly renders valuation opinions that such a business combination is fair to our company from a financial point of view; |
• | If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; |
• | So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination; |
• | If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval 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 us to pay our franchise and income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and |
• | We will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations. |
(a) | where this is necessary for the performance of our rights and obligations under any purchase agreements; |
(b) | where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or |
(c) | where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms. |
• | 1% of the total number of ordinary shares then-outstanding, which will equal 187,500 shares immediately after this offering (or 215,625 shares if the underwriters exercise their over-allotment option in full); or |
• | the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | our sponsor, officers or directors; |
• | banks, financial institutions or financial services entities; |
• | broker-dealers; |
• | taxpayers that are subject to the mark-to-market method of accounting rules; |
• | tax-exempt entities; |
• | S-corporations; |
• | governments or agencies or instrumentalities thereof; |
• | insurance companies; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the United States; |
• | persons that actually or constructively own 5% or more of our shares (by vote or value); |
• | persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services; |
• | persons required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451 of the Code; |
• | persons that hold our securities as part of a straddle, constructive sale, hedging, wash sale, conversion or other integrated or similar transaction; or |
• | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. |
• | an individual citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect under applicable U.S. Treasury regulations a valid election to be treated as a U.S. person. |
• | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares or warrants; |
• | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
• | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
• | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
• | a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); |
• | a foreign corporation; or |
• | an estate or trust that is not a U.S. Holder; |
• | the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States, (and, if an applicable treaty so requires, is attributable to the conduct of trade or business through a permanent establishment or fixed base in the United States in which case the gain would be subject to U.S. federal income tax on a net income basis at the regular graduated rates and in the manner applicable to U.S. Holders and, if the Non-U.S. Holder is a corporation, an additional “branch profits tax” may also apply), or |
• | we are or have been a U.S. real property holding corporation at any time within the five-year period preceding the disposition or the Non-U.S. Holder’s holding period, whichever period is shorter, and either (i) our Class A ordinary shares have ceased to be regularly traded on an established securities market or (ii) the Non-U.S. Holder has owned or is deemed to have owned, at any time within the five-year period preceding the disposition or the Non-U.S. Holder’s holding period, whichever period is shorter, more than 5% of our Class A ordinary shares. |
Underwriter | | | Number of units |
Citigroup Global Markets Inc. | | | |
Jefferies LLC | | | |
Total | | | 15,000,000 |
| | Paid by Deep Lake Capital Acquisition Corp. | ||||
| | No Exercise | | | Full Exercise | |
Per Unit(1) | | | $0.55 | | | $0.55 |
Total(1) | | | $8,250,000 | | | $9,487,500 |
(1) | Includes $0.35 per unit, or $5,250,000 in the aggregate (or $6,037,500 in the aggregate if the over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions will be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus. If we do not complete our initial business combination and subsequently liquidate, the trustee and the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account upon liquidation, and (ii) that the deferred underwriters’ discounts and commissions will be distributed on a pro rata basis, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes to the public shareholders. |
• | Short sales involve secondary market sales by the underwriters of a greater number of units than they are required to purchase in the offering. |
• | “Covered” short sales are sales of units in an amount up to the number of units represented by the underwriters’ over-allotment option. |
• | “Naked” short sales are sales of units in an amount in excess of the number of units represented by the underwriters’ over-allotment option. |
• | Covering transactions involve purchases of units either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions. |
• | To close a naked short position, the underwriters must purchase units in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in the offering. |
• | To close a covered short position, the underwriters must purchase units in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of units to close the covered short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option. |
• | Stabilizing transactions involve bids to purchase units so long as the stabilizing bids do not exceed a specified maximum. |
(a) | to any legal entity which is a qualified investor as defined in the Prospectus Directive; |
(b) | to fewer than 100, or, if the relevant member state has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the issuer for any such offer; or natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriters for any such offer; or |
(c) | in any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive. |
• | released, issued, distributed or caused to be released, issued or distributed to the public in France; or |
• | used in connection with any offer for subscription or sale of the units to the public in France. Such offers, sales and distributions will be made in France only: |
• | to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier; |
• | to investment services providers authorized to engage in portfolio management on behalf of third parties; or |
• | in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne). |
• | a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or |
• | a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, |
• | to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$300,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA; |
• | where no consideration is or will be given for the transfer; or |
• | where the transfer is by operation of law. |
| | Page | |
Audited Financial Statements of Deep Lake Capital Acquisition Corp.: | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| |
Assets | | | |
Deferred offering costs associated with proposed public offering | | | $380,631 |
Total assets | | | $380,631 |
| | ||
Liabilities and Shareholder's Deficit | | | |
Current liabilities: | | | |
Accounts payable | | | $40,590 |
Accrued expenses | | | 381,800 |
Note payable | | | 50,900 |
Total current liabilities | | | 473,290 |
| | ||
Commitments and contingencies | | | |
| | ||
Shareholder's deficit | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | — |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding | | | — |
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 4,312,500 shares issued and outstanding(1) | | | 431 |
Additional paid-in capital | | | 24,569 |
Accumulated deficit | | | (117,659) |
Total shareholder's deficit | | | (92,659) |
Total liabilities and shareholder's deficit | | | $380,631 |
(1) | This number includes up to 562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
General and administrative expenses | | | $117,659 |
Net loss | | | $(117,659) |
| | ||
Weighted average shares outstanding, basic and diluted(1) | | | 3,750,000 |
| | ||
Basic and diluted net loss per ordinary share | | | $(0.03) |
(1) | This number excludes an aggregate of up to 562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
| | Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholder's Deficit | ||||||||||
| | Class A | | | Class B | | |||||||||||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||
Balance - November 6, 2020 (inception) | | | — | | | $— | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B ordinary shares to Sponsor(1) | | | — | | | — | | | 4,312,500 | | | 431 | | | 24,569 | | | — | | | 25,000 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | (117,659) | | | (117,659) |
Balance - December 31, 2020 | | | — | | | $— | | | 4,312,500 | | | $431 | | | $24,569 | | | $(117,659) | | | $(92,659) |
(1) | This number includes up to 562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Cash Flows from Operating Activities: | | | |
Net loss | | | $(117,659) |
Changes in operating assets and liabilities: | | | |
Prepaid expenses | | | 25,000 |
Accounts payable | | | 11,535 |
Accrued expenses | | | 81,124 |
Net cash used in operating activities | | | — |
| | ||
Net change in cash | | | — |
| | ||
Cash - beginning of the period | | | — |
Cash - end of the period | | | $— |
| | ||
Supplemental disclosure of noncash investing and financing activities: | | | |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | | | $25,000 |
Deferred offering costs included in accounts payable | | | $29,055 |
Deferred offering costs included in accrued expenses | | | $300,676 |
Deferred offering costs included in note payable | | | $50,900 |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption; and |
• | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; |
• | if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC expenses | | | $18,820 |
FINRA expenses | | | 26,375 |
Accounting fees and expenses | | | 50,000 |
Printing and engraving expenses | | | 40,000 |
Travel and road show expenses | | | 5,000 |
Legal fees and expenses | | | 450,000 |
Nasdaq listing and filing fees | | | 85,000 |
Director & Officers liability insurance premiums(1) | | | 100,000 |
Miscellaneous | | | 124,805 |
Total | | | $900,000 |
(1) | This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination. |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | The Exhibit Index is incorporated herein by reference. |
(i) | The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
(ii) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(iii) | The undersigned registrant hereby undertakes that: |
1. | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
2. | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Exhibit No. | | | Description |
| | Form of Underwriting Agreement. | |
| | Memorandum and Articles of Association.* | |
| | Form of Amended and Restated Memorandum and Articles of Association.* | |
| | Specimen Unit Certificate.* | |
| | Specimen Class A Ordinary Share Certificate.* | |
| | Specimen Warrant Certificate.* | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
| | Opinion of Weil, Gotshal & Manges LLP. | |
| | Opinion of Maples and Calder, Cayman Islands Legal Counsel to the Registrant. | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
| | Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.* | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.* | |
| | Form of Indemnity Agreement.* | |
| | Form of Administrative Services Agreement between the Registrant and the Sponsor.* | |
| | Promissory Note, dated as of November 17, 2020, between the Registrant and the Sponsor.* | |
| | Securities Subscription Agreement, dated November 17, 2020, between the Registrant and the Sponsor.* | |
| | Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.* | |
| | Consent of WithumSmith+Brown, PC. | |
| | Consent of Weil, Gotshal & Manges LLP (included on Exhibit 5.1). | |
| | Consent of Maples and Calder (included on Exhibit 5.2). | |
| | Power of Attorney (included on signature page to the initial filing of this Registration Statement).* | |
| | Consent of Pamela Attinger.* | |
| | Consent of Mark Lenhard.* | |
| | Consent of David Motley.* |
* | Previously filed. |
| | DEEP LAKE CAPITAL ACQUISITION CORP. | ||||
| | | | |||
| | By: | | | /s/ Mark Lavelle | |
| | | | Name: Mark Lavelle | ||
| | | | Title: Chief Executive Officer |
Name | | | Position | | | Date |
| | | | |||
/s/ Mark Lavelle | | | Chief Executive Officer (Principal Executive Officer) | | | January 7, 2021 |
Mark Lavelle | | |||||
| | | | |||
* | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | January 7, 2021 |
Michael Cyrus | | |||||
| | | | |||
* | | | President | | | January 7, 2021 |
Gary Marino | |
*By: | | | /s/ Mark Lavelle | | | |
| | Name: Mark Lavelle | | | ||
| | Title: Attorney-in-Fact | | |
DEEP LAKE CAPITAL ACQUISITION CORP.
|
||
By:
|
||
Name:
|
||
Title:
|
CITIGROUP GLOBAL MARKETS INC.
|
||
By:
|
||
Name:
|
|
|
Title:
|
Managing Director
|
|
JEFFERIES LLC
|
||
By:
|
||
Name:
|
|
|
Title:
|
Managing Director
|
|
For themselves and the other several Underwriters
named in Schedule I to the foregoing Agreement.
|
||
Underwriters
|
Number of
Underwritten
Securities to be
Purchased
|
Citigroup Global Markets Inc.
|
|
Jefferies LLC
|
|
Total
|
|
1. |
The initial price to the public of the Securities: $10.00 per Unit.
|
2. |
Number of Underwritten Securities offered: 15,000,000.
|
3. |
The Company has granted an option to the Underwriters to purchase an aggregate of not more than 2,250,000 Option Securities.
|
4. |
The Sponsor and the Company’s executive officers and directors have agreed to purchase additional Private Placement Warrants if and when the Underwriters exercise their over-allotment option as necessary to maintain 100% of the Offering
proceeds in the Trust Account.
|
![]() |
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767 Fifth Avenue
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New York, NY 10153-0119
|
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+1 212 310 8000 tel
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+1 212 310 8007 fax
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January 7, 2021
Page 2
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![]() |
Deep Lake Capital Acquisition Corp.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
|
(a)
|
up 17,250,000 units (including 2,250,000 units, which the several underwriters, for whom Citigroup Global Markets Inc. and Jefferies LLC are acting as
representatives (“Representatives”), will have a 45-day option to purchase from the Company to cover over-allotments, if any) (“Units”) at an offering price of
US$10 per Unit, each Unit consisting of:
|
(i)
|
one Class A ordinary share of a par value of US$0.0001 of the Company (“Ordinary Shares”);
|
(ii)
|
one-half of one redeemable warrant, each whole warrant exercisable to purchase one Ordinary Share at a price of US$11.50 per Ordinary Share (“Warrants”);
|
(b)
|
all Ordinary Shares and Warrants issued as part of the Units.
|
1
|
Documents Reviewed
|
1.1
|
The certificate of incorporation dated 6 November 2020 and the memorandum and articles of association of the Company as registered or adopted on 6 November 2020
(the “Memorandum and Articles”).
|
1.2
|
The written resolutions of the board of directors of the Company dated 6 January 2021 (the “Resolutions”) and the
corporate records of the Company maintained at its registered office in the Cayman Islands.
|
1.3
|
A certificate of good standing with respect to the Company issued by the Registrar of Companies (the “Certificate of Good
Standing”).
|
1.4
|
A certificate from a director of the Company a copy of which is attached to this opinion letter (the “Director’s Certificate”).
|
1.5
|
The Registration Statement.
|
1.6
|
A draft of the form of the unit certificate representing the Units (the “Unit Certificate”).
|
1.7
|
A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the “Warrant Documents”).
|
1.8
|
A draft of the underwriting agreement between the Company and the Representatives.
|
2
|
Assumptions
|
2.1
|
The Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all
relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).
|
2.2
|
The Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of
New York (the “Relevant Law”) and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).
|
2.3
|
The choice of the Relevant Law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will
be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).
|
2.4
|
Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.
|
2.5
|
All signatures, initials and seals are genuine.
|
2.6
|
The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and
regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Documents.
|
2.7
|
No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Units, the Warrants or the
Ordinary Shares.
|
2.8
|
There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it
from entering into and performing its obligations under the Documents.
|
2.9
|
No monies paid to or for the account of any party under the Documents or any property received or disposed of by any party to the Documents in each case in
connection with the Documents or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (2020
Revision) and the Terrorism Act (2018 Revision), respectively).
|
2.10
|
There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no
independent investigation of the Relevant Law.
|
2.11
|
The Company will receive money or money’s worth in consideration for the issue of the Ordinary Shares and none of the Ordinary Shares were or will be issued for
less than par value.
|
3
|
Opinions
|
3.1
|
The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies
under the laws of the Cayman Islands.
|
3.2
|
The Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement (including the issuance of Ordinary Shares upon the
exercise of the Warrants in accordance with the Warrant Documents) have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Registration Statement and in accordance
with the terms set out in the Registration Statement (including the issuance of Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents), such Ordinary Shares will be validly issued, fully paid and
non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).
|
3.3
|
The execution, delivery and performance of the Unit Certificate and the Warrant Documents have been authorised by and on behalf of the Company and, once the Unit
Certificate and the Warrant Documents have been executed and delivered by any director or officer of the Company, the Unit Certificate and the Warrant Documents will be duly executed and delivered on behalf of the Company and will
constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.
|
4
|
Qualifications
|
4.1
|
The term “enforceable” as used above means that the obligations assumed by the Company under the Documents are of a type
which the courts of the Cayman Islands will enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:
|
(a)
|
enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application
relating to or affecting the rights of creditors;
|
(b)
|
enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;
|
(c)
|
where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that
performance would be illegal under the laws of that jurisdiction; and
|
(d)
|
some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar
defences.
|
4.2
|
To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to
the Registrar of Companies within the time frame prescribed by law.
|
4.3
|
Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this
register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the
correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal
position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion
letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Ordinary Shares, then the validity of such shares
may be subject to re-examination by a Cayman Islands court.
|
4.4
|
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in
any of the documents or instruments cited in this opinion letter or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter.
|
4.5
|
In this opinion letter, the phrase “non-assessable” means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as
a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper
purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
|
To:
|
Maples and Calder
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
|
1
|
The Memorandum and Articles remain in full force and effect and are unamended.
|
2
|
The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the
Company.
|
3
|
The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of
interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.
|
4
|
The authorised share capital of the Company is US$22,100 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. The issued share capital of the Company is 4,312,500 Class B ordinary shares, which have been duly authorised and are validly
issued as fully-paid and non-assessable.
|
5
|
The shareholders of the Company (the “Shareholders”) have not restricted the powers of the directors of the Company in any
way.
|
6
|
The directors of the Company at the date of the Resolutions and at the date of this certificate were and are as follows:
Michael Cyrus
Gary Marino
Mark Lavelle
|
7
|
The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and
accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in
accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be.
|
8
|
Prior to, at the time of, and immediately following the approval of the transactions contemplated by the Registration Statement, the Company was, or will be, able
to pay its debts as they fell, or fall, due and has entered, or will enter, into the transactions contemplated by the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any
creditor or with a view to giving a creditor a preference.
|
9
|
Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted in
good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.
|
10
|
To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any
jurisdiction. Nor have the directors or Shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the
Company’s property or assets.
|
11
|
To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters of fact existing which may properly form the basis for an
application for an order for rectification of the register of members of the Company.
|
12
|
The Registration Statement has been, or will be, authorised and duly executed and delivered by or on behalf of all relevant parties in accordance with all
relevant laws.
|
13
|
No invitation has been made or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Ordinary Shares.
|
14
|
The Ordinary Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered, and will continue to be registered, in the
Company’s register of members (shareholders).
|
15
|
The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity
or state.
|
16
|
There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it
from entering into and performing its obligations under the Documents.
|
Signature: |
/s/ Michael Cyrus |
|
Name: |
Michael Cyrus
|
|
Title: |
Director |
|
/s/ WithumSmith+Brown, PC
|
|
|
|
|
|
New York, New York
|
|
|
January 7, 2021
|
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