Cayman Islands | | | 6770 | | | 98-1579640 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
Paul D. Tropp, Esq. Christopher J. Capuzzi, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 596-6000 Fax: (212) 596-9090 | | | Ryan J. Maierson Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 Tel: (713) 546-5400 |
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-third of one redeemable warrant(2) | | | 34,500,000 units | | | $10.00 | | | $345,000,000 | | | $37,639.50(5) |
Class A ordinary shares included as part of the units(3) | | | 34,500,000 shares | | | — | | | — | | | — (4) |
Redeemable warrants included as part of the units(3) | | | 11,500,000 warrants | | | — | | | — | | | — (4) |
Total | | | | | | | $345,000,000 | | | $37,639.50(5) |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Includes 4,500,000 units, consisting of 4,500,000 Class A ordinary shares and redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriter 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-division, share dividend, or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | Previously Paid |
| | Per Unit | | | Total | |
Public offering price | | | $10.00 | | | $300,000,000 |
Underwriting discounts and commissions(1) | | | $0.55 | | | $16,500,000 |
Proceeds, before expenses, to us | | | $9.45 | | | $283,500,000 |
(1) | Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriter’s over-allotment option is exercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriter 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 underwriter. |
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• | “amended and restated memorandum and article 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; |
• | “B Capital” are to B Capital Group, an affiliate of our sponsor; |
• | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
• | “founder shares” are to 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 or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
• | “management” or our “management team” are to our executive officers, special advisor, and directors (including our directors nominees that will become directors in connection with the consummation of this offering); |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “private placement warrants” are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; |
• | “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); |
• | “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “special advisor” are to Eduardo Saverin; |
• | “sponsor” are to B Capital Technology Opportunities LLC, a Cayman Islands limited liability company; and |
• | “we,” “us,” “our,” “company” or “our company” are to B Capital Technology Opportunities Corp., a Cayman Islands exempted company. |
• | Cross-border servitization: In a servitization model, providers are compensated for a product’s performance rather than for its physical value. The rise of the Internet of Things, advanced data analytics and customers’ desire to be asset-light are driving this trend. |
• | Asset-light market entry: Partnerships, digital connectivity, data analytics, and the growing reach of global IT platforms have made it easier for businesses to enter new markets with less initial investment. |
• | Adding value through software: Digital technology and the growing interconnectivity of devices are enabling companies to add value to their products globally through software, as opposed to only adding value through the product’s hardware, sold locally. |
• | Global digital ecosystems: Businesses are using digital technologies to leverage networks of partners spanning multiple countries and industries. These digital partnerships are able to deliver differentiated services to customers at a global scale. |
• | Global personalization: Technology and advanced data analytics make it possible for companies to deliver personalized and localized experiences through their digital platforms. |
• | Multilocal manufacturing: Industry 4.0 manufacturing and collaboration technologies enable more distributed facilities located closer to end markets and smaller batch productions which allow for lower cost manufacturing with a more global supply chain and faster time to market. |
• | Developing multiple national identities: Businesses can deepen their identity and build country-specific footprints to manage geopolitical risks and heavier government influence. |
• | Technology or technology-enabled businesses – Based upon the management team’s operational and investment track record in technology-driven business and our belief that these types of business will continue to grow faster than traditional businesses, we intend to focus on technology or technology-enabled businesses. |
• | Transforming large traditional industries – Including but not limited to verticals where there are opportunities to adopt data-driven processes and/or alternative models, tailwinds in digital adoption, or a healthy ecosystem of corporate partners. |
• | Market leader – We intend to seek a target that has a leading presence across an industry or segment or has leading technology or product capabilities. |
• | Cross-border or intention to be cross-border – Our management team and our affiliates have deep operational and investing experience, and we believe we can help companies scale cross-border and |
• | Strong unit economics – We intend to acquire a business that has demonstrated strong unit economics with a clear path to profitability. |
• | Fundamentally resilient businesses that have the potential to improve their performance – We believe our management team’s track record of driving strong growth along with attractive economics will create opportunities to enhance the revenue and operational efficiencies of the target business, which may potentially generate higher returns for our investors. |
• | Strong management team – We intend to acquire one or more businesses that have strong management teams with a proven track record of driving growth, building long term defensibility, attracting the right talent, and an ability to make complex strategic decisions. |
• | Appropriate valuation – We intend to be a disciplined and valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables and could provide significant upside potential. |
• | one Class A ordinary share; and |
• | one-third of one redeemable warrant. |
(1) | Assumes no exercise of the underwriter’s over-allotment option. |
(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 or earlier at the option of the holders thereof 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 1,125,000 founder shares that are subject to forfeiture. |
(4) | Includes 30,000,000 public shares and 7,500,000 founder shares, and assumes 1,125,000 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 10 trading days within a 20-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 |
• | if the closing price of the Class A ordinary shares for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrantholders 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 concurrently be 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 of our officers and directors 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; or (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 |
• | the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier |
• | 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 $750,000 in working capital after the payment of approximately $2,250,000 in expenses relating to this offering; |
• | with respect to payment of taxes, any interest earned from the trust account; 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 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 $10,000 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 $2,000,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 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. |
• | We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. |
• | Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. |
• | We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. |
• | If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants. |
• | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. |
• | If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. |
• | The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus. |
| | February 5, 2021 | ||||
| | Actual | | | As Adjusted | |
Balance Sheet Data: | | | | | ||
Working capital (deficiency) | | | $ (173,669) | | | $290,257,759 |
Total assets | | | $189,187 | | | $300,757,759 |
Total liabilities | | | $181,428 | | | $10,500,000 |
Value of Class A ordinary shares subject to possible redemption | | | $— | | | $285,257,750 |
Shareholders' equity | | | $7,759 | | | $5,000,009 |
(1) | The “as adjusted” information gives effect to the sale of the units we are offering and the sale of the private placement warrants, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid. |
• | 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. |
• | 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. |
• | 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, pandemics and wars; and |
• | deterioration of political relations with the United States. |
• | 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. |
• | we have a board that includes a majority of “independent directors,” as defined under Nasdaq rules; |
• | we have independent director oversight of executive officer compensation as outlined under Nasdaq listing rules; and |
• | we have independent director oversight of our director nominations. |
• | 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. |
• | 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 continued uncertainty resulting from the 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; or |
• | our financial performance following this offering. |
| | Without Over-allotment Option | | | Over-allotment Option Exercised | |
Gross proceeds | | | | | ||
Gross proceeds from units offered to public(1) | | | $300,000,000 | | | $345,000,000 |
Gross proceeds from private placement warrants offered in the private placement | | | $9,000,000 | | | $9,900,000 |
Total gross proceeds | | | $309,000,000 | | | $354,900,000 |
Estimated offering expenses(2) | | | | | ||
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | | $6,000,000 | | | $6,900,000 |
Legal fees and expenses | | | 350,000 | | | 350,000 |
Printing and engraving expenses | | | 40,000 | | | 40,000 |
Accounting fees and expenses | | | 30,000 | | | 30,000 |
SEC/FINRA Expenses | | | 89,900 | | | 89,900 |
Nasdaq listing and filing fees | | | 55,000 | | | 55,000 |
Director & Officer liability insurance premiums | | | 1,600,000 | | | 1,600,000 |
Miscellaneous | | | 85,100 | | | 85,100 |
Total estimated offering expenses (other than underwriting commissions) | | | $2,250,000 | | | $2,250,000 |
Proceeds after estimated offering expenses | | | $300,750,000 | | | $345,750,000 |
Held in trust account(3) | | | $300,000,000 | | | $345,000,000 |
% of public offering size | | | 100% | | | 100% |
Not held in trust account | | | $750,000 | | | $750,000 |
| | Amount | | | % of Total | |
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(6) | | | $150,000 | | | 20.0% |
Legal and accounting fees related to regulatory reporting obligations | | | 125,000 | | | 16.67% |
Payment for office space, administrative and support services | | | 240,000 | | | 32.0% |
Nasdaq continued listing fees | | | 79,000 | | | 10.53% |
Working capital to cover miscellaneous expenses and reserves | | | 156,000 | | | 20.8% |
Total | | | $750,000 | | | 100.0% |
(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. As of February 5, 2021, we had not borrowed any amounts under the promissory note with our sponsor. These amounts will be repaid upon completion of this offering out of the 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 underwriter has 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, $10,500,000, which constitutes the underwriter’s deferred commissions (or $12,075,000 if the underwriter’s over-allotment option is exercised in full) will be paid to the underwriter from the funds held in the trust account. See “Underwriting.” The amount shown as underwriting commission includes the fee payable to Connaught (UK) Limited (“Connaught”) at the closing of this offering. For financial advisory services provided by Connaught in connection with this offering, we have agreed to pay Connaught a fee in an amount equal to 10% of the underwriting commission payable to the |
(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 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. Assuming an interest rate of 0.20% per year, we estimate the interest earned on the trust account will be approximately $600,000 per year; however, we can provide no assurances regarding this amount. |
(5) | Assumes no exercise of the underwriter’s 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 | | | (0.02) | | | | | (0.02) | | | ||
Increase attributable to public shareholders | | | 0.58 | | | | | 0.51 | | | ||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | | 0.56 | | | | | 0.49 | ||
Dilution to public shareholders | | | | | $9.44 | | | | | $9.51 | ||
Percentage of dilution to public shareholders | | | | | 94.4% | | | | | 95.1% |
| | Shares Purchased | | | Total Consideration | | | Average Price per Share | |||||||
| | Number | | | Percentage | | | Amount | | | Percentage | | |||
Class B Ordinary Shares(1) | | | 7,500,000 | | | 20.0% | | | $25,000 | | | 0.0083% | | | $0.003 |
Public Shareholders | | | 30,000,000 | | | 80.0% | | | $300,000,000 | | | 99.992% | | | $10.00 |
| | 37,500,000 | | | 100.0% | | | $300,025,000 | | | 100.00% | | |
(1) | Assumes no exercise of the underwriter’s over-allotment option and the corresponding forfeiture of 1,125,000 Class B ordinary shares held by our sponsor. |
| | Without Over-allotment | | | With Over-allotment | |
Numerator: | | | | | ||
Net tangible book deficit before this offering | | | $(173,669) | | | $(173,669) |
Net proceeds from this offering and sale of the private placement warrants(1) | | | 300,750,000 | | | 345,750,000 |
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value | | | 181,428 | | | 181,428 |
Less: Deferred underwriting commissions | | | (10,500,000) | | | (12,075,000) |
Less: Proceeds held in trust subject to redemption(2) | | | (285,257,750) | | | (328,682,750) |
| | $5,000,009 | | | $5,000,009 | |
Denominator: | | | | | ||
Ordinary shares outstanding prior to this offering | | | 8,625,000 | | | 8,625,000 |
Ordinary shares forfeited if over-allotment is not exercised | | | (1,125,000) | | | — |
Ordinary shares included in the units offered | | | 30,000,000 | | | 34,500,000 |
Less: Ordinary shares subject to redemption | | | (28,525,775) | | | (32,868,275) |
| | 8,974,225 | | | 10,256,725 |
(1) | Expenses applied against gross proceeds include offering expenses of $2,250,000 and underwriting commissions of $6,000,000 or $6,900,000 if the underwriter exercises its 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.” |
| | February 5, 2021 | ||||
| | Actual | | | As Adjusted(1) | |
Note payable to related party(2) | | | $— | | | $— |
Deferred underwriting commissions | | | — | | | 10,500,000 |
Class A ordinary shares; -0- and 28,525,775 shares are subject to possible redemption, actual and as adjusted, respectively(3) | | | — | | | 285,257,750 |
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, 300,000,000 shares authorized; -0- and 1,474,225 shares issued and outstanding (excluding -0- and 28,525,775 shares subject to possible redemption), actual and as adjusted, respectively | | | — | | | 147 |
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 8,625,000 and 7,500,000 shares issued and outstanding, actual and as adjusted, respectively | | | 863 | | | 750 |
Additional paid-in capital | | | 24,137 | | | 5,016,353 |
Accumulated deficit | | | (17,241) | | | (17,241) |
Total shareholders' equity | | | $7,759 | | | $5,000,009 |
Total capitalization | | | $7,759 | | | $300,757,759 |
(1) | Assumes no exercise of the underwriter’s over-allotment option and the corresponding forfeiture of 1,125,000 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. As of February 5, 2021, we had not borrowed any amounts 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 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. |
• | Cross-border servitization: In a servitization model, providers are compensated for a product’s performance rather than for its physical value. The rise of the Internet of Things, advanced data analytics and customers’ desire to be asset-light are driving this trend. |
• | Asset-light market entry: Partnerships, digital connectivity, data analytics, and the growing reach of global IT platforms have made it easier for businesses to enter new markets with less initial investment. |
• | Adding value through software: Digital technology and the growing interconnectivity of devices are enabling companies to add value to their products globally through software, as opposed to only adding value through the product’s hardware, sold locally. |
• | Global digital ecosystems: Businesses are using digital technologies to leverage networks of partners spanning multiple countries and industries. These digital partnerships are able to deliver differentiated services to customers at a global scale. |
• | Global personalization: Technology and advanced data analytics make it possible for companies to deliver personalized and localized experiences through their digital platforms. |
• | Multilocal manufacturing: Industry 4.0 manufacturing and collaboration technologies enable more distributed facilities located closer to end markets and smaller batch productions which allow for lower cost manufacturing with a more global supply chain and faster time to market. |
• | Developing multiple national identities: Businesses can deepen their identity and build country-specific footprints to manage geopolitical risks and heavier government influence. |
• | Technology or technology-enabled businesses – Based upon the management team’s operational and investment track record in technology-driven business and our belief that these types of business will continue to grow faster than traditional businesses, we intend to focus on technology or technology-enabled businesses. |
• | Transforming large traditional industries – Including but not limited to verticals where there are opportunities to adopt data-driven processes and/or alternative models, tailwinds in digital adoption, or a healthy ecosystem of corporate partners. |
• | Market leader – We intend to seek a target that has a leading presence across an industry or segment or has leading technology or product capabilities. |
• | Cross-border or intention to be cross-border – Our management team and our affiliates have deep operational and investing experience, and we believe we can help companies scale cross-border and |
• | Strong unit economics – We intend to acquire a business that has demonstrated strong unit economics with a clear path to profitability. |
• | Fundamentally resilient businesses that have the potential to improve their performance – We believe our management team’s track record of driving strong growth along with attractive economics will create opportunities to enhance the revenue and operational efficiencies of the target business, which may potentially generate higher returns for our investors. |
• | Strong management team – We intend to acquire one or more businesses that have strong management teams with a proven track record of driving growth, building long term defensibility, attracting the right talent, and an ability to make complex strategic decisions. |
• | Appropriate valuation – We intend to be a disciplined and valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables and could provide significant upside potential. |
• | 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 Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% 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 5% or more; 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 | | | Redemption if We Fail to Complete an Initial Business Combination | |
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 would 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 | | | Nasdaq listing rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $300,000,000 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. | | | $255,150,000 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. |
| | | | |||
Investment of net proceeds | | | $300,000,000 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. |
| | | | |||
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 | | | 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. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | 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. | | | ||
| | | | |||
Limitation on fair value or net assets of target business | | | So long as our securities are then listed on Nasdaq, our initial business combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriter fees 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 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. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
| | | | |||
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 Credit Suisse Securities (USA) LLC informs us of its 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. | | | 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. |
| | | | |||
| | The units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
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. |
| | | | |||
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 and not previously released to us to pay our 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, 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 | | | 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 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. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any such general meeting. | | | ||
| | | | |||
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 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 in 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. |
| | | | |||
Release of funds | | | Except for the withdrawal of interest income (if any) to pay our income taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of: (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 amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to | | | 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. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | 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 material provisions relating to the rights of holders of our Class A ordinary shares. | | |
Name | | | Age | | | Position |
Howard Morgan | | | 75 | | | Chairman |
Raj Ganguly | | | 44 | | | Chief Executive Officer and Director |
Kabir Narang | | | 44 | | | President |
Angela C. Huang | | | 38 | | | Vice President and Director |
Bruce Aust | | | 57 | | | Independent Director Nominee |
Anne Clarke Wolff | | | 55 | | | Independent Director Nominee |
Vivek Ranadivé | | | 63 | | | Independent 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. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our 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 |
Howard Morgan | | | B Capital Group U.S., LLC | | | Venture Capital | | | Chairman of the Board |
| | Arca Group Inc. | | | Consulting | | | President | |
| | Augury Technologies Corp. | | | Technology | | | Board Member | |
| | Gust Inc. | | | Technology | | | Board Member | |
| | Idealab Studio LLC | | | Audio Equipment | | | Board Member | |
| | Myndyou, Inc. | | | Technology | | | Board Member | |
| | Nacre Capital | | | Venture Capital | | | Board Chair |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
| | Seed-x Technologies | | | Technology | | | Board Member | |
Raj Ganguly | | | B Capital Group | | | Venture Capital | | | Co-Managing General Partner |
| | Evidation Health, Inc. | | | Technology | | | Board Member | |
| | Winmore, Inc. | | | Technology | | | Board Member | |
| | Atomwise, Inc. | | | Software | | | Board Member | |
| | Journera, Inc. | | | Technology | | | Board Member | |
| | Boston Consulting Group | | | Consulting | | | Senior Advisor | |
Kabir Narang | | | B Capital Group Singapore, Pte. Ltd | | | Venture Capital | | | Founding General Partner |
| | Icertis, Inc | | | Software | | | Board Member | |
Angela C. Huang | | | EE Capital Pte. Ltd. | | | Family Office | | | Managing Director |
| | Fifth Wall Acquisition Corp. I | | | Special Purpose Acquisition Company | | | Board Member | |
Bruce Aust | | | Aust.LLC | | | Financial Advisory Services | | | Board Member/Strategic Advisor |
| | 150 Bond | | | Executive Coaching | | | Strategic Advisor | |
| | Anthemis Group | | | Venture Investments | | | Strategic Advisor | |
Anne Clarke Wolff | | | Amphenol Corporation | | | Manufacturing | | | Board Member |
Vivek Ranadivé | | | Sacramento Kings | | | Sports | | | Owner |
| | BowX Acquisition Corp. | | | SPAC | | | Chairman and CEO | |
| | Bow Capital Management | | | Venture Capital | | | Founder and Managing 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 nor are they prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to us completing our initial business combination. See “Risk Factors—Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.” |
• | 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 during any Extension Period or (B) with respect to any other material provisions 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 |
• | 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. In addition, our special advisor, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | 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 |
B Capital Technology Opportunities LLC (our sponsor) | | | 8,520,000(3)(4) | | | 98.7% | | | 19.7% |
Howard Morgan | | | — | | | — | | | — |
Raj Ganguly | | | — | | | — | | | — |
Kabir Narang | | | — | | | — | | | — |
Angela C. Huang | | | — | | | — | | | — |
Bruce Aust | | | 35,000 | | | * | | | * |
Anne Clarke Wolff | | | 35,000 | | | * | | | * |
Vivek Ranadivé | | | 35,000 | | | * | | | * |
All executive officers, directors, and director nominees as a group (7 individuals) | | | 105,000 | | | 1.2% | | | * |
| | | | | |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 10 Hudson Yards, New York, NY 10001. |
(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 or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.” |
(3) | The shares reported above are held in the name of our sponsor. Raj Ganguly, Eduardo Saverin, and Elaine A Saverin are the three managers of our sponsor. Any action by our sponsor with respect to our company or the founder shares, including voting and dispositive decisions, requires a majority vote of the managers of our sponsor. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of the managers of our sponsor, none of the managers of our sponsor is deemed to be a beneficial owner of our sponsor’s securities, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers of our sponsor is deemed to have or share beneficial ownership of the founder shares held by our sponsor. |
(4) | Includes up to 1,125,000 founder shares that will be surrendered to us for no consideration by our sponsor depending on the extent to which the underwriter’s over-allotment option is exercised. |
• | 30,000,000 Class A ordinary shares underlying the units issued as part of this offering; and |
• | 7,500,000 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 10 trading days within a 20-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 below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below; |
• | 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 10 trading days within a 20-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; and |
• | if the closing price of the Class A ordinary shares for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrantholders 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.” |
• | an exempted company does not have to file an annual return on 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 |
• | 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, special advisor, 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, if required by applicable law or based upon the decision of our board of directors or a committee thereof, 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 be with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriter fees 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 material provisions 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 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 375,000 shares immediately after this offering (or 431,250 shares if the underwriter exercises its 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. |
1. | That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and |
2. | In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
2.1 | On or in respect of the shares, debentures or other obligations of the Company; or |
2.2 | by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act (As Revised). |
• | our sponsor, special advisor, officers or directors, or holders of private placement warrants or forward placement securities; |
• | banks, financial institutions or financial services entities; |
• | broker-dealers; |
• | taxpayers that are subject to the mark-to-market 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 five percent or more of our shares by vote or value1; |
• | 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 that hold our securities as part of a straddle, constructive sale, hedging, 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 upon a disposition (including upon redemption or expiration or, under certain circumstances, a pledge) of Class A ordinary shares or warrants or excess distributions will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares or warrant; |
• | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain upon a disposition of Class A ordinary shares or warrants 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 pursuant to the foregoing 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, which such interest will be non-deductible interest expense for individual taxpayers. |
• | a non-resident alien individual; |
• | a foreign corporation; or |
• | an estate or trust that is not a U.S. Holder; |
Underwriters | | | Number of Units |
Credit Suisse Securities (USA) LLC | | | 30,000,000 |
Total | | | 30,000,000 |
| | Paid By B Capital Technology Opportunities Corp. | ||||
| | No Exercise | | | Full Exercise | |
Per Unit(1)(2) | | | $0.55 | | | $0.55 |
Total(1)(2) | | | $16,500,000 | | | $18,975,000 |
(1) | Includes $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriter’s over-allotment option is exercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriter only upon the consummation of an initial business combination. |
(2) | For financial advisory services provided by Connaught in connection with this offering, we have agreed to pay Connaught a fee in an amount equal to 10% of the underwriting commission payable to the underwriter and 20% of the deferred discount payable to the underwriter. The fee to Connaught will be paid in part at the closing of this offering and in part at the closing of the initial business combination. The underwriter has agreed to reimburse us for the fee to Connaught as it becomes payable out of the underwriting commission. |
• | Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. |
• | Over-allotment involves sales by the underwriter of units in excess of the number of units the underwriter is obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of units over-allotted by the underwriter is not greater than the number of units that they may purchase in |
• | Syndicate covering transactions involve purchases of the units in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of units to close out the short position, the underwriter 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. If the underwriter sells more units than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying units in the open market. A naked short position is more likely to be created if the underwriter is concerned that there could be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in this offering. |
• | Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
(a) | to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriter for any such offer; or |
(c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
(a) | to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of underwriter for any such offer; or |
(c) | in any other circumstances falling within Section 86 of the FSMA, |
• | the purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus Exemptions; |
• | the purchaser is a “permitted client” as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations; |
• | where required by law, the purchaser is purchasing as principal and not as agent; and |
• | the purchaser has reviewed the text above under Resale Restrictions. |
Assets | | | |
Current assets: | | | |
Prepaid expenses | | | $7,759 |
Total current assets | | | 7,759 |
Deferred offering costs associated with proposed public offering | | | 181,428 |
Total Assets | | | $ 189,187 |
| | ||
Liabilities and Shareholder’s Equity | | | |
Current liabilities: | | | |
Accrued expenses | | | $ 181,428 |
Total current liabilities | | | 181,428 |
| | ||
Commitments and Contingencies | | | |
| | ||
Shareholder’s Equity: | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | — |
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding(1) | | | 863 |
Additional paid-in capital | | | 24,137 |
Accumulated deficit | | | (17,241) |
Total shareholder’s equity | | | 7,759 |
Total Liabilities and Shareholder’s Equity | | | $ 189,187 |
(1) | This number includes up to 1,125,000 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 | | | $17,241 |
Net loss | | | $(17,241) |
| | ||
Weighted average shares outstanding, basic and diluted(1) | | | 7,500,000 |
Basic and diluted net loss per share | | | $(0.00) |
(1) | This number excludes an aggregate of up to 1,125,000 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 Equity | ||||||||||
| | Class A | | | Class B | | |||||||||||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||
Balance – January 5, 2021 (inception) | | | — | | | $ — | | | — | | | $— | | | $— | | | $— | | | $— |
| | | | | | | | | | | | | | ||||||||
Issuance of Class B ordinary shares to Sponsor(1) | | | — | | | — | | | 8,625,000 | | | 863 | | | 24,137 | | | — | | | 25,000 |
| | | | | | | | | | | | | | ||||||||
Net loss | | | — | | | — | | | — | | | — | | | — | | | (17,241) | | | (17,241) |
Balance – February 5, 2021 | | | — | | | $ — | | | 8,625,000 | | | $863 | | | $ 24,137 | | | $ (17,241) | | | $7,759 |
(1) | This number includes up to 1,125,000 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 | | | $(17,241) |
Changes in operating assets and liabilities: | | | |
Prepaid expenses | | | 17,241 |
Net cash used in operating activities | | | — |
| | ||
Net change in cash | | | — |
Cash – beginning of the period | | | — |
Cash – ending of the period | | | $— |
| | ||
Supplemental disclosure of noncash investing and financing activities: | | | |
Deferred offering costs included in accrued expenses | | | $181,428 |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | | | $25,000 |
• | 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 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 a price of $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 10 trading days within a 20-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; and; |
• | if the closing price of the Class A ordinary shares for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be 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 | | | $37,640 |
FINRA expenses | | | 52,250 |
Accounting fees and expenses | | | 30,000 |
Printing and engraving expenses | | | 40,000 |
Legal fees and expenses | | | 350,000 |
Nasdaq listing and filing fees | | | 55,000 |
Director & Officers liability insurance premiums(1) | | | 1,600,000 |
Miscellaneous | | | 85,110 |
Total | | | $2,250,000 |
(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. |
Item 17. | Undertakings. |
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 Ropes & Gray LLP.** | |
| | Opinion of Maples and Calder (Cayman) LLP, 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.** | |
| | Promissory Note, dated as of February 2, 2021, between the Registrant and the Sponsor.** | |
| | Securities Subscription Agreement, dated February 2, 2021 between the Registrant and the Sponsor.** | |
| | Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.** | |
| | Form of Administrative Services Agreement between the Registrant and the Sponsor.** | |
| | Consent of Marcum LLP.* | |
| | Consent of Ropes & Gray LLP (included on Exhibit 5.1).** | |
| | Consent of Maples and Calder (Cayman) LLP (included on Exhibit 5.2).* | |
| | Power of Attorney (included on signature page to the initial filing of this Registration Statement).** | |
| | Consent of Bruce Aust** | |
| | Consent of Anne Clarke Wolff.** | |
| | Consent of Vivek Ranadivé.** |
* | Filed concurrent with this amendment |
** | Previously filed |
| | B CAPITAL TECHNOLOGY OPPORTUNITIES CORP. | ||||
| | | | |||
| | By: | | | /s/ Raj Ganguly | |
| | | | Name: Raj Ganguly | ||
| | | | Title: Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Raj Ganguly | | | Chief Executive Officer (Principal Executive Officer) | | | April 7, 2021 |
Raj Ganguly | | |||||
| | | | |||
/s/ Howard Morgan | | | Chairman of the Board (Principal Financial Officer and Principal Accounting Officer) | | | April 7, 2021 |
Howard Morgan | |
Our ref
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TZC/782232-000001/65581093v1
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|
(a) |
up to 34,500,000 units (including 4,500,000 units, which Credit Suisse Securities (USA) LLC (the "Underwriters") 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 ("Class A Ordinary Shares"); and
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(ii) |
one-third of one redeemable warrant, each whole warrant exercisable to purchase one Class A Ordinary Share at a price of US$11.50 per Class A Ordinary Share ("Warrants");
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(b) |
all Class A Ordinary Shares and Warrants issued as part of the Units.
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1 |
Documents Reviewed
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1.1 |
The certificate of incorporation dated 5 January 2021, the certificate of incorporation on change of name dated 2 February 2021 and the amended and restated memorandum and articles of
association of the Company as adopted on 2 February 2021 (the "Memorandum and Articles").
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1.2 |
The written resolutions of the board of directors of the Company dated April 6, 2021 (the "Resolutions") and the corporate records of the Company
maintained at its registered office in the Cayman Islands.
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1.3 |
A certificate of good standing with respect to the Company issued by the Registrar of Companies (the "Certificate of Good Standing").
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1.4 |
A certificate from a director of the Company a copy of which is attached to this opinion letter (the "Director's Certificate").
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1.5 |
The Registration Statement.
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1.6 |
A draft of the form of the unit certificate representing the Units (the "Unit Certificate").
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1.7 |
A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the "Warrant Documents").
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1.8 |
A draft of the underwriting agreement between the Company and the Underwriters.
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2 |
Assumptions
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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).
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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).
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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).
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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.
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2.5 |
All signatures, initials and seals are genuine.
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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.
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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 Class A Ordinary Shares.
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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.
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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 (As Revised) and the Terrorism Act (As
Revised), respectively).
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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.
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2.11 |
The Company will receive money or money's worth in consideration for the issue of the Class A Ordinary Shares and none of the Class A Ordinary Shares were or will be issued for less
than par value.
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3 |
Opinions
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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.
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3.2 |
The Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement 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, such Class A 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).
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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.
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4 |
Qualifications
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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:
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(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;
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(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;
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(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
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(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.
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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.
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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 Class A Ordinary Shares, then the validity of such shares may be subject to
re-examination by a Cayman Islands court.
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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.
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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).
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To:
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Maples and Calder
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PO Box 309, Ugland House
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Grand Cayman
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KY1-1104
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Cayman Islands
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1 |
The Memorandum and Articles remain in full force and effect and are unamended.
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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.
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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.
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4 |
The authorised share capital of the Company is US$32,100 divided into 300,000,000 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 8,625,000 Class B ordinary shares, which have been duly authorised and are validly issued as fully-paid and
non-assessable.
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5 |
The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way.
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6 |
The sole director of the Company at the date of the Resolutions and at the date of this certificate was and is as follows: Raj Ganguly.
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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.
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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.
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9 |
The 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.
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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.
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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.
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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.
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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 Class A Ordinary Shares.
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14 |
The Class A 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).
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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.
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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.
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Signature:
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/s/ Raj Ganguly |
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Name:
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Raj Ganguly |
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Title:
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Director
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