8-K 1 tm2110970d17_8k.htm FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): (October 19, 2021) October 25, 2021

 

 

 

Worldwide Webb Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands 001-40920 98-1587626
(State or other jurisdiction of
incorporation)		 (Commission File Number) (I.R.S. Employer Identification
No.)

 

770 E Technology Way F13-16  
Orem, UT 84097 84097
(Address of principal executive offices) (Zip Code)

 

(415) 629-9066

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  ¨ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant WWACU The Nasdaq Stock Market
Class A ordinary shares, par value $0.0001 per share Redeemable warrants, each whole warrant exercisable for one WWAC The Nasdaq Stock Market
Class A ordinary share at an exercise price of $11.50 WWACW The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On October 22, 2021, Worldwide Webb Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000.

 

In connection with the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company registration statement:

 

·An Underwriting Agreement, dated October 19, 2021, between the Company, BofA Securities, Inc. and J.P. Morgan Securities LLC.

 

·A Warrant Agreement, dated October 19, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

 

·A Letter Agreement, dated October 19, 2021, among the Company, the Sponsor and the Company’s officers and directors.

 

·An Investment Management Trust Agreement, dated October 19, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

 

·A Registration Rights Agreement, dated October 19, 2021, among the Company, the Sponsor and certain other security holders named therein.

 

·An Administrative Services Agreement, dated October 19, 2021, between the Company and the Sponsor.

 

·A Sponsor Warrants Purchase Agreement, dated October 19, 2021, between the Company and the Sponsor.

 

·An Indemnity Agreement, dated October 19, 2021, between the Company and Tony M. Pearce.

 

·An Indemnity Agreement, dated October 19, 2021, between the Company and Terry V. Pearce.

 

·An Indemnity Agreement, dated October 19, 2021, between the Company and Daniel S. Webb.

 

·An Indemnity Agreement, dated October 19, 2021, between the Company and Lynne M. Laube.

 

·An Indemnity Agreement, dated October 19, 2021, between the Company and Tanner Ainge.

 

·An Indemnity Agreement, dated October 19, 2021, between the Company and Dave Crowder.

 

·An Indemnity Agreement, dated October 19, 2021, between the Company and Davis Smith.

 

Item 3.02Unregistered Sales of Equity Securities.

 

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 8,000,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Worldwide Webb Acquisition Sponsor LLC (the “Sponsor”), generating gross proceeds to the Company of $8,000,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

 

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Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective as of October 19, 2021, the following individuals were appointed to the board of directors of the Company: Lynne M. Laube, Tanner Ainge, Dave Crowder and Davis Smith. Additional information regarding, among other things, each individual’s background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.

 

Item 5.03Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 20, 2021, the Company filed its amended and restated memorandum and articles of association with Registrar of Companies of The Cayman Islands. The terms of the amended and restated memorandum and articles of association of association are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the amended and restated memorandum and articles of association is qualified in its entirety by reference to the full text of the amended and restated memorandum and articles of association, which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Item 8.01Other Events.

 

A total of $202,000,000, comprised of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months from the closing of the IPO, or such other time period in which we must consummate an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association, (such period, the “completion window”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed its initial business combination within the completion window, subject to applicable law.

 

In connection with the IPO, eleven qualified institutional buyers or institutional accredited investors (none of which are affiliated with any member of our management team, our sponsor, our board of directors or, to our knowledge, any other anchor investor) (“Anchor Investors”) purchased an aggregate of $198.6 million of units in the offering. Each of the Anchor Investors previously entered into a separate agreement with us and our sponsor (the form of which was previously filed as exhibits to the Company registration statement (File No. 333-259801), pursuant to which, subject to the conditions set forth therein, the Anchor Investors acquired an aggregate of 1,250,000 founder shares from our sponsor for $0.005 per share, for an aggregate of $6,250.

 

On October 19, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.

 

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Item 9.01Financial Statements and Exhibits.

 

  (d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.

  

Description of Exhibits

1.1   Underwriting Agreement, dated October 19, 2021, between the Company, BofA Securities, Inc. and J.P. Morgan Securities LLC.
3.1   Amended and Restated Memorandum and Articles of Association of the Company.
4.1   Warrant Agreement, dated October 19, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1   Letter Agreement, dated October 19, 2021, among the Company, the Sponsor and the Company’s officers and directors.
10.2   Investment Management Trust Agreement, dated October 19, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3   Registration Rights Agreement, dated October 19, 2021, among the Company, the Sponsor and certain other security holders named therein.
10.4   Administrative Services Agreement, dated October 19, 2021, between the Company and the Sponsor.
10.5   Sponsor Warrants Purchase Agreement, dated October 19, 2021, between the Company and the Sponsor.
10.6   Form of Indemnity Agreement, dated October 19, 2021, between the Company and each officer and/or director.
99.1   Press Release, dated October 19, 2021.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
  Worldwide Webb Acquisition Corp.
 
Date: October 25, 2021 By: /s/ Daniel S. Webb
  Name: Daniel S. Webb
  Title: Chief Executive Officer and Director

 

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