false12-31000185780300-0000000NASDAQNASDAQNASDAQ00018578032024-02-082024-02-080001857803dpcs:ClassAOrdinarySharesParValue00001PerShareMember2024-02-082024-02-080001857803us-gaap:CommonClassAMember2024-02-082024-02-080001857803dpcs:WarrantsEachWholeWarrantExercisableForOneClassAOrdinaryShareEachAtAnExercisePriceOf1150PerShareMember2024-02-082024-02-08
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): February 8, 2024
DP Cap Acquisition Corp I
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-41041
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N/A
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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341 Newbury Street
6th Floor
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Boston, MA
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02115
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(Address of principal executive offices)
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(Zip Code)
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(617) 874-5152
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant
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DPCSU
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The Nasdaq Stock Market LLC
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Class A ordinary shares, par value $0.0001 per share
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DPCS
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
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DPCSW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws.
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The information disclosed in Item 5.07 of this Current Report on Form 8-K (this “Current Report”) under the heading “Proposal 1” is incorporated by reference into this Item
5.03 to the extent required.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Extraordinary General Meeting
On February 8, 2024, the Company held an Extraordinary General Meeting of Shareholders (the "Extraordinary General Meeting"), at which holders of 9,552,257 of the Company’s
ordinary shares, comprised of the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares” and together with the
Class A Ordinary Shares, the “Ordinary Shares”) voting together as a class, were present in person or by proxy, representing approximately 97% of the voting power of the 9,809,402 issued and outstanding Ordinary Shares of the Company entitled to vote
at the Extraordinary General Meeting at the close of business on January 16, 2024, which was the record date (the “Record Date”) for the Extraordinary General Meeting. The 9,809,402 Ordinary Shares entitled to vote at the Extraordinary General
Meeting were comprised of 4,059,402 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares. The Company’s shareholders of record as of the close of business on the Record Date are referred to herein as “Shareholders.” In connection with the
Extension (as defined below), the holders of 2,559,402 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.91 per share, for an aggregate of approximately $27,923,075 in
connection with the Extension. A summary of the voting results at the Extraordinary General Meeting for each of the proposals is set forth below.
Proposal 1
The Shareholders approved, by special resolution, the proposal to amend and restate the Company’s Second Amended and Restated Memorandum and Articles of Association in the
form set forth in Annex A of the proxy statement to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business
combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares included as part of the units sold in the Company’s initial
public offering, from February 12, 2024 to November 12, 2024 (the “Extended Date” or the “Extension,” and such proposal, the “Extension Proposal”). The voting results for such proposal were as follows:
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For
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Against
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Abstain
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8,621,653
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930,604
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0
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On February 9, 2024, to effectuate the Extension, the Company filed with the Cayman Islands Registrar of Companies the Third Amended and Restated Memorandum and Articles of
Association of the Company (the “Third A&R Charter”). The foregoing description of the Third A&R Charter does not purport to be complete and is qualified in its entirety by the terms of the Third A&R Charter, a copy of which is attached
hereto as Exhibit 3.1 and incorporated herein by reference.
Proposal 2
The proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the
event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, was not presented at the Extraordinary General Meeting, as the Extension Proposal received a sufficient number of votes for
approval.
Following the redemption, the Company's remaining Class A Ordinary Shares outstanding subject to redemption will be 1,500,000. In connection with the
approval of the Extension Proposal, DP Investment Management Sponsor I LLC (the “Sponsor”) will deposit on a monthly basis, or pro rata portion thereof if less than a month, $49,950 into the Comapny's trust account established in connection with
the Company's initial public offering for the benefit of public shareholders (an “Extension Deposit”), until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an initial
business combination and (ii) November 12, 2024 (or any earlier date of termination, dissolution or winding up of the Company as determined in the sole discretion of the Company's board of directors). The Company expects the Sponsor to make the
first Extension Deposit on February 12, 2024.
Pursuant to the terms of the Third A&R Charter, on February 9, 2024, the Sponsor, Data Point Capital III, LP and Data Point Capital III-Q, LP (collectively the “Class B
Shareholders”), elected to convert an aggregate of 5,749,997 Class B Ordinary Shares that they hold on a one-for-one basis into Class A Ordinary Shares (such shares, the “Converted Shares”). The Class B Shareholders will not have any redemption
rights in connection with the Converted Shares, and the Converted Shares will be subject to the restrictions on transfer included in the letter agreement entered into by the Class B Shareholders in connection with the Company’s initial public
offering. Following such conversion, and as a result of the redemptions described above, there will be an aggregate of 7,249,997 Class A Ordinary Shares issued and outstanding, of which 1,500,000 Class A Ordinary Shares issued and outstanding will
have redemption rights, and three Class B Ordinary Shares issued and outstanding.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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Third Amended and Restated Memorandum and Articles of Association of DP Cap Acquisition Corp I.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
Dated: February 12, 2024
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DP CAP ACQUISITION CORP I
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By:
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Name:
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Scott Savitz
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Title:
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Chairman and Chief Executive Officer
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Exhibit 3.1
THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
DP CAP ACQUISITION CORP I
(ADOPTED BY SPECIAL RESOLUTION DATED 8 FEBRUARY 2024 AND EFFECTIVE ON 8 FEBRUARY 2024)
THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
DP CAP ACQUISITION CORP I
(ADOPTED BY SPECIAL RESOLUTION DATED 8 FEBRUARY 2024 AND EFFECTIVE ON 8 FEBRUARY 2024)
| 1. |
The name of the Company is DP Cap Acquisition Corp I
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| 2. |
The registered office of the Company shall be at the offices of CO Services Cayman Limited, P.O. Box 10008, Willow House, Cricket Square, Grand Cayman KY1-1001, Cayman Islands, or at
such other place as the Directors may from time to time decide.
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| 3. |
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by
the laws of the Cayman Islands.
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| 4. |
The liability of each Member is limited to the amount unpaid on such Member’s shares.
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| 5. |
The share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary
shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each.
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| 6. |
The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and
to be deregistered in the Cayman Islands.
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| 7. |
Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the respective meanings given to them in the Amended and
Restated Articles of Association of the Company.
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THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
DP CAP ACQUISITION CORP I
(ADOPTED BY SPECIAL RESOLUTION DATED 8 FEBRUARY 2024 AND EFFECTIVE ON 8 FEBRUARY 2024)
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1.1
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In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context
inconsistent therewith:
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"Affiliate"
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in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood,
marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an
entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.
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"Applicable Law"
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means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or
orders of any governmental authority applicable to such person.
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"Articles"
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means these amended and restated articles of association of the Company.
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"Audit Committee"
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means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
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"Auditor"
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means the person (if any) for the time being performing the duties of auditor of the Company.
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"Business Combination"
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means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one
or more businesses or entities (the "target business"), which Business Combination: (a) as long as the securities of the Company are listed on the Nasdaq
Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable
on the income earned on the Trust Account) at the time of the agreement to enter into such Business Combination; and (b) must not be effectuated with another blank cheque company or a similar company with nominal operations.
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"business day"
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means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to
close in New York City.
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"Clearing House"
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means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange
or interdealer quotation system in such jurisdiction.
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"Class A Share"
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means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
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"Class B Share"
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means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
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"Company"
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means the above-named company.
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"Company’s Website"
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means the website of the Company and/or its web-address or domain name (if any).
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"Compensation Committee"
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means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
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"Designated Stock Exchange"
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means any United States national securities exchange on which the securities of the Company are listed for trading, including the NASDAQ Stock Market.
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"Directors"
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means the directors for the time being of the Company.
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"Dividend"
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means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
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"Electronic Communication"
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means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website
(including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
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"Electronic Record"
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has the same meaning as in the Electronic Transactions Act.
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"Electronic Transactions Act"
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means the Electronic Transactions Act (as revised) of the Cayman Islands.
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"Equity-linked Securities"
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means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a
Business Combination, including but not limited to a private placement of equity or debt..
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"Exchange Act"
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means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and
Exchange Commission thereunder, all as the same shall be in effect at the time.
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"Founders"
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means all Members immediately prior to the consummation of the IPO.
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"Independent Director"
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has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
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"IPO"
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means the Company’s initial public offering of securities.
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"Member"
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has the same meaning as in the Statute.
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"Memorandum"
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means the amended and restated memorandum of association of the Company.
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"Nominating Committee"
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means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
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"Officer"
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means a person appointed to hold an office in the Company.
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"Ordinary Resolution"
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means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general
meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
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"Over-Allotment Option"
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means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price
equal to US$10 per unit, less underwriting discounts and commissions.
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"Preference Share"
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means a preference share of a par value of US$0.0001 in the share capital of the Company.
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"Public Share"
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means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.
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"Redemption Notice"
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means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to
any conditions contained therein.
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"Register of Members"
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means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
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"Registered Office"
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means the registered office for the time being of the Company.
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"Representative"
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means a representative of the Underwriters.
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"Seal"
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means the common seal of the Company and includes every duplicate seal.
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"Securities and Exchange
Commission"
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means the United States Securities and Exchange Commission.
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"Share"
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means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.
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"Special Resolution"
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subject to Article 29.4, Article 47.1 and Article 47.2, has the same meaning as in the Statute, and includes a unanimous written resolution.
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"Sponsor"
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means DP Investment Management Sponsor I LLC and its successors or assigns.
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"Statute"
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means the Companies Act (as revised) of the Cayman Islands.
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"Treasury Share"
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means a Share held in the name of the Company as a treasury share in accordance with the Companies Act.
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"Trust Account"
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means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with
a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.
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"Underwriter"
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means an underwriter of the IPO from time to time and any successor underwriter.
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(a) |
words importing the singular number include the plural number and vice versa;
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(b) |
words importing the masculine gender include the feminine gender;
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(c) |
words importing persons include corporations as well as any other legal or natural person;
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(d) |
"written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;
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(e) |
"shall" shall be construed as imperative and "may" shall be construed as permissive;
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(f) |
references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;
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(g) |
any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words
preceding those terms;
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(h) |
the term "and/or" is used herein to mean both "and" as well as "or". The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or"
in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
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(i) |
headings are inserted for reference only and shall be ignored in construing the Articles;
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(j) |
any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;
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(k) |
any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined
in the Electronic Transactions Law;
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(l) |
sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
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(m) |
the term "clear days" in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day
for which it is given or on which it is to take effect; and
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(n) |
the term "holder" in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.
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| 2. |
COMMENCEMENT OF BUSINESS
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| 2.1 |
The business of the Company may be commenced as soon after incorporation as the Directors shall see fit.
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| 2.2 |
The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.
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| 3. |
ISSUER OF SHARES AND OTHER SECURITIES
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| 3.1 |
Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by
the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, and
without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or
restrictions, whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the
Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry out a Class
B Share Conversion set out in the Articles.
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| 3.2 |
The Company may issue rights, options, warrants or convertible securities or securities of similar
nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time to time determine.
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| 3.3 |
The Company may issue units of securities in the Company, which may be comprised of whole or
fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the
Company, upon such terms as the Directors may from time to time determine.
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| 3.4 |
The Company shall not issue Shares to bearer.
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| 4.1 |
The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.
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| 4.2 |
The Directors may determine that the Company shall maintain one or more branch registers of
Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time
to time.
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| 5. |
CLOSING THE REGISTER OF MEMBERS OR FIXING A RECORD DATE
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| 5.1 |
For the purpose of determining Members entitled to notice of, or to vote at any meeting of
Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, after notice has been given by
advertisement in an appointed newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.
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| 5.2 |
In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or
arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of
any Dividend or other distribution, or in order to make a determination of Members for any other purpose.
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| 5.3 |
If the Register of Members is not so closed and no record date is fixed for the determination of
Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the
Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been
made as provided in this Article, such determination shall apply to any adjournment thereof.
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| 6. |
CERTIFICATES FOR SHARES
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| 6.1 |
A Member shall only be entitled to a share certificate if the Directors resolve that share
certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The
Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they
relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been
surrendered and cancelled.
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| 6.2 |
The Company shall not be bound to issue more than one certificate for Shares held jointly by more
than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
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| 6.3 |
If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms
(if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old
certificate.
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| 6.4 |
Every share certificate sent in accordance with the Articles will be sent at the risk of the
Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.
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| 6.5 |
Share certificates shall be issued within the relevant time limit as prescribed by the Statute,
if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine,
whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with the Company.
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| 7.1 |
Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an
instrument of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under
Applicable Law. If the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register the
transfer of any such Share without evidence satisfactory to them of the like transfer of such option or warrant.
|
| 7.2 |
The instrument of transfer of any Share shall be in writing in the usual or common form or in a
form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the
Directors and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s),
by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the
Register of Members.
|
| 8. |
REDEMPTION, REPURCHASE AND SURRENDER OF SHARES
|
| 8.1 |
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the
option of the Member or the Company. The redemption of such Shares, except Public Shares, shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of such Shares. With
respect to redeeming or repurchasing the Shares.
|
|
(a) |
Members who hold Public Shares are entitled to request the redemption of such Shares in the
circumstances described in the Business Combination Article hereof;
|
|
(b) |
Class B Shares held by the Sponsor shall be surrendered by the Sponsor for no consideration to the
extent that the Over-Allotment Option is not exercised in full so that the Founders will own 20 per cent of the Company’s issued Shares after the IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO);
and
|
|
(c) |
Public Shares shall be repurchased by way of tender offer in the circumstances set out in the
Business Combination Article hereof.
|
| 8.2 |
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange
Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the
relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described in the Article above shall not require further approval of the Members.
|
| 8.3 |
The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.
|
| 8.4 |
The Directors may accept the surrender for no consideration of any fully paid Share.
|
| 9.1 |
The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.
|
| 9.2 |
The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).
|
| 10. |
VARIATION OF RIGHTS OF SHARES
|
| 10.1 |
Subject to Article 3.1, if at any time the share capital of the Company is divided into different
classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders
of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of
not less than two thirds of the issued Shares of that class (other than with respect to a waiver of the provisions of the Class B Ordinary Share Conversion Article hereof, which as stated therein shall only require the consent in writing of
the holders of a majority of the issued Shares of that class), or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the
avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions
of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person
or by proxy may demand a poll.
|
| 10.2 |
For the purposes of a separate class meeting, the Directors may treat two or more or all the
classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of
Shares.
|
| 10.3 |
The rights conferred upon the holders of the Shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other
rights.
|
| 11. |
COMMISSION ON SALE OF SHARES
|
The Company may, in so far as the Statute permits, pay a
commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may
be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.
| 12. |
NON-RECOGNITION OF TRUSTS
|
The Company shall not be bound by or compelled to recognise in
any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the
entirety thereof in the holder.
| 13.1 |
The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not)
registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any
other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the
Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.
|
| 13.2 |
The Company may sell, in such manner as the Directors think fit, any Shares on which the Company
has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled
to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.
|
| 13.3 |
To give effect to any such sale the Directors may authorise any person to execute an instrument
of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the
application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.
|
| 13.4 |
The net proceeds of such sale after payment of costs, shall be applied in payment of such part of
the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at
the date of the sale.
|
| 14.1 |
Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon
the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay to the
Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call
is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
|
| 14.2 |
A call shall be deemed to have been made at the time when the resolution of the Directors
authorising such call was passed.
|
| 14.3 |
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect
thereof.
|
| 14.4 |
If a call remains unpaid after it has become due and payable, the person from whom it is due
shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment),
but the Directors may waive payment of the interest or expenses wholly or in part.
|
| 14.5 |
An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on
account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.
|
| 14.6 |
The Directors may issue Shares with different terms as to the amount and times of payment of
calls, or the interest to be paid.
|
| 14.7 |
The Directors may, if they think fit, receive an amount from any Member willing to advance all or
any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in
advance.
|
| 14.8 |
No such amount paid in advance of calls shall entitle the Member paying such amount to any
portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.
|
| 15.1 |
If a call or instalment of a call remains unpaid after it has become due and payable the
Directors may give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of
such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.
|
| 15.2 |
If the notice is not complied with, any Share in respect of which it was given may, before the
payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the
forfeiture.
|
| 15.3 |
A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such
manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be
transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.
|
| 15.4 |
A person any of whose Shares have been forfeited shall cease to be a Member in respect of them
and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those
Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.
|
| 15.5 |
A certificate in writing under the hand of one Director or Officer that a Share has been
forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a
good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or
invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.
|
| 15.6 |
The provisions of the Articles as to forfeiture shall apply in the case of non-payment of any sum
which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.
|
| 16. |
TRANSMISSION OF SHARES
|
| 16.1 |
If a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal
representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for
which he was a joint or sole holder.
|
| 16.2 |
Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation
or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such
Share or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The
Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution, as
the case may be.
|
| 16.3 |
A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or
dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not,
before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such
person to elect either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would
have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety
days of being received or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the
requirements of the notice have been complied with.
|
| 17. |
CLASS B ORDINARY SHARE CONVERSION
|
| 17.1 |
The rights attaching to the Class A Shares and Class B Shares shall rank pari passu in all respects, and the Class A Shares
and Class B Shares shall vote together as a single class on all matters (subject to the Variation of Rights of Shares Article and the Appointment and Removal of Directors Article hereof) with the exception that the holder of a Class B Share
shall have the Conversion Rights referred to in this Article.
|
| 17.2 |
Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) at any time and from
time to time at the option of the holders thereof; and (b) automatically on the day of the closing of a Business Combination.
|
| 17.3 |
Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any
other Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to the closing of a Business Combination, all Class B Shares in issue shall automatically convert into
Class A Shares at the time of the closing of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the Class B Shares in issue agree to waive
such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, on an as-converted basis, in the aggregate, 20 per cent of
the sum of all Class A Shares and Class B Shares in issue upon completion of the IPO plus all Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination, excluding any Shares or
Equity-linked Securities issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor or its Affiliates upon conversion of loans made to the Company.
|
| 17.4 |
Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the
Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then in
issue consenting or agreeing separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof.
|
| 17.5 |
The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share
split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar
reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar
reclassification or recapitalisation of the Class B Shares in issue.
|
| 17.6 |
Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this
Article. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of
which shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of
conversion.
|
| 17.7 |
References in this Article to "converted", "conversion" or "exchange" shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares
have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The
Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member or in such name as the Member may direct.
|
| 17.8 |
Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert into Class A Shares at a ratio that is less than one-for-one.
|
| 18. |
AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND ALTERATION OF CAPITAL
|
| 18.1 |
The Company may by Ordinary Resolution:
|
|
(a) |
increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such
rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;
|
|
(b) |
consolidate and divide all or any of its share capital into Shares of larger amount than its
existing Shares;
|
|
(c) |
convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination;
|
|
(d) |
by subdivision of its existing Shares or any of them divide the whole or any part of its share
capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
|
|
(e) |
cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken
or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.
|
| 18.2 |
All new Shares created in accordance with the provisions of the preceding Article shall be
subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.
|
| 18.3 |
Subject to the provisions of the Statute, the provisions of the Articles as regards the matters
to be dealt with by Ordinary Resolution, Article 29.4, Article 47.1 and Article 47.2, the Company may by Special Resolution:
|
|
(b) |
alter or add to the Articles;
|
|
(c) |
alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and
|
|
(d) |
reduce its share capital or any capital redemption reserve fund.
|
| 19. |
OFFICES AND PLACE OF BUSINESS
|
Subject to the provisions of the Statute, the Company may by
resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.
| 20.1 |
All general meetings other than annual general meetings shall be called extraordinary general meetings.
|
| 20.2 |
The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold
a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings the report
of the Directors (if any) shall be presented.
|
| 20.3 |
The Directors, the chief executive officer or the chairman of the board of Directors may call
general meetings, and, for the avoidance of doubt, Members shall not have the ability to call general meetings.
|
| 20.4 |
Members seeking to bring business before the annual general meeting or to nominate candidates for
appointment as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not less than 120 calendar days before the date of the Company’s proxy statement released to Members in connection
with the previous year’s annual general meeting or, if the Company did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of
the previous year’s annual general meeting, then the deadline shall be set by the board of Directors with such deadline being a reasonable time before the Company begins to print and send its related proxy materials.
|
| 21. |
NOTICE OF GENERAL MEETINGS
|
| 21.1 |
At least five clear days’ notice shall be given of any general meeting. Every notice shall
specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed
by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with,
be deemed to have been duly convened if it is so agreed:
|
|
(a) |
in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
|
|
(b) |
in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than ninety-five
per cent in par value of the Shares giving that right.
|
| 21.2 |
The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate
the proceedings of that general meeting.
|
| 22. |
PROCEEDINGS AT GENERAL MEETINGS
|
| 22.1 |
No business shall be transacted at any general meeting unless a quorum is present. The holders of
a majority of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.
|
| 22.2 |
A person may participate at a general meeting by conference telephone or other communications
equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.
|
| 22.3 |
A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by
or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be
as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.
|
| 22.4 |
If a quorum is not present within half an hour from the time appointed for the meeting to
commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present
within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum.
|
| 22.5 |
The Directors may, at any time prior to the time appointed for the meeting to commence, appoint
any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such
chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.
|
| 22.6 |
If no Director is willing to act as chairman or if no Director is present within fifteen minutes
after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting.
|
| 22.7 |
The chairman may, with the consent of a meeting at which a quorum is present (and shall if so
directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took
place.
|
| 22.8 |
When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.
|
| 22.9 |
If, prior to a Business Combination, a notice is issued in respect of a general meeting and the
Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may
postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed
meeting other than the business specified in the notice of the original meeting.
|
| 22.10 |
When a general meeting is postponed for thirty days or more, notice of the postponed meeting
shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed
meeting. The Directors may postpone a general meeting which has already been postponed.
|
| 22.11 |
A resolution put to the vote of the meeting shall be decided on a poll.
|
| 22.12 |
A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be
the resolution of the general meeting at which the poll was demanded.
|
| 22.13 |
A poll demanded on the election of a chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may
proceed pending the taking of the poll.
|
| 22.14 |
In the case of an equality of votes the chairman shall be entitled to a second or casting vote.
|
| 23.1 |
Subject to any rights or restrictions attached to any Shares, including as set out at Article
29.4, Article 47.1 and Article 47.2, every Member present in any such manner shall have one vote for every Share of which he is the holder.
|
| 23.2 |
In the case of joint holders the vote of the senior holder who tenders a vote, whether in person
or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the
order in which the names of the holders stand in the Register of Members.
|
| 23.3 |
A Member of unsound mind, or in respect of whom an order has been made by any court, having
jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or other person on such Member's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.
|
| 23.4 |
No person shall be entitled to vote at any general meeting unless he is registered as a Member on
the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.
|
| 23.5 |
No objection shall be raised as to the qualification of any voter except at the general meeting
or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman
whose decision shall be final and conclusive.
|
| 23.6 |
Votes may be cast either personally or by proxy (or in the case of a corporation or other
non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the
instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.
|
| 23.7 |
A Member holding more than one Share need not cast the votes in respect of his Shares in the same
way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a
proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of
which he is appointed.
|
| 24.1 |
The instrument appointing a proxy shall be in writing and shall be executed under the hand of the
appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non-natural person, under the hand of its duly authorised representative. A proxy need not be a Member.
|
| 24.2 |
The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument
of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting
to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent
out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the
instrument proposes to vote.
|
| 24.3 |
The chairman may in any event at his discretion declare that an instrument of proxy shall be
deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid.
|
| 24.4 |
The instrument appointing a proxy may be in any usual or common form (or such other form as the
Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding
a poll.
|
| 24.5 |
Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding
the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death,
insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.
|
| 25.1 |
Any corporation or other non-natural person which is a Member may in accordance with its
constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of
Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.
|
| 25.2 |
If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such
persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such
representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on
behalf of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held by the Clearing House (or its nominee(s)).
|
| 26. |
SHARES THAT MAY NOT BE VOTED
|
Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be
counted in determining the total number of outstanding Shares at any given time.
| 27.1 |
There shall be a board of Directors consisting of not less than one person provided however that
the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.
|
| 27.2 |
The Directors shall be divided into three classes: Class I, Class II and Class III. The number of
Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand
elected for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand elected for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand elected for a
term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors elected to succeed those Directors whose terms expire shall be
elected for a term of office to expire at the third succeeding annual general meeting after their election. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary
general meetings called for the election of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled
vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All
Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A Director elected to fill a vacancy resulting from the death, resignation or removal of
a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.
|
| 28.1 |
Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions
given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of
the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
|
| 28.2 |
All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable
instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.
|
| 28.3 |
The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement
to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or
allowance.
|
| 28.4 |
The Directors may exercise all the powers of the Company to borrow money and to mortgage or
charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt,
liability or obligation of the Company or of any third party.
|
| 29. |
APPOINTMENT AND REMOVAL OF DIRECTORS
|
| 29.1 |
Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the
holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class B Shares remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination, holders of
Class A Shares shall have no right to vote on the appointment or removal of any Director.
|
| 29.2 |
The Directors may appoint any person to be a Director, either to fill a vacancy or as an
additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.
|
| 29.3 |
After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any
Director.
|
| 29.4 |
Prior to the closing a Business Combination, Article 29.1 may only be amended by a Special Resolution which shall include the affirmative vote of a simple
majority of the Class B Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given,
or by way of unanimous written resolution.
|
| 30. |
VACATION OF OFFICE OF DIRECTOR
|
The office of a Director shall be vacated if:
|
(a) |
the Director gives notice in writing to the Company that he resigns the office of Director;
|
|
(b) |
the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of Directors without special leave of
absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office;
|
|
(c) |
the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally;
|
|
(d) |
the Director is found to be or becomes of unsound mind ; or
|
|
(e) |
all of the other Directors (being not less than two in number) determine that he should be removed as a Director, either by a resolution passed by all of the other Directors at a
meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors.
|
| 31. |
PROCEEDINGS OF DIRECTORS
|
| 31.1 |
The quorum for the transaction of the business of the Directors may be fixed by the Directors,
and unless so fixed shall be a majority of the Directors then in office.
|
| 31.2 |
Subject to the provisions of the Articles, the Directors may regulate their proceedings as they
think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.
|
| 31.3 |
A person may participate in a meeting of the Directors or any committee of Directors by
conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as
presence in person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting.
|
| 31.4 |
A resolution in writing (in one or more counterparts) signed by all the Directors or all the
members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such
resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.
|
| 31.5 |
A Director may, or other Officer on the direction of a Director shall, call a meeting of the
Directors by at least two days' notice in writing to every Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is
held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.
|
| 31.6 |
The continuing Directors (or a sole continuing Director, as the case may be) may act
notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose
of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
|
| 31.7 |
The Directors may elect a chairman of their board and determine the period for which he is to
hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman
of the meeting.
|
| 31.8 |
All acts done by any meeting of the Directors or of a committee of the Directors shall,
notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid
as if every such person had been duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.
|
| 31.9 |
A Director may be represented at any meetings of the board of Directors by a proxy appointed in
writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.
|
| 32. |
PRESUMPTION OF ASSENT
|
A Director who is present at a meeting of the board of
Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the
person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favour of such action.
| 33.1 |
A Director may hold any other office or place of profit under the Company (other than the office
of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
|
| 33.2 |
A Director may act by himself or by, through or on behalf of his firm in a professional capacity
for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
|
| 33.3 |
A Director may be or become a director or other officer of or otherwise interested in any company
promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a
director or officer of, or from his interest in, such other company.
|
| 33.4 |
No person shall be disqualified from the office of Director or prevented by such office from
contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be
liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director
holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any
such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.
|
| 33.5 |
A general notice that a Director is a shareholder, director, officer or employee of any specified
firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest,
and after such general notice it shall not be necessary to give special notice relating to any particular transaction.
|
The Directors shall cause minutes to be made in books kept for
the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the
Directors present at each meeting.
| 35. |
DELEGATION OF DIRECTORS' POWERS
|
| 35.1 |
The Directors may delegate any of their powers, authorities and discretions, including the power
to sub-delegate, to any committee consisting of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating Committee). Any such delegation may be made subject to any conditions
the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors
shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
|
| 35.2 |
The Directors may establish any committees, local boards or agencies or appoint any person to be
a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and
either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be
governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
|
| 35.3 |
The Directors may adopt formal written charters for committees and, if so adopted, shall review
and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers
as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under
Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating Committee, if established, shall consist of such number of Directors as the Directors shall from time to time determine (or such minimum number as
may be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any
class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating Committee shall be made up of such number of Independent Directors as is required from time to time by the rules
and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law.
|
| 35.4 |
The Directors may by power of attorney or otherwise appoint any person to be the agent of the
Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.
|
| 35.5 |
The Directors may by power of attorney or otherwise appoint any company, firm, person or body of
persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable
by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons
dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.
|
| 35.6 |
The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions
as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate his office at any time if
he gives notice in writing to the Company that he resigns his office.
|
| 36. |
NO MINIMUM SHAREHOLDING
|
The Company in general meeting may fix a minimum shareholding
required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.
| 37. |
REMUNERATION OF DIRECTORS
|
| 37.1 |
The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors
shall determine, provided that no cash remuneration shall be paid to any Director by the Company prior to the consummation of a Business Combination. The Directors shall also, whether prior to or after the consummation of a Business
Combination, be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate
meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as
may be determined by the Directors, or a combination partly of one such method and partly the other.
|
| 37.2 |
The Directors may by resolution approve additional remuneration to any Director for any services
which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in
addition to his remuneration as a Director.
|
| 38.1 |
The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the
authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some Officer or other
person appointed by the Directors for the purpose.
|
| 38.2 |
The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal
or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.
|
| 38.3 |
A Director or Officer, representative or attorney of the Company may without further authority of
the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
|
| 39. |
DIVIDENDS, DISTRIBUTIONS AND RESERVES
|
| 39.1 |
Subject to the Statute and this Article and except as otherwise provided by the rights attached
to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall
be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be
paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.
|
| 39.2 |
Except as otherwise provided by the rights attached to any Shares, all Dividends and other
distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
|
| 39.3 |
The Directors may deduct from any Dividend or other distribution payable to any Member all sums
of money (if any) then payable by him to the Company on account of calls or otherwise.
|
| 39.4 |
The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the
distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such
distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments
shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.
|
| 39.5 |
Except as otherwise provided by the rights attached to any Shares, Dividends and other
distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.
|
| 39.6 |
The Directors may, before resolving to pay any Dividend or other distribution, set aside such
sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the
business of the Company.
|
| 39.7 |
Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares
may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the
Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint
holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.
|
| 39.8 |
No Dividend or other distribution shall bear interest against the Company.
|
| 39.9 |
Any Dividend or other distribution which cannot be paid to a Member and/or which remains
unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be
constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on
which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.
|
The Directors may at any time capitalise any sum standing to
the credit of any of the Company's reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution;
appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying
up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full
power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members
concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such
authority shall be effective and binding on all such Members and the Company.
| 41.1 |
The Directors shall cause proper books of account (including, where applicable, material
underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases
of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there
are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.
|
| 41.2 |
The Directors shall determine whether and to what extent and at what times and places and under
what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book
or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.
|
| 41.3 |
The Directors may cause to be prepared and to be laid before the Company in general meeting
profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
|
| 42.1 |
The Directors may appoint an Auditor of the Company who shall hold office on such terms as the
Directors determine.
|
| 42.2 |
Without prejudice to the freedom of the Directors to establish any other committee, if the Shares
(or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
regulatory authority or otherwise under Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and assess the
adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission
and/or any other competent regulatory authority or otherwise under Applicable Law.
|
| 42.3 |
If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock
Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.
|
| 42.4 |
The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
|
| 42.5 |
If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability
at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.
|
| 42.6 |
Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require
from the Directors and Officers such information and explanation as may be necessary for the performance of the duties of the Auditor.
|
| 42.7 |
Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting
following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is
registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.
|
| 43.1 |
Notices shall be in writing and may be given by the Company to any Member either personally or by
sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Notice may also be
served by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or by placing it on the Company’s
Website.
|
| 43.2 |
Where a notice is sent by:
|
|
(a) |
courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the
third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier;
|
|
(b) |
post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to
have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted;
|
|
(c) |
cable, telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been
received on the same day that it was transmitted;
|
|
(d) |
e-mail or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the
intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient; and
|
|
(e) |
placing it on the Company’s Website; service of the notice shall be deemed to have been effected one hour after the notice or document was placed on the
Company’s Website.
|
| 43.3 |
A notice may be given by the Company to the person or persons which the Company has been advised
are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of
representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner
in which the same might have been given if the death or bankruptcy had not occurred.
|
| 43.4 |
Notice of every general meeting shall be given in any manner authorised by the Articles to every
holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members
and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice
of the meeting, and no other person shall be entitled to receive notices of general meetings.
|
| 44.1 |
If the Company shall be wound up, the liquidator shall apply the assets of the Company in
satisfaction of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:
|
|
(a) |
if the assets available for distribution amongst the Members shall be insufficient to repay the
whole of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or
|
|
(b) |
if the assets available for distribution amongst the Members shall be more than sufficient to
repay the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding
up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
|
| 44.2 |
If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval
required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how
the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the
liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.
|
| 45. |
INDEMNITY AND INSURANCE
|
| 45.1 |
Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the
Company), together with every former Director and former Officer (each an "Indemnified Person") shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a
result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default. No Indemnified Person shall be liable to the
Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such
Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.
|
| 45.2 |
The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs
and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder,
the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification
pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not
be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.
|
| 45.3 |
The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of
any Director or Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation
to the Company.
|
Unless the Directors otherwise prescribe, the financial year
of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.
| 47. |
TRANSFER BY WAY OF CONTINUATION
|
| 47.1 |
If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the
Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. For the
purposes of a Special Resolution to be passed pursuant to this Article, a holder of Class B Shares shall have ten votes for every Class B Share of which he is the holder and a holder of Class A Shares shall have one vote for every Class A
Share of which he is the holder.
|
| 47.2 |
Prior to the closing a Business Combination, Article 47.1 may only be amended by a Special Resolution which shall include the affirmative vote of a simple
majority of the Class B Shares.
|
| 48. |
MERGERS AND CONSOLIDATIONS
|
The Company shall have the power to merge or consolidate with
one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.
| 49.1 |
Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon
the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article
shall prevail.
|
| 49.2 |
Prior to the consummation of a Business Combination, the Company shall either:
|
|
(a) |
submit such Business Combination to its Members for approval; or
|
|
(b) |
provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account ((net of taxes paid or payable, if any), divided
by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.
|
| 49.3 |
If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business
Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination
and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with
a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
|
| 49.4 |
At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary
Resolution, the Company shall be authorised to consummate such Business Combination.
|
| 49.5 |
Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have
their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the "IPO Redemption");
provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or
disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on
whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member,
regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued
Public Shares (such redemption price being referred to herein as the "Redemption Price"), but only in the event that the applicable proposed Business Combination is approved and consummated.
|
| 49.6 |
A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of
such redemption request (which they may do in whole or in part).
|
| 49.7 |
In the event that the Company does not consummate a Business Combination by November 12, 2024, or such later time as the Members may approve in accordance with the Articles (the "Business Combination Longstop Date"), the Company shall:
|
|
(a) |
cease all operations except for the purpose of winding up;
|
|
(b) |
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution
expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions, if any); and
|
|
(c) |
as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and
dissolve,
|
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of
Applicable Law.
| 49.8 |
In the event that any amendment is made to this Article:
|
|
(a) |
to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company
does not consummate a Business Combination on or before the Business Combination Longstop Date; or
|
|
(b) |
with respect to any other provision relating to Members’ rights or pre-Business Combination activity,
|
each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to
redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.
| 49.9 |
A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by
means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
|
| 49.10 |
After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities
that would entitle the holders thereof to:
|
|
(a) |
receive funds from the Trust Account; or
|
|
(b) |
vote as a class with Public Shares on a Business Combination.
|
| 49.11 |
A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business
Combination. Such Director must disclose such interest or conflict to the other Directors.
|
| 49.12 |
As long as the securities of the Company are listed on the NASDAQ Stock Market, the Company must complete one or more Business Combinations having an aggregate
fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company's management for taxes and excluding the amount of deferred underwriting discounts held in the Trust
Account) at the time of the Company's signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations.
|
| 49.13 |
The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event
the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent
investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory
Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
|
| 50. |
BUSINESS OPPORTUNITIES
|
| 50.1 |
To the fullest extent permitted by Applicable Law, no individual serving as a Director or an
Officer ("Management") shall have any
duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law,
the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for Management, on the one hand, and the
Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not
be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself,
directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company.
|
| 50.2 |
Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to
participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge.
|
| 50.3 |
To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its
Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of
this Article apply equally to activities conducted in the future and that have been conducted in the past.
|
v3.24.0.1
Document and Entity Information
|
Feb. 08, 2024 |
| Entity Listings [Line Items] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Feb. 08, 2024
|
| Current Fiscal Year End Date |
--12-31
|
| Entity File Number |
001-41041
|
| Entity Registrant Name |
DP Cap Acquisition Corp I
|
| Entity Central Index Key |
0001857803
|
| Entity Incorporation, State or Country Code |
E9
|
| Entity Tax Identification Number |
00-0000000
|
| Entity Address, Address Line One |
341 Newbury Street
|
| Entity Address, Address Line Two |
6th Floor
|
| Entity Address, City or Town |
Boston
|
| Entity Address, State or Province |
MA
|
| Entity Address, Postal Zip Code |
02115
|
| City Area Code |
617
|
| Local Phone Number |
874-5152
|
| Entity Emerging Growth Company |
true
|
| Entity Ex Transition Period |
false
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Common Class A [Member] |
|
| Entity Listings [Line Items] |
|
| Title of 12(b) Security |
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant
|
| Trading Symbol |
DPCSU
|
| Security Exchange Name |
NASDAQ
|
| Class A ordinary shares, par value $0.0001 per share [Member] |
|
| Entity Listings [Line Items] |
|
| Title of 12(b) Security |
Class A ordinary shares, par value $0.0001 per share
|
| Trading Symbol |
DPCS
|
| Security Exchange Name |
NASDAQ
|
| Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share [Member] |
|
| Entity Listings [Line Items] |
|
| Title of 12(b) Security |
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
|
| Trading Symbol |
DPCSW
|
| Security Exchange Name |
NASDAQ
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DP Cap Acquisition Corpo... (NASDAQ:DPCSU)
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From Oct 2024 to Nov 2024
DP Cap Acquisition Corpo... (NASDAQ:DPCSU)
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From Nov 2023 to Nov 2024
