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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
September 13, 2023
Plum Acquisition Corp. I
(Exact Name of Registrant as
Specified in Its Charter)
Cayman Islands |
|
001-40218 |
|
98-1577353 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
201 Fillmore St. #2089
San Francisco, CA |
|
94115 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(415) 683-6773 |
(Registrant’s Telephone Number, Including Area Code) |
|
|
|
|
|
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange On Which Registered |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant |
|
PLMIU |
|
The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the Units |
|
PLMI |
|
The Nasdaq Stock Market LLC |
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
PLMIW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
As approved by its stockholders at the extraordinary general meeting (the
“EGM”), Plum Acquisition Corp. I (the “Company”) filed an Amended and Restated Memorandum and Articles
of Association (the “A&R Charter”) on October 25, 2023, which (i) extended the date by which the Company has to
consummate a business combination to December 18, 2023 and (ii) allowed the Company, without another shareholder vote, to elect to extend
the Termination Date (as defined in the Proxy Statement) to consummate a business combination on a monthly basis for up to six times by
an additional one month each time after December 18, 2023 (or such shorter period as necessary to comply with applicable listing requirements),
by resolution of the Company’s board of directors, if requested by Plum Partners, LLC, and upon five days advance notice prior to
the applicable termination date, until June 18, 2024, or a total of up to nine months after September 18, 2023, unless the closing of
a business combination shall have occurred prior thereto.
The foregoing description is qualified in its entirety by reference to
the A&R Charter, a copy of which is attached as Exhibit 3.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
As of August 10, 2023, the record date for the EGM, there were 13,853,218
ordinary shares of the Company outstanding and entitled to vote. At the EGM, 12,615,848 ordinary shares were represented by proxy or in
person, representing 91.07% of the total outstanding ordinary shares as of the record date, and constituting a quorum for the transaction
of business.
At the EGM on September 13, 2023, the Company’s shareholders
approved the Extension Amendment Proposal. The voting results were as follows:
1. The Extension Amendment
Proposal
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
11,962,598 |
|
653,250 |
|
0 |
|
0 |
Item
8.01 Other Events
An aggregate of 1,972,625 Class A ordinary shares of the Company were
tendered for redemption in connection with the shareholders’ vote at the EGM.
On September 15, 2023, the Company made a deposit of $135,000 (the
“Extension Payment”) to the trust account and extended the period of time the Company has to consummate an initial
business combination from September 18, 2023 to November 18, 2023. Following the deposit of the Extension Payment, the amount of funds
remaining in the trust account was approximately $56.1 million, before taking into account the withdrawal of funds from the trust account
for redemption of the Company’s public shares in connection with the shareholders’ vote at the EGM.
Item 9.01 Financial Statements and Exhibits
Exhibits
(d)
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.
|
PLUM ACQUISITION CORP. I |
|
|
|
By: |
/s/ Kanishka
Roy |
|
|
Kanishka Roy |
|
|
Co-Chief Executive Officer and President |
Date: October 31, 2023
3
Exhibit 3.1
THE COMPANIES ACT (AS
REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SECOND
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
PLUM
ACQUISITION CORP. I
(ADOPTED
BY SPECIAL RESOLUTION DATED 13 SEPTEMBER 2023 AND EFFECTIVE ON 13
SEPTEMBER 2023)
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![](https://www.sec.gov/Archives/edgar/data/1840317/000121390023081641/ex3-1_001.jpg) |
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Filed:
25-Oct-2023 15:26 EST |
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www.verify.gov.ky
File#: 370077 |
Auth
Code: A87411990879 |
THE COMPANIES ACT (AS
REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SECOND
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
PLUM
ACQUISITION CORP. I
(ADOPTED
BY SPECIAL RESOLUTION DATED 13 SEPTEMBER 2023 AND EFFECTIVE ON 13
SEPTEMBER 2023)
1 | The
name of the Company is Plum Acquisition Corp. I |
2 | The
Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman)
Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands
or at such other place within the Cayman Islands as the Directors may decide. |
3 | The
objects for which the Company is established are unrestricted and the Company shall have
full power and authority to carry out any object not prohibited by the laws of the Cayman
Islands. |
4 | The
liability of each Member is limited to the amount unpaid on such Member’s shares. |
5 | The
share capital of the Company is US$55,100 divided into 500,000,000 Class A ordinary shares
of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001
each and 1,000,000 preference shares of a par value of US$0.0001 each. |
6 | The
Company has power to register by way of continuation as a body corporate limited by shares
under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the
Cayman Islands. |
7 | Capitalised
terms that are not defined in this Amended and Restated Memorandum of Association bear the
respective meanings given to them in the Amended and Restated Articles of Association of
the Company. |
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Filed:
25-Oct-2023 15:26 EST |
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www.verify.gov.ky
File#: 370077 |
Auth
Code: A87411990879 |
THE
COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SECOND
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
PLUM
ACQUISITION CORP. I
(ADOPTED
BY SPECIAL RESOLUTION DATED 13 SEPTEMBER 2023 AND EFFECTIVE ON 13
SEPTEMBER 2023)
1.1 | 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: |
| “Affiliate” | 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. |
|
“Applicable Law” |
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” |
means these amended and restated articles of association of the Company. |
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|
“Audit Committee” |
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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Auth
Code: A87411990879 |
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“Auditor” |
means the person for the time being performing the duties of auditor of the Company (if any). |
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|
“Business Combination” |
means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business
combination involving the Company, with one or more businesses or entities (the “target business”), which Business
Combination: (a) as long as the securities of the Company are listed on the Nasdaq Capital Market, 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 signing of
the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque
company or a similar company with nominal operations. |
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“business day” |
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. |
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“Clearing House” |
means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. |
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“Class A Share” |
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” |
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” |
means the above named company. |
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“Company’s Website” |
means the website of the Company and/or
its web-address or domain name (if any). |
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“Compensation Committee” |
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” |
means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Capital Market. |
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“Directors” |
means the directors for the time being of the Company. |
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![](https://www.sec.gov/Archives/edgar/data/1840317/000121390023081641/ex3-1_001.jpg) |
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Code: A87411990879 |
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“Dividend” |
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. |
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“Electronic Communication” |
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. |
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“Electronic Record” |
has the same meaning as in the Electronic Transactions Act. |
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“Electronic Transactions Act” |
means the Electronic Transactions Act (2003 Revision) of the Cayman Islands. |
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“Equity-linked Securities” |
means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. |
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“Exchange Act” |
means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. |
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“Founders” |
means all Members immediately prior to the consummation of the IPO. |
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“Independent Director” |
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” |
means the Company’s initial public offering of securities. |
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“Member” |
has the same meaning as in the Statute. |
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“Memorandum” |
means the amended and restated memorandum of association of the Company. |
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“Nominating Committee” |
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” |
means a person appointed to hold an office in the Company. |
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“Ordinary Resolution” |
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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Filed:
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Code: A87411990879 |
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“Over-Allotment Option” |
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” |
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” |
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” |
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” |
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” |
means the registered office for the time being of the Company. |
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“Representative” |
means a representative of the Underwriters. |
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“Seal” |
means the common seal of the Company and includes every duplicate seal. |
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“Securities and Exchange Commission” |
means the United States Securities and Exchange Commission. |
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“Share” |
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” |
subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution. |
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“Sponsor” |
means Plum Financial LLC, a Delaware limited liability company, and its successors or assigns. |
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“Statute” |
means the Companies Act (As Revised) of the Cayman Islands. |
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“Tax Filing Authorised Person” |
means such person as any Director shall designate from time to time, acting severally. |
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Filed:
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File#: 370077 |
Auth
Code: A87411990879 |
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“Treasury Share” |
means a Share held in the name of the Company as a treasury share in accordance with the Statute. |
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“Trust Account” |
means the trust account established by the Company upon the consummation of the 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” |
means an underwriter of the IPO from time to time and any successor underwriter. |
| (a) | words
importing the singular number include the plural number and vice versa; |
| (b) | words
importing persons include corporations as well as any other legal or natural person; |
| (c) | “written”
and “in writing” include all modes of representing or reproducing words in visible
form, including in the form of an Electronic Record; |
| (d) | “shall”
shall be construed as imperative and “may” shall be construed as permissive; |
| (e) | references
to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced; |
| (f) | 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; |
| (g) | 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); |
| (h) | headings
are inserted for reference only and shall be ignored in construing the Articles; |
| (i) | any
requirements as to delivery under the Articles include delivery in the form of an Electronic
Record; |
| (j) | any
requirements as to execution or signature under the Articles including the execution of the
Articles themselves can be satisfied in the form of an electronic signature as defined in
the Electronic Transactions Act; |
| (k) | sections
8 and 19(3) of the Electronic Transactions Act shall not apply; |
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Filed:
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File#: 370077 |
Auth
Code: A87411990879 |
| (l) | 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 |
| (m) | 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. |
2 | Commencement
of Business |
2.1 | The
business of the Company may be commenced as soon after incorporation of the Company as the
Directors shall see fit. |
2.2 | The
Directors may pay, out of the capital or any other monies of the Company, all expenses incurred
in or about the formation and establishment of the Company, including the expenses of registration. |
3 | Issue
of Shares and other Securities |
3.1 | Subject
to the provisions, if any, in the Memorandum (and to any direction that may be given by the
Company in general meeting) and, where applicable, the rules and regulations of the Designated
Stock Exchange, the 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 Ordinary Share Conversion set out in the Articles. |
3.2 | The
Company may issue rights, options, warrants or convertible securities or securities of similar
nature conferring the right upon the holders thereof to subscribe for, purchase or receive
any class of Shares or other securities in the Company on such terms as the Directors may
from time to time determine. |
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. The securities comprising any such units which are issued
pursuant to the IPO can only be traded separately from one another on the 52nd day following
the date of the prospectus relating to the IPO unless the Representative(s) determines that
an earlier date is acceptable, subject to the Company having filed a current report on Form
8-K with the Securities and Exchange Commission and a press release announcing when such
separate trading will begin. Prior to such date, the units can be traded, but the securities
comprising such units cannot be traded separately from one another. |
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Auth
Code: A87411990879 |
3.4 | The
Company shall not issue Shares to bearer. |
4.1 | The
Company shall maintain or cause to be maintained the Register of Members in accordance with
the Statute. |
4.2 | The
Directors may determine that the Company shall maintain one or more branch registers of Members
in accordance with the Statute. The Directors may also determine which register of Members
shall constitute the principal register and which shall constitute the branch register or
registers, and to vary such determination from time to time. |
5 | Closing
Register of Members or Fixing Record Date |
5.1 | For
the purpose of determining Members entitled to notice of, or to vote at any meeting of Members
or any adjournment thereof, or Members entitled to receive payment of any Dividend or other
distribution, or in order to make a determination of Members for any other purpose, the Directors
may, 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. |
5.2 | In
lieu of, or apart from, closing the Register of Members, the Directors may fix in advance
or arrears a date as the record date for any such determination of Members entitled to notice
of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose
of determining the Members entitled to receive payment of any Dividend or other distribution,
or in order to make a determination of Members for any other purpose. |
5.3 | If
the Register of Members is not so closed and no record date is fixed for the determination
of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled
to receive payment of a Dividend or other distribution, the date on which notice of the meeting
is sent or the date on which the resolution of the Directors resolving to pay such Dividend
or other distribution is passed, as the case may be, shall be the record date for such determination
of Members. When a determination of Members entitled to vote at any meeting of Members has
been made as provided in this Article, such determination shall apply to any adjournment
thereof. |
6.1 | 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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Filed:
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File#: 370077 |
Auth
Code: A87411990879 |
6.2 | The
Company shall not be bound to issue more than one certificate for Shares held jointly by
more than one person and delivery of a certificate to one joint holder shall be a sufficient
delivery to all of them. |
6.3 | If
a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms
(if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred
by the Company in investigating evidence, as the Directors may prescribe, and (in the case
of defacement or wearing out) upon delivery of the old certificate. |
6.4 | Every
share certificate sent in accordance with the Articles will be sent at the risk of the Member
or other person entitled to the certificate. The Company will not be responsible for any
share certificate lost or delayed in the course of delivery. |
6.5 | Share
certificates shall be issued within the relevant time limit as prescribed by the Statute,
if applicable, or as the rules and regulations of the Designated Stock Exchange, the 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. |
7.1 | Subject
to the terms of the Articles, any Member may transfer all or any of their 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, warrants or units 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 right,
option, warrant or unit. |
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. |
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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
on a pro-rata basis to the extent that the Over-Allotment Option is not exercised in full so that the Founders will own 20 per cent of
the Company’s issued Shares after the IPO (exclusive of any securities purchased 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. |
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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 their 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 their 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. |
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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 their nominee
shall be registered as the holder of the Shares comprised in any such transfer, and they shall not be bound to see to the application
of the purchase money, nor shall their 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 them 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. |
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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 them, 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 them to the Company in respect of those Shares together
with interest at such rate as the Directors may determine, but their liability shall cease if and when the Company shall have received
payment in full of all monies due and payable by them 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 their 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. |
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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. |
16.1 | If a Member dies, the survivor or survivors (where they were a joint holder), or
their legal personal representatives (where they were a sole holder), shall be the only persons recognised by the Company as having any
title to their Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which they
were 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 them to the Company, either to become the holder of such Share or to have some
person nominated by them registered as the holder of such Share. If they elect to have another person registered as the holder of such
Share they 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 their 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 they would be entitled if they were the holder of such Share. However, they 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 them self or to
have some person nominated by them 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 their 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. |
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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; or (b) concurrently with or immediately following the consummation
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 consummation of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares
at the time of the consummation 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, its Affiliates, a Director or an Officer upon conversion of working capital 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 subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by 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. |
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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 and Article 29.4, 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. |
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19 | Offices and Places 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 chairperson 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. |
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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 chairperson of a general meeting of the Company or, if the Directors do not make any such appointment, the
chairperson, if any, of the board of Directors shall preside as chairperson at such general meeting. If there is no such chairperson,
or if they 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 chairperson of the meeting. |
22.6 | If no Director is willing to act as chairperson 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 chairperson
of the meeting. |
22.7 | The chairperson 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. |
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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 chairperson 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 chairperson 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 chairperson 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 chairperson 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, every Member present in any such manner shall have one vote for every Share of which they are 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 their 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 they are registered
as a Member on the record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been
paid. |
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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 chairperson 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 their
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 them, a proxy appointed
under one or more instruments may vote a Share or some or all of the Shares in respect of which they are 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 they are appointed. |
24.1 | The instrument appointing a proxy shall be in writing and shall be executed under
the hand of the appointor or of their 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 chairperson may in any event at their 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 chairperson, 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. |
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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 they represent 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 | 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 appointed for a term expiring at the Company’s
first annual general meeting, the Class II Directors shall stand appointed for a term expiring
at the Company’s second annual general meeting and the Class III Directors shall stand
appointed 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 appointed to succeed those Directors whose terms expire shall be appointed for
a term of office to expire at the third succeeding annual general meeting after their appointment.
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 appointment 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 appointed and qualified. A Director appointed
to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the
Director whose death, resignation or removal shall have created such vacancy and until their successor shall have been appointed and
qualified.
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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 their 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 consummation 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 consummation 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. |
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29.3 | After
the consummation of a Business Combination, the Company may by Ordinary Resolution appoint
any person to be a Director or may by Ordinary Resolution remove any Director. |
29.4 | Prior
to the closing of a Business Combination, Article 29.1 may only be amended by a Special Resolution
passed by at least two-thirds of such Members (which shall include a simple majority of the
holders of 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 they resign the office of Director;
or |
| (b) | the
Director absents them self (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 they have by reason of such
absence vacated office; or |
| (c) | the
Director dies, becomes bankrupt or makes any arrangement or composition with their creditors
generally; or |
| (d) | the
Director is found to be or becomes of unsound mind; or |
| (e) | all
of the other Directors (being not less than two in number) determine that they 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 chairperson 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
chairperson is located at the start of the meeting. |
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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 chairperson of their board and determine the period for which they
are to hold office; but if no such chairperson is elected, or if at any meeting the chairperson
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 chairperson 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 them. 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. |
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 their dissent shall be entered in the minutes of the meeting or unless they shall file their written
dissent from such action with the person acting as the chairperson 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 their office of Director for such period and on such terms
as to remuneration and otherwise as the Directors may determine. |
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33.2 | A
Director may act by them self or by, through or on behalf of their firm in a professional
capacity for the Company and they or their firm shall be entitled to remuneration for professional
services as if they 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 them as a director or officer of, or from their 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 they are interested
provided that the nature of the interest of any Director in any such contract or transaction
shall be disclosed by them 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 they have 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. |
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35.3 | The
Directors may adopt formal written charters for committees. 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 them. |
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 their appointment
an Officer may be removed by resolution of the Directors or Members. An Officer may vacate
their office at any time if they give notice in writing to the Company that they resign their
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.
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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 their 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 their 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 their signature alone to any document of the Company
required to be authenticated by them under seal or to be filed with the Registrar of Companies
in the Cayman Islands or elsewhere wheresoever. |
39 | Dividends,
Distributions and Reserve |
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. |
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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 them 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. |
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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. |
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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. The Audit Committee shall meet at
least once every financial quarter, or more frequently as circumstances dictate. |
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 their
becoming incapable of acting by reason of illness or other disability at a time when their
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. |
42.8 | Any
payment made to members of the Audit Committee (if one exists) shall require the review and
approval of the Directors, with any Director interested in such payment abstaining from such
review and approval. |
42.9 | The
Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance
is identified, the Audit Committee shall be charged with the responsibility to take all action
necessary to rectify such non-compliance or otherwise cause compliance with the terms of
the IPO. |
42.10 | At
least one member of the Audit Committee shall be an “audit committee financial expert”
as determined 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 “audit committee financial expert” shall have such past employment
experience in finance or accounting, requisite professional certification in accounting,
or any other comparable experience or background which results in the individual’s
financial sophistication. |
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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 them or to their 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 their being a legal personal representative or
a trustee in bankruptcy of a Member
where the Member but for their 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. |
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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. |
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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 |
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.
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 |
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| (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 the initially scheduled 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 their or any other person with
whom they are 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
they are 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). |
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49.7 | In
the event that the Company does not consummate a Business Combination upon the date which
is the later of (i) 18 December 2023 (or 18 March 2024, if applicable under the provisions
of this Article
49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred
to as the “Termination Date”), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem 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 the 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 (iii) 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. |
Notwithstanding
the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within
twenty-seven months from the closing of the IPO, the Company may, without another vote of the Members, elect to extend the date to consummate
the Business Combination on a monthly basis for up to nine times by an additional one month each time after the twenty-seventh month
from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance
notice prior to the applicable Termination Date, until thirty-nine months from the closing of the IPO, provided that the Sponsor (or
one or more of its Affiliates, members or third-party designees) (the “Lender”) will deposit into the Trust Account for each
such monthly extension, the lesser of (i) US$45,000 or (ii) US$0.0225 for each Public Share that is then outstanding, for an aggregate
deposit of up to US$135,000 or US$0.0675 for each Public Share that is then outstanding (if all nine additional monthly extensions are
exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes
a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion
or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the private placement warrants
issued to the Sponsor at the time of the IPO. If the Company does not complete a Business Combination by the applicable Termination Date,
such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
49.8 | In
the event that any amendment is made to the Articles: |
| (a) | to
modify the substance or timing of the Company’s obligation to allow redemption in connection
with a Business Combination or to redeem 100 per cent of the Public Shares if the Company
does not consummate a Business Combination within thirty-three months (or up to thirty-nine
months, if applicable under the provisions of Article 49.7) from the consummation of the
IPO; or |
| (b) | with
respect to any other provision relating to the rights of holders of the Class A Shares, |
| | |
| each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. |
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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 the Public Shares: (i) on the Company’s initial Business Combination
or on any other proposal presented to Members prior to or in connection with the completion
of an initial Business Combination; or (ii) to approve an amendment to the Memorandum or
the Articles to (x) extend the time the Company has to consummate a business combination
beyond 24 months from the closing of the IPO or (y) amend this Article 49.10. |
49.11 | The
uninterested Independent Directors shall approve any transaction or transactions between
the Company and any of the following parties: |
| (a) | any
Member owning an interest in the voting power of the Company that gives such Member a significant
influence over the Company; and |
| (b) | any
Director or Officer and any Affiliate of such Director or Officer. |
49.12 | A
Director may vote in respect of a Business Combination in which such Director has a conflict
of interest with respect to the evaluation of such Business Combination. Such Director must
disclose such interest or conflict to the other Directors. |
49.13 | As
long as the securities of the Company are listed on the Nasdaq Capital 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 (excluding the deferred underwriting
commissions and taxes payable on the income earned on 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 solely with another blank cheque company or a similar
company with nominal operations. |
49.14 | 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 such a Business Combination is fair to the Company from a financial point of view. |
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Each
Tax Filing Authorised Person and any such other person, acting alone, as any Director shall designate from time to time, are authorised
to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state
or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections
of the Company and such other tax forms as may be approved from time to time by any Director or Officer. The Company further ratifies
and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles.
51.1 | 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. |
51.2 | 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. |
51.3 | 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. |
|
|
![](https://www.sec.gov/Archives/edgar/data/1840317/000121390023081641/ex3-1_001.jpg) |
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Filed:
25-Oct-2023 15:26 EST |
|
www.verify.gov.ky
File#: 370077 |
Auth
Code: A87411990879 |
v3.23.3
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Sep. 13, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 13, 2023
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-40218
|
Entity Registrant Name |
Plum Acquisition Corp. I
|
Entity Central Index Key |
0001840317
|
Entity Tax Identification Number |
98-1577353
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
201 Fillmore St.
|
Entity Address, Address Line Two |
#2089
|
Entity Address, City or Town |
San Francisco
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94115
|
City Area Code |
415
|
Local Phone Number |
683-6773
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant |
|
Title of 12(b) Security |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant
|
Trading Symbol |
PLMIU
|
Security Exchange Name |
NASDAQ
|
Class A Ordinary Shares included as part of the Units |
|
Title of 12(b) Security |
Class A Ordinary Shares included as part of the Units
|
Trading Symbol |
PLMI
|
Security Exchange Name |
NASDAQ
|
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
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Title of 12(b) Security |
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
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PLMIW
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NASDAQ
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