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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 11, 2023
PERCEPTION CAPITAL CORP. III
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-40639 |
|
98-1592069 |
(State or other jurisdiction of incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer Identification Number) |
3109 W 50th St, #207 Minneapolis, MN |
|
55410 |
(Address of principal executive offices) |
|
(Zip Coe) |
(212) 380-5605
Registrant’s telephone number, including area code
PORTAGE FINTECH ACQUISITION CORPORATION
(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 to 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: |
|
Name of Each Exchange on Which Registered: |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
|
PFTAU |
|
The NASDAQ Stock Market LLC |
Class A ordinary shares included as part of the units |
|
PFTA |
|
The NASDAQ Stock Market LLC |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
PFTAW |
|
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. |
On October 11, 2023, Portage Fintech Acquisition Corporation (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”) to vote on the proposals as described in Item 5.07 of this Current Report on Form 8-K (the “Current Report”). At the Meeting, the Company’s shareholders approved changing the name of the Company from “Portage Fintech Acquisition Corporation” to “Perception Capital Corp. III” (the “Name Change”) and the amendment and restatement of the Company’s amended and restated memorandum and articles of association to reflect the Name Change (the “Articles Amendment”). The Name Change and the Articles Amendment did not alter the voting powers or relative rights of the Company ordinary shares. The Articles Amendment was filed with the Cayman Islands Registrar of Companies on October 11, 2023.
The foregoing description is qualified in its entirety by reference to the Company’s amended and restated memorandum and articles of association, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the Meeting, holders of 8,769,542 ordinary shares were present in person or by proxy, constituting a quorum for the transaction of business.
At the Meeting, the Company’s shareholders voted in favor of the following proposals:
|
1. |
Approval of the Name Change. |
For |
|
Against |
|
Abstain |
8,753,982 |
|
15,560 |
|
0 |
|
2. |
Approval of the Articles Amendment. |
For |
|
Against |
|
Abstain |
8,738,645 |
|
30,891 |
|
6 |
Item 7.01. |
Regulation FD Disclosure. |
A copy of the press release issued by the Company on October 13, 2023 relating to its name change is furnished herewith as Exhibit 99.1.
The information set forth in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
SIGNATURES
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.
Date: October 16, 2023 |
PERCEPTION CAPITAL CORP. III |
|
|
|
|
By: |
/s/ Rick Gaenzle |
|
Name: |
Rick Gaenzle |
|
Title: |
Chief Executive Officer |
Exhibit
3.1
THE
COMPANIES ACT (AS AMENDED)
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED MEMORANDUM OF ASSOCIATION
OF
PERCEPTION
CAPITAL CORP. III
(ADOPTED
BY SPECIAL RESOLUTION DATED 11 OCTOBER 2023)
| www.verify.gov.ky File#: 373033 | Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 |
| | |
THE
COMPANIES ACT (AS AMENDED)
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED MEMORANDUM OF ASSOCIATION
OF
PERCEPTION
CAPITAL CORP. III
(ADOPTED
BY SPECIAL RESOLUTION DATED 11 OCTOBER 2023)
1. | The
name of the company is Perception Capital Corp. III (the “Company”). |
2. | The
registered office of the Company will be situated at the offices of Walkers Corporate Limited,
190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location
as the Directors may from time to time determine. |
| 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 any law as provided by
Section 7(4) of the Companies Act (as amended) of the Cayman Islands (the “Companies
Act”). |
| 4. | The
Company shall have and be capable of exercising all the functions of a natural person of
full capacity irrespective of any question of corporate benefit as provided by Section 27(2)
of the Companies Act. |
| 5. | The
Company will not trade in the Cayman Islands with any person, firm or corporation except
in furtherance of the business of the Company carried on outside the Cayman Islands; provided
that nothing in this section shall be construed as to prevent the Company effecting and concluding
contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary
for the carrying on of its business outside the Cayman Islands. |
| 6. | The
liability of the shareholders of the Company is limited to the amount, if any, unpaid on
the shares respectively held by them. |
| 7. | The
authorised share capital of the Company is US$33,100 divided into 300,000,000 Class A ordinary
shares with a nominal or par value of US$0.0001, 30,000,000 Class B ordinary shares with
a nominal or par value of US$0.0001, and 1,000,000 preference shares with a nominal or par
value of US$0.0001 provided that subject to the Companies Act and the Articles of Association
the Company shall have power to redeem or purchase any of its shares and to sub-divide or
consolidate the said shares or any of them and to issue all or any part of its capital whether
original, redeemed, increased or reduced with or without any preference, priority, special
privilege or other rights or subject to any postponement of rights or to any conditions or
restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly
provide every issue of shares whether stated to be ordinary, preference or otherwise shall
be subject to the powers on the part of the Company hereinbefore provided. |
| 8. | The
Company may exercise the power contained in Section 206 of the Companies Act to deregister
in the Cayman Islands and be registered by way of continuation in some other jurisdiction. |
| 1 www.verify.gov.ky File#: 373033 | Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 |
| | |
THE
COMPANIES ACT (AS AMENDED)
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED ARTICLES OF ASSOCIATION
OF
PERCEPTION
CAPITAL CORP. III
(ADOPTED
BY SPECIAL RESOLUTION DATED 11 OCTOBER 2023)
REF:
JA/AR/P4271-185113
| www.verify.gov.ky File#: 373033 | Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 |
| | |
TABLE
OF CONTENTS
CLAUSE |
|
PAGE |
|
|
|
TABLE A |
|
1 |
|
|
|
INTERPRETATION |
|
1 |
|
|
|
PRELIMINARY |
|
5 |
|
|
|
SHARES |
|
6 |
|
|
|
FOUNDER SHARES CONVERSION
AND ANTI-DILUTION RIGHTS |
|
7 |
|
|
|
MODIFICATION OF RIGHTS |
|
8 |
|
|
|
CERTIFICATES |
|
9 |
|
|
|
FRACTIONAL SHARES |
|
9 |
|
|
|
LIEN |
|
10 |
|
|
|
CALLS ON SHARES |
|
10 |
|
|
|
FORFEITURE OF SHARES |
|
11 |
|
|
|
TRANSFER OF SHARES |
|
12 |
|
|
|
TRANSMISSION OF SHARES |
|
13 |
|
|
|
ALTERATION OF SHARE CAPITAL |
|
13 |
|
|
|
REDEMPTION, PURCHASE AND
SURRENDER OF SHARES |
|
14 |
|
|
|
TREASURY SHARES |
|
15 |
|
|
|
GENERAL MEETINGS |
|
15 |
|
|
|
NOTICE OF GENERAL MEETINGS |
|
16 |
|
|
|
PROCEEDINGS AT GENERAL MEETINGS |
|
16 |
|
|
|
VOTES OF SHAREHOLDERS |
|
18 |
| i www.verify.gov.ky File#: 373033 | Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 |
| | |
CORPORATIONS
ACTING BY REPRESENTATIVES AT MEETINGS |
|
19 |
|
|
|
CLEARING HOUSES |
|
19 |
|
|
|
DIRECTORS |
|
19 |
|
|
|
ALTERNATE DIRECTOR |
|
20 |
|
|
|
POWERS AND DUTIES OF DIRECTORS |
|
20 |
|
|
|
BORROWING POWERS OF DIRECTORS |
|
22 |
|
|
|
THE SEAL |
|
22 |
|
|
|
DISQUALIFICATION OF DIRECTORS |
|
23 |
|
|
|
PROCEEDINGS OF DIRECTORS |
|
23 |
|
|
|
DIVIDENDS |
|
25 |
|
|
|
ACCOUNTS, AUDIT AND ANNUAL
RETURN AND DECLARATION |
|
26 |
|
|
|
CAPITALISATION OF RESERVES |
|
27 |
|
|
|
SHARE PREMIUM ACCOUNT |
|
28 |
|
|
|
NOTICES |
|
28 |
|
|
|
INDEMNITY |
|
30 |
|
|
|
NON-RECOGNITION OF TRUSTS |
|
31 |
|
|
|
BUSINESS COMBINATION REQUIREMENTS |
|
31 |
|
|
|
BUSINESS OPPORTUNITIES |
|
34 |
|
|
|
WINDING UP |
|
35 |
|
|
|
AMENDMENT OF ARTICLES OF
ASSOCIATION |
|
35 |
|
|
|
CLOSING OF REGISTER OR FIXING
RECORD DATE |
|
36 |
|
|
|
REGISTRATION BY WAY OF CONTINUATION |
|
36 |
|
|
|
MERGERS AND CONSOLIDATION |
|
37 |
|
|
|
DISCLOSURE |
|
37 |
|
|
|
EXCLUSIVE JURISDICTION AND FORUM |
|
37 |
| ii www.verify.gov.ky File#: 373033 | Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 |
| | |
THE
COMPANIES ACT (AS AMENDED)
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED ARTICLES OF ASSOCIATION
OF
PERCEPTION
CAPITAL CORP. III
ADOPTED
BY SPECIAL RESOLUTION DATED 11 OCTOBER 2023
TABLE
A
The
Regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to Perception
Capital Corp. III (the “Company”) and the following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
| 1. | In
these Articles the following defined terms will have the meanings ascribed to them, if not
inconsistent with the subject or context: |
“Articles”
means these articles of association of the Company, as amended or substituted from time to time.
“Audit
Committee” means the audit committee of the Company formed pursuant to Article 140 hereof, or any successor audit committee.
“Branch
Register” means any branch Register of such category or categories of Members as the Company may from time to time determine.
“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) must
occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the
Trust Fund (less the deferred underwriting commissions and income taxes payable on the interest and other income earned on the Trust
Fund) at the time of entering into the definitive agreement to enter into a Business Combination; and (b) must not be effectuated solely
with another blank cheque company or a similar company with nominal operations.
| 1 www.verify.gov.ky File#: 373033 | Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 |
| | |
“Class”
or “Classes” means any class or classes of Shares as may from time to time be issued by the Company.
“Class
A Shares” means the Class A ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class
A Shares, and having the rights provided for in these Articles.
“Class
B Shares” means the Class B ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class
B Shares, and having the rights provided for in these Articles.
“Companies
Act” means the Companies Act (as amended) of the Cayman Islands.
“Designated
Stock Exchange” means any national securities exchange or automated quotation system on which the Company’s securities
are traded, including but not limited to The Nasdaq Stock Market LLC, The NYSE MKT LLC, The New York Stock Exchange LLC or any OTC market.
“Directors”
means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof.
“Electronic
Facility” means without limitation, website addresses and conference call systems, and any device, system, procedure, method
or other facility whatsoever providing an electronic means of venue for a general meeting of the Company.
“Equity-Linked
Securities” means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued
in connection with the initial Business Combination, including but not limited to a private placement of equity or debt.
“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations
of the SEC thereunder, all as the same shall be in effect at the time.
“Founders”
means the Sponsor and all Members immediately prior to the consummation of the IPO.
“Initial
Conversion Ratio” means the meaning given to it in Article 14.
“Investor
Group” means the Sponsor, its general partner and their respective affiliates, successors and assigns.
“IPO”
means the Company’s initial public offering of securities.
“IPO
Redemption” means the meaning given to it in Article 161.
“Memorandum
of Association” means the memorandum of association of the Company, as amended or substituted from time to time.
| 2 www.verify.gov.ky File#: 373033 | Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 |
| | |
“Office”
means the registered office of the Company as required by the Companies Act.
“Officers”
means the officers for the time being and from time to time of the Company.
“Ordinary
Resolution” means a resolution:
| (a) | passed
by a simple majority of the votes cast by such Shareholders as, being entitled to do so,
vote in person or, where proxies are allowed, by proxy at a general meeting of the Company;
or |
| (b) | approved
in writing by all of the Shareholders entitled to vote at a general meeting of the Company
in one or more instruments each signed by one or more of the Shareholders and the effective
date of the resolution so adopted shall be the date on which the instrument, or the last
of such instruments, if more than one, is executed. |
“Ordinary
Shares” means the Class A Shares and the Class B Shares.
“Over-Allotment
Option” means the option of the Underwriters to purchase up to an additional 15% of the units sold in the IPO at a price equal
to US$10.00 per unit, less underwriting discounts and commissions.
“paid
up” means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up.
“Person”
means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having
a separate legal personality) or any of them as the context so requires, other than in respect of a Director or Officer in which circumstances
Person shall mean any person or entity permitted to act as such in accordance with the laws of the Cayman Islands.
“Preference
Shares” means the Preference Shares in the capital of the Company of US$0.0001 nominal or par value designated as Preference
Shares, and having the rights provided for in these Articles.
“Private
Placement Warrants” mean the warrants to be issued to the Sponsor in a private placement simultaneously with the closing of
the IPO and upon conversion of working capital loans, if any.
“Public
Shares” means the Class A Shares issued as part of the units issued in the IPO.
“Principal
Register”, where the Company has established one or more Branch Registers pursuant to the Companies Act and these Articles,
means the Register maintained by the Company pursuant to the Companies Act and these Articles that is not designated by the Directors
as a Branch Register.
“Redemption
Price” has the meaning given to it in Article 161.
| 3 www.verify.gov.ky File#: 373033 | Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 |
| | |
“Register”
means the register of Members of the Company required to be kept pursuant to the Companies Act and includes any Branch Register(s) established
by the Company in accordance with the Companies Act.
“Seal”
means the common seal of the Company (if adopted) including any facsimile thereof.
“SEC”
means the U.S. Securities and Exchange Commission.
“Secretary”
means any Person appointed by the Directors to perform any of the duties of the secretary of the Company.
“Series”
means a series of a Class as may from time to time be issued by the Company.
“Share”
means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all
Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction
of a Share.
“Shareholder”
or “Member” means a Person who is registered as the holder of Shares in the Register and includes each subscriber
to the Memorandum of Association pending entry in the Register of such subscriber.
“Share
Premium Account” means the share premium account established in accordance with these Articles and the Companies Act.
“signed”
means bearing a signature or representation of a signature affixed by mechanical means.
“Special
Resolution” means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:
| (a) | passed
by a majority of not less than two-thirds (which shall be required to include with respect
to any resolution to amend Articles 95 and 113(d) prior to the consummation of a Business
Combination, the affirmative vote of a simple majority of the Class B Shares then in issue)
of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed,
by proxy at a general meeting of the Company of which notice specifying the intention to
propose the resolution as a special resolution has been duly given and where a poll is taken
regard shall be had in computing a majority to the number of votes to which each Shareholder
is entitled; or |
| (b) | approved
in writing by all of the Shareholders entitled to vote at a general meeting of the Company
in one or more instruments each signed by one or more of the Shareholders and the effective
date of the special resolution so adopted shall be the date on which the instrument or the
last of such instruments, if more than one, is executed. |
“Sponsor”
means Perception Capital Partners IIIA LLC, a Delaware limited liability company.
| 4 www.verify.gov.ky File#: 373033 | Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 |
| | |
“Treasury
Shares” means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company
and not cancelled.
“Trust
Fund” means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of
the net proceeds of the IPO, together with certain of the proceeds of a private placement of warrants simultaneously with the closing
date of the IPO, will be deposited.
“Underwriter”
means an underwriter of the IPO.
| 2. | In
these Articles, save where the context requires otherwise: |
| (a) | words
importing the singular number shall include the plural number and vice versa; |
| (b) | words
importing the masculine gender only shall include the feminine gender and any Person as the
context may require; |
| (c) | the
word “may” shall be construed as permissive and the word “shall”
shall be construed as imperative; |
| (d) | reference
to a dollar or dollars or US$ (or $) and to a cent or cents is reference to dollars and cents
of the United States of America; |
| (e) | reference
to a statutory enactment shall include reference to any amendment or re-enactment thereof
for the time being in force; |
| (f) | reference
to any determination by the Directors shall be construed as a determination by the Directors
in their sole and absolute discretion and shall be applicable either generally or in any
particular case; and |
| (g) | reference
to “in writing” shall be construed as written or represented by any means reproducible
in writing, including any form of print, lithograph, email, facsimile, photograph or telex
or represented by any other substitute or format for storage or transmission for writing
or partly one and partly another. |
| 3. | Subject
to the preceding Articles, any words defined in the Companies Act shall, if not inconsistent
with the subject or context, bear the same meaning in these Articles. |
PRELIMINARY
| 4. | The
business of the Company may be commenced at any time after incorporation. |
| 5. | The
Office shall be at such address in the Cayman Islands as the Directors may from time to time
determine. The Company may in addition establish and maintain such other offices and places
of business and agencies in such places as the Directors may from time to time determine. |
| 5 www.verify.gov.ky File#: 373033 | Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 |
| | |
| 6. | The
expenses incurred in the formation of the Company and in connection with the offer for subscription
and issue of Shares shall be paid by the Company. Such expenses may be amortised over such
period as the Directors may determine and the amount so paid shall be charged against income
and/or capital in the accounts of the Company as the Directors shall determine. |
| 7. | The
Directors shall keep, or cause to be kept, the Register at such place or (subject to compliance
with the Companies Act and these Articles) places as the Directors may from time to time
determine. In the absence of any such determination, the Register shall be kept at the Office.
The Directors may keep, or cause to be kept, one or more Branch Registers as well as the
Principal Register in accordance with the Companies Act; provided that a duplicate of such
Branch Register(s) shall be maintained with the Principal Register in accordance with the
Companies Act and the rules or requirements of any Designated Stock Exchange. |
SHARES
| 8. | Subject
to these Articles, and, where applicable, the rules of the Designated Stock Exchange and/or
any competent regulatory authority, all Shares for the time being unissued shall be under
the control of the Directors who may: |
| (a) | issue,
allot and dispose of the same to such Persons, in such manner, on such terms and having such
rights and being subject to such restrictions as they may from time to time determine; and |
| (b) | grant
options with respect to such Shares and issue warrants or similar instruments with respect
thereto; |
and,
for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued; provided however that prior
to a Business Combination 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 conversion described in Articles 14 to 19.
| 9. | 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 (or the immediately following
business day if such 52nd day is not a business day) unless the Underwriters determine
that an earlier date is acceptable, subject to the Company having filed a current report
on Form 8-K with the SEC 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. |
| 6 www.verify.gov.ky File#: 373033 | Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 |
| | |
| 10. | The
Directors, or the Shareholders by Ordinary Resolution, may authorise the division of Shares
into any number of Classes and sub-classes and Series and sub-series and the different Classes
and sub-classes and Series and sub-series shall be authorised, established and designated
(or re-designated as the case may be) and the variations in the relative rights (including,
without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges
and payment obligations as between the different Classes and Series (if any) may be fixed
and determined by the Directors or the Shareholders by Ordinary Resolution. |
| 11. | The
Company may insofar as may be permitted by law, pay a commission to any Person in consideration
of his or her subscribing or agreeing to subscribe whether absolutely or conditionally for
any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of
fully or partly paid-up Shares or partly in one way and partly in the other. The Company
may also pay such brokerage as may be lawful on any issue of Shares. |
| 12. | The
Directors may refuse to accept any application for Shares, and may accept any application
in whole or in part, for any reason or for no reason. |
| 13. | Except
as otherwise specified in these Articles or required by law, the holders of the Class A Shares
and the Class B Shares shall vote as a single class. |
FOUNDER
SHARES CONVERSION AND ANTI-DILUTION RIGHTS
| 14. | Subject
to adjustment as provided in Article 15, Class B Shares shall automatically convert into
Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”)
at the time of a Business Combination (or earlier at the option of the holders thereof),
subject to adjustment to account for share subdivisions, share capitalisations, reorganisations,
recapitalisations or other adjustments to the aggregate authorised or issued share capital
of the Company. |
| 15. | Notwithstanding
the Initial Conversion Ratio, in the case that additional Class A Shares or Equity Linked
Securities are issued or deemed issued in connection with the initial Business Combination,
the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in
aggregate, on an as converted basis, 20% of the sum of: |
| (a) | the
total number of Ordinary Shares issued and outstanding upon completion of the IPO, plus |
| (b) | the
total number of Class A Shares issued or deemed issued, or issuable upon the conversion or
exercise of any Equity-Linked Securities or rights issued or deemed issued, by the Company
in connection with or in relation to the consummation of the initial Business Combination,
excluding (x) any Class A Shares or Equity-Linked Securities exercisable for or convertible
into Class A Shares issued, deemed issued, or to be issued, to any seller in the initial
Business Combination and (y) any Private Placement Warrants issued to the Sponsor, its affiliates
or the Company’s Officers or Directors upon conversion of working capital loans. |
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| 16. | Notwithstanding
anything to the contrary contained herein in no event shall the Class B Shares convert into
Class A Shares at a ratio that is less than one-for-one. |
| 17. | References
in Articles 14 to Article 19 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. |
| 18. | Each
Class B Share shall convert into its pro rata number of Class A Shares as set forth in this
Article 18. 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 issued and outstanding Class B Shares shall be converted pursuant
to these Articles and the denominator of which shall be the total number of issued and outstanding
Class B Shares at the time of conversion. |
| 19. | The
Directors may effect such conversion in the manner contemplated by Article 17 or in any other
manner available under applicable law, including redeeming or repurchasing the relevant Class
B Shares and applying the proceeds thereof towards payment for the new Class A Shares. For
the purposes of the repurchase or redemption, the Directors may, subject to the Company being
able to pay its debts in the ordinary course of business, make payments out of amounts standing
to the credit of the Company’s share premium account or out of its capital. |
MODIFICATION
OF RIGHTS
| 20. | Whenever
the capital of the Company is divided into different Classes (and as otherwise determined
by the Directors) the rights attached to any such Class may, subject to any rights or restrictions
for the time being attached to any Class only be materially adversely varied or abrogated
with the consent in writing of the holders of not less than two-thirds of the issued Shares
of the relevant Class, or with the sanction of a resolution passed at a separate meeting
of the holders of the Shares of such Class by a majority of two-thirds of the votes cast
at such a meeting. To every such separate meeting all the provisions of these Articles relating
to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis,
apply, except that the necessary quorum shall be one or more Persons at least holding or
representing by proxy one-third in nominal or par value amount of the issued Shares of the
relevant Class (but so that if at any adjourned meeting of such holders a quorum as above
defined is not present, those Shareholders who are present shall form a quorum) and that,
subject to any rights or restrictions for the time being attached to the Shares of that Class,
every Shareholder of the Class shall on a poll have one vote for each Share of the Class
held by him or her. For the purposes of this Article the Directors may treat all the Classes
or any two or more Classes as forming one Class if they consider that all such Classes would
be affected in the same way by the proposals under consideration, but in any other
case shall treat them as separate Classes. The Directors may vary the rights attaching to
any Class without the consent or approval of Shareholders; provided that the rights will
not, in the determination of the Directors, be materially adversely varied or abrogated by
such action. |
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| 21. | The
rights conferred upon the holders of the Shares of any Class issued with preferred or other
rights shall not, subject to any rights or restrictions for the time being attached to the
Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter
alia, the creation, allotment or issue of further Shares ranking parri passu with
or subsequent to them or Shares with preferred rights or the redemption or purchase of any
Shares of any Class by the Company. |
CERTIFICATES
| 22. | If
so determined by the Directors, any Person whose name is entered as a member in the Register
may receive a certificate in the form determined by the Directors. All certificates shall
specify the Share or Shares held by that person and the amount paid up thereon; provided
that in respect of a Share or Shares held jointly by several persons the Company shall not
be bound to issue more than one certificate, and delivery of a certificate for a Share to
one of several joint holders shall be sufficient delivery to all. All certificates for Shares
shall be delivered personally or sent through the post addressed to the member entitled thereto
at the Member’s registered address as appearing in the Register. |
| 23. | Every
share certificate of the Company shall bear legends required under the applicable laws, including
the Exchange Act. |
| 24. | Any
two or more certificates representing Shares of any one Class held by any Member may at the
Member’s request be cancelled and a single new certificate for such Shares issued in
lieu on payment (if the Directors shall so require) of $1.00 or such smaller sum as the Directors
shall determine. |
| 25. | If
a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed,
a new certificate representing the same Shares may be issued to the relevant Member upon
request subject to delivery of the old certificate or (if alleged to have been lost, stolen
or destroyed) compliance with such conditions as to evidence and indemnity and the payment
of out-of-pocket expenses of the Company in connection with the request as the Directors
may think fit. |
| 26. | In
the event that Shares are held jointly by several persons, any request may be made by any
one of the joint holders and if so made shall be binding on all of the joint holders. |
FRACTIONAL
SHARES
| 27. | The
Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be
subject to and carry the corresponding fraction of liabilities (whether with respect to nominal
or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges,
qualifications, restrictions, rights (including, without prejudice to the generality of the
foregoing, voting and participation rights) and other attributes of a whole Share. If more
than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder
such fractions shall be accumulated. |
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LIEN
| 28. | The
Company has a first and paramount lien on every Share (whether or not fully paid) for all
amounts (whether presently payable or not) payable at a fixed time or called in respect of
that Share. The Company also has a first and paramount lien on every Share (whether or not
fully paid) registered in the name of a Person indebted or under liability to the Company
(whether he or she is the sole registered holder of a Share or one of two or more joint holders)
for all amounts owing by him or her or his or her estate to the Company (whether or not presently
payable). The Directors may at any time declare a Share to be wholly or in part exempt from
the provisions of this Article. The Company’s lien on a Share extends to any amount
payable in respect of it. |
| 29. | The
Company may sell, in such manner as the Directors may determine, any Share on which the Company
has a lien, but no sale shall be made unless an amount in respect of which the lien exists
is presently payable nor until the expiration of fourteen days after a notice in writing,
demanding payment of such part of the amount in respect of which the lien exists as is presently
payable, has been given to the registered holder for the time being of the Share, or the
Persons entitled thereto by reason of his or her death or bankruptcy. |
| 30. | For
giving effect to any such sale the Directors may authorise some Person to transfer the Shares
sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares
comprised in any such transfer and he or she shall not be bound to see to the application
of the purchase money, nor shall his or her title to the Shares be affected by any irregularity
or invalidity in the proceedings in reference to the sale. |
| 31. | The
proceeds of the sale after deduction of expenses, fees and commission incurred by the Company
shall be received by the Company and applied in payment of such part of the amount in respect
of which the lien exists as is presently payable, and the residue shall (subject to a like
lien for sums not presently payable as existed upon the Shares prior to the sale) be paid
to the Person entitled to the Shares immediately prior to the sale. |
CALLS
ON SHARES
| 32. | Subject
to the terms of the allotment and issue of any Shares, the Directors may from time to time
make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each
Shareholder shall (subject to receiving at least fourteen days’ notice specifying the
time or times of payment) pay to the Company at the time or times so specified the amount
called on such Shares. |
| 33. | The
joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof. |
| 34. | If
a sum called in respect of a Share is not paid before or on the day appointed for payment
thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate
of eight percent per annum from the day appointed for the payment thereof to the time of
the actual payment, but the Directors shall be at liberty to waive payment of that interest
wholly or in part. |
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| 35. | The
provisions of these Articles as to the liability of joint holders and as to payment of interest
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 amount of the Share, or by way
of premium, as if the same had become payable by virtue of a call duly made and notified. |
| 36. | The
Directors may make arrangements on the issue of partly paid Shares for a difference between
the Shareholders, or the particular Shares, in the amount of calls to be paid and in the
times of payment. |
| 37. | The
Directors may, if they think fit, receive from any Shareholder willing to advance the same
all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him
or her, and upon all or any of the moneys so advanced may (until the same would, but for
such advance, become presently payable) pay interest at such rate (not exceeding without
the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between
the Shareholder paying the sum in advance and the Directors. |
FORFEITURE
OF SHARES
| 38. | If
a Shareholder fails to pay any call or instalment of a call in respect of any Shares on the
day appointed for payment, the Directors may, at any time thereafter during such time as
any part of such call or instalment remains unpaid, serve a notice on him or her requiring
payment of so much of the call or instalment as is unpaid, together with any interest which
may have accrued. |
| 39. | The
notice shall name a further day (not earlier than the expiration of fourteen days from the
date of the notice) on or before which the payment required by the notice is to be made,
and shall state that in the event of non-payment at or before the time appointed the Shares
in respect of which the call was made will be liable to be forfeited. |
| 40. | If
the requirements of any such notice as aforesaid are not complied with, any Share in respect
of which the notice has been given may at any time thereafter, before the payment required
by notice has been made, be forfeited by a resolution of the Directors to that effect. |
| 41. | A
forfeited Share may be sold or otherwise disposed of on such terms and in such manner as
the Directors think fit, and at any time before a sale or disposition the forfeiture may
be cancelled on such terms as the Directors think fit. |
| 42. | A
Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the
forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys
which at the date of forfeiture were payable by him or her to the Company in respect of the
Shares forfeited, but his or her liability shall cease if and when the Company receives payment
in full of the amount unpaid on the Shares forfeited. |
| 43. | A
statutory declaration in writing that the declarant is a Director, and that a Share has been
duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts
in the declaration as against all Persons claiming to be entitled to the Share. |
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| 44. | The
Company may receive the consideration, if any, given for a Share on any sale or disposition
thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer
of the Share in favour of the Person to whom the Share is sold or disposed of and that Person
shall be registered as the holder of the Share, and shall not be bound to see to the application
of the purchase money, if any, nor shall his or her title to the Shares be affected by any
irregularity or invalidity in the proceedings in reference to the disposition or sale. |
| 45. | The
provisions of these 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 due and payable, whether on account of
the amount of the Share, or by way of premium, as if the same had been payable by virtue
of a call duly made and notified. |
TRANSFER
OF SHARES
| 46. | Subject
to these Articles and the rules or regulations of the Designated Stock Exchange or any relevant
rules of the SEC or securities laws (including, but not limited to the Exchange Act), a Shareholder
may transfer all or any of his or her Shares. If the Shares in question were issued in conjunction
with rights, options or warrants issued pursuant to the Articles on terms that one cannot
be transferred without the other, the Directors shall refuse to register the transfer of
any such Share without evidence satisfactory to them of the like transfer of such option
or warrant. |
| 47. | The
instrument of transfer of any Share shall be in (i) any usual or common form; (ii) such form
as is prescribed by the Designated Stock Exchange; or (iii) in any other form the Directors
may determine and shall be executed by or on behalf of the transferor (or otherwise as prescribed
by the rules and regulations of the Designated Stock Exchange) and if in respect of a nil
or partly paid up Share, or if so required by the Directors, shall also be executed on behalf
of the transferee and shall be accompanied by the certificate (if any) of the Shares to which
it relates and such other evidence as the Directors may reasonably require to show the right
of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder
until the name of the transferee is entered in the Register in respect of the relevant Shares. |
| 48. | Subject
to the terms of issue thereof and the rules or regulations of the Designated Stock Exchange
or any relevant rules of the SEC or securities laws (including, but not limited to the Exchange
Act), the Directors may determine to decline to register any transfer of Shares without assigning
any reason therefor. |
| 49. | The
registration of transfers may be suspended at such times and for such periods as the Directors
may from time to time determine. |
| 50. | All
instruments of transfer that are registered shall be retained by the Company, but any instrument
of transfer that the Directors decline to register shall (except in any case of fraud) be
returned to the Person depositing the same. |
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TRANSMISSION
OF SHARES
| 51. | The
legal personal representative of a deceased sole holder of a Share shall be the only Person
recognised by the Company as having any title to the Share. In the case of a Share registered
in the name of two or more holders, the survivors or survivor, or the legal personal representatives
of the deceased holder of the Share, shall be the only Person recognised by the Company as
having any title to the Share. |
| 52. | Any
Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder
shall upon such evidence being produced as may from time to time be required by the Directors,
have the right either to be registered as a Shareholder in respect of the Share or, instead
of being registered himself or herself, to make such transfer of the Share as the deceased
or bankrupt Person could have made; 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 deceased or bankrupt Person before the death or bankruptcy. |
| 53. | A
Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder
shall be entitled to the same dividends and other advantages to which he or she would be
entitled if he or she were the registered Shareholder, except that he or she shall not, before
being registered as a Shareholder in respect of the Share, be entitled in respect of it to
exercise any right conferred by membership in relation to meetings of the Company. |
ALTERATION
OF SHARE CAPITAL
| 54. | The
Company may from time to time by Ordinary Resolution increase the share capital by such sum,
to be divided into Shares of such Classes and amount, as the resolution shall prescribe. |
| 55. | The
Company may by Ordinary Resolution: |
| (a) | consolidate
and divide all or any of its share capital into Shares of a larger amount than its existing
Shares; |
| (b) | convert
all or any of its paid up Shares into stock and reconvert that stock into paid up Shares
of any denomination; |
| (c) | subdivide
its existing Shares, or any of them into Shares of a smaller amount; provided that in the
subdivision the proportion between the amount paid and the amount, if any, unpaid on each
reduced Share shall be the same as it was in case of the Share from which the reduced Share
is derived; and |
| (d) | cancel
any Shares that, at the date of the passing of the 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. |
| 56. | The
Company may by Special Resolution reduce its share capital and any capital redemption reserve
in any manner authorised by law. |
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REDEMPTION,
PURCHASE AND SURRENDER OF SHARES
| 57. | Subject
to the Companies Act and the rules of the Designated Stock Exchange, the Company may: |
| (a) | issue
Shares on terms that they are to be redeemed or are liable to be redeemed at the option of
the Company or the Shareholder on such terms and in such manner as the Directors may determine; |
| (b) | purchase
its own Shares (including any redeemable Shares) on such terms and in such manner as the
Directors may determine and agree with the Shareholder; |
| (c) | make
a payment in respect of the redemption or purchase of its own Shares in any manner authorised
by the Companies Act, including out of its capital; and |
| (d) | accept
the surrender for no consideration of any paid up Share (including any redeemable Share)
on such terms and in such manner as the Directors may determine. |
| 58. | With
respect to redeeming, repurchasing or the surrender of Shares: |
| (a) | Members
who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
described in Articles 161 and 163; |
| (b) | Shares
held by the Founders shall be surrendered for no consideration to the extent that the Over-Allotment
Option is not exercised in full so that the Founders will own, on an as converted basis,
20% of the Company’s issued Shares after the IPO; and |
| (c) | Public
Shares shall be repurchased by way of tender offer in the circumstances set out in Article
159. |
| 59. | Any
Share in respect of which notice of redemption has been given shall not be entitled to participate
in the profits of the Company in respect of the period after the date specified as the date
of redemption in the notice of redemption. |
| 60. | The
redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption,
purchase or surrender of any other Share. |
| 61. | The
Directors may when making payments in respect of redemption or purchase of Shares, if authorised
by the terms of issue of the Shares being redeemed or purchased or with the agreement of
the holder of such Shares, make such payment either in cash or in specie including, without
limitation, interests in a special purpose vehicle holding assets of the Company or holding
entitlement to the proceeds of assets held by the Company or in a liquidating structure. |
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TREASURY
SHARES
| 62. | Shares
that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at
the option of the Company, be cancelled immediately or held as Treasury Shares in accordance
with the Companies Act. In the event that the Directors do not specify that the relevant
Shares are to be held as Treasury Shares, such Shares shall be cancelled. |
| 63. | No
dividend may be declared or paid, and no other distribution (whether in cash or otherwise)
of the Company’s assets (including any distribution of assets to Members on a winding
up) may be declared or paid in respect of a Treasury Share. |
| 64. | The
Company shall be entered in the Register as the holder of the Treasury Shares; provided that: |
| (a) | the
Company shall not be treated as a member for any purpose and shall not exercise any right
in respect of the Treasury Shares, and any purported exercise of such a right shall be void; |
| (b) | a
Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company
and shall not be counted in determining the total number of issued shares at any given time,
whether for the purposes of these Articles or the Companies Act, save that an allotment of
Shares as fully paid bonus shares in respect of a Treasury Share is permitted and Shares
allotted as fully paid bonus shares in respect of a treasury share shall be treated as Treasury
Shares. |
| 65. | Treasury
Shares may be disposed of by the Company on such terms and conditions as determined by the
Directors. |
GENERAL
MEETINGS
| 66. | The
Directors may, whenever they think fit, convene a general meeting of the Company and, for
the avoidance of doubt, Members shall not have the ability to call general meetings except
as provided in Article 69; provided, that for the avoidance of doubt, the Directors shall
be required to convene a general meeting of the Company to approve any Business Combination
in accordance with Article 157 and Article 158. Members seeking to bring business before
an annual general meeting or to nominate candidates for appointment as Directors at an annual
general meeting must (1) deliver notice to the principal executive office of the Company
not less than 120 days and not more than 150 days prior to the date of the Company’s
annual general meeting or, if the Company did not hold an annual general meeting during 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 Directors with such deadline being a reasonable time
before the Company begins to print and send its related proxy materials (2) have continuously
held Shares equal to at least $2,000 in market value, or 1%, of the Company’s Shares
entitled to be voted on the proposal at the meeting for at least one year by the date of
such notice or deadline, and (3) continue to hold those Shares through the date of the annual
general meeting. |
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| 67. | For
so long as the Company’s Shares are traded on a Designated Stock Exchange, the Company
shall in each year hold a general meeting as its annual general meeting at such time and
place (including any Electronic Facility) as may be determined by the Directors in accordance
with the rules of the Designated Stock Exchange, unless such Designated Stock Exchange does
not require the holding of an annual general meeting. |
| 68. | The
Directors may cancel or postpone any duly convened general meeting at any time prior to such
meeting, for any reason or for no reason at any time prior to the time for holding such meeting
or, if the meeting is adjourned, the time for holding such adjourned meeting. The Directors
shall give Shareholders notice in writing of any cancellation or postponement. A postponement
may be for a stated period of any length or indefinitely as the Directors may determine. |
| 69. | If
at any time there are no Directors, any two Shareholders (or if there is only one Shareholder
then that Shareholder) entitled to vote at general meetings of the Company may convene a
general meeting in the same manner as nearly as possible as that in which general meetings
may be convened by the Directors. |
NOTICE
OF GENERAL MEETINGS
| 70. | At
least five clear days’ notice in writing counting from the date service is deemed to
take place as provided in these Articles specifying the place (including any Electronic Facility),
the day and the hour of the meeting and the general nature of the business, shall be given
in the manner hereinafter provided or in such other manner (if any) as may be prescribed
by the Company by Ordinary Resolution to such Persons as are, under these Articles, entitled
to receive such notices from the Company, but with the consent of all the Shareholders entitled
to receive notice of some particular meeting and attend and vote thereat, that meeting may
be convened by such shorter notice or without notice and in such manner as those Shareholders
may think fit. |
| 71. | The
accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting
by any Shareholder shall not invalidate the proceedings at any meeting. |
PROCEEDINGS
AT GENERAL MEETINGS
| 72. | All
business carried out at a general meeting shall be deemed special with the exception of sanctioning
a dividend, the consideration of the accounts, balance sheets, any report of the Directors
or of the Company’s auditors, and the fixing of the remuneration of the Company’s
auditors. No special business shall be transacted at any general meeting without the consent
of all Shareholders entitled to receive notice of that meeting unless notice of such special
business has been given in the notice convening that meeting. |
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| 73. | No
business shall be transacted at any general meeting unless a quorum of Shareholders is present
at the time when the meeting proceeds to business. One or more Shareholders holding a majority
of issued and outstanding shares of the Company present in person or by proxy and entitled
to vote at that meeting shall form a quorum. |
| 74. | If
within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of Shareholders, shall be dissolved. In any other
case it shall stand adjourned to the same day in the next week, at the same time and place,
or to such other day, time and/or place (including any Electronic Facility) 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 the Shareholder or Shareholders present and entitled
to vote shall form a quorum. |
| 75. | If
the Directors wish to make this facility available for a specific general meeting or all
general meetings of the Company, participation in any general meeting of the Company may
be by means of any Electronic Facility/ a telephone or similar communication equipment by
way of which all Persons participating in such meeting can communicate with each other and
such participation shall be deemed to constitute presence in person at the meeting. |
| 76. | The
chairperson, if any, of the Directors shall preside as chairperson at every general meeting
of the Company. |
| 77. | If
there is no such chairperson, or if at any general meeting he or she is not present within
fifteen minutes after the time appointed for holding the meeting or is unwilling to act as
chairperson, any Director or Person nominated by the Directors shall preside as chairperson,
failing which the Shareholders present in person or by proxy shall choose any Person present
to be chairperson of that meeting. |
| 78. | The
chairperson may adjourn a meeting from time to time and from place to place (including any
Electronic Facility) either: |
| (a) | with
the consent of any general meeting at which a quorum is present (and shall if so directed
by the meeting); or |
| (b) | without
the consent of such meeting if, in his or her sole opinion, he or she considers it necessary
to do so to: |
| (i) | secure
the orderly conduct or proceedings of the meeting; or |
| (ii) | give
all persons present in person or by proxy and having the right to speak and/or vote at such
meeting, the ability to do so, |
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. When a meeting, or adjourned meeting, is adjourned for fourteen days or more, notice of the adjourned meeting shall be given
in the manner provided for the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or
of the business to be transacted at an adjourned meeting.
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| 79. | A
resolution put to the vote of the meeting shall be decided on a poll in such manner as the
chairperson directs and the result of the poll shall be deemed to be the resolution of the
meeting. |
| 80. | In
the case of an equality of votes, the chairperson of the meeting shall be entitled to a second
or casting vote. |
VOTES
OF SHAREHOLDERS
| 81. | Except
as otherwise provided in these Articles and subject to any rights and restrictions for the
time being attached to any Share, every Shareholder present in person and every Person representing
a Shareholder by proxy shall, at a general meeting of the Company, have one vote for each
Share of which he or she or the Person represented by proxy is the holder. |
| 82. | In
the case of joint holders the vote of the senior who tenders a vote whether in person or
by proxy shall be accepted to the exclusion of the votes of the other joint holders and for
this purpose seniority shall be determined by the order in which the names stand in the Register. |
| 83. | A
Shareholder of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote in respect of Shares carrying the right to vote held by
him or her, by his or her committee, or other Person in the nature of a committee appointed
by that court, and any such committee or other Person, may vote in respect of such Shares
by proxy. |
| 84. | No
Shareholder shall be entitled to vote at any general meeting of the Company unless all calls,
if any, or other sums presently payable by him or her in respect of Shares carrying the right
to vote held by him or her have been paid. |
| 85. | On
a poll votes may be given either personally or by proxy. |
| 86. | The
instrument appointing a proxy shall be in writing under the hand of the appointor or of his
or her attorney duly authorised in writing or, if the appointor is a corporation, either
under Seal or under the hand of an Officer or attorney duly authorised or otherwise given
in such other manner as the Directors may approve. A proxy need not be a Shareholder. |
| 87. | An
instrument appointing a proxy may be in any usual or common form or such other form as the
Directors may approve. |
| 88. | The
instrument appointing a proxy shall be deposited at the Office or at such other place as
is specified for that purpose in the notice convening the meeting no later than the time
for holding the meeting or, if the meeting is adjourned, the time for holding such adjourned
meeting. |
| 89. | A
resolution in writing signed by all the Shareholders for the time being entitled to receive
notice of and to attend and vote at general meetings of the Company (or being corporations
by their duly authorised representatives) shall be as valid and effective as if the same
had been passed at a general meeting of the Company duly convened and held. |
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CORPORATIONS
ACTING BY REPRESENTATIVES AT MEETINGS
| 90. | Any
corporation which is a Shareholder or a Director may 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 meeting of holders of a Class or of the Directors or of
a committee of Directors, and the Person so authorised shall be entitled to exercise the
same powers on behalf of the corporation which he or she represents as that corporation could
exercise if it were an individual Shareholder or Director. |
CLEARING
HOUSES
| 91. | If
a clearing house (or its nominee) is a Member of the Company it may, by resolution of its
directors or other governing body or by power of attorney, authorise such person or persons
as it thinks fit to act as its representative or representatives at any general meeting of
the Company or at any general meeting of any Class of Members of the Company; provided that,
if more than one person is so authorised, the authorisation shall specify the number and
Class of Shares in respect of which each such person is so authorised. A person so authorised
pursuant to this Article shall be entitled to exercise the same powers on behalf of the clearing
house (or its nominee) which he or she represents as that clearing house (or its nominee)
could exercise if it were an individual Member holding the number and Class of Shares specified
in such authorisation. |
DIRECTORS
| 92. | The
Company may by Ordinary Resolution from time to time fix the maximum and minimum number of
Directors to be appointed but unless such numbers are fixed as aforesaid the minimum number
of Directors shall be one and the maximum number of Directors shall be unlimited. The remuneration
of the Directors may be determined by the Directors. |
| 93. | There
shall be no shareholding qualification for Directors. |
| 94. | For
so long as the Company’s Shares are traded on a Designated Stock Exchange, the Directors
shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively.
Directors shall be assigned to each class in accordance with a resolution or resolutions
adopted by the board of Directors. At the first annual general meeting of Members after the
IPO, the term of office of the Class I Directors shall expire and Class I Directors shall
be elected for a full term of three (3) years. At the second annual general meeting of Members
after the IPO, the term of office of the Class II Directors shall expire and Class II Directors
shall be elected for a full term of three (3) years. At the third annual general meeting
of Members after the IPO, the term of office of the Class III Directors shall expire and
Class III Directors shall be elected for a full term of three (3) years. At each succeeding
annual general meeting of Members, Directors shall be elected for a full term of three (3)
years to succeed the Directors of the class whose terms expire at such annual general meeting.
Notwithstanding the foregoing provisions of this Article, each Director shall hold office
until the expiration of his or her term, until his or her successor shall have been duly
elected and qualified or until his or her earlier death, resignation or removal. No decrease
in the number of Directors constituting the board of Directors shall shorten the term of
any incumbent Director. |
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| 95. | Prior
to the closing of an initial Business Combination, the Company may by Ordinary Resolution
of the holders of the Class B Shares (only) appoint any person to be a Director and remove
any Director for any reason. For the avoidance of doubt (i) prior to the closing of an initial
Business Combination, holders of Class A Shares shall have no right to vote on the appointment
or removal of any Director; provided, however, that if all of the Class B Shares are converted
prior to the date of the initial Business Combination, the holders of Class A Shares will
have the right to vote on the election of Directors and (ii) following the closing of an
initial Business Combination, the Company may by Ordinary Resolution (of all Shareholders
entitled to vote) appoint or remove any Director in accordance with these Articles. |
| 96. | 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.
Any Director appointed in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of Directors in which the new directorship was created
or the vacancy occurred and until such Director’s successor shall have been duly elected
and qualified or until his or her earlier resignation, death or removal. When the number
of Directors is increased or decreased, the board of Directors shall, subject to Article
94 above, determine the class or classes to which the increased or decreased number of Directors
shall be apportioned; provided, however, that no decrease in the number of Directors shall
shorten the term of any incumbent Director. |
ALTERNATE
DIRECTOR
| 97. | Any
Director may in writing appoint another Person to be his or her alternate and, save to the
extent provided otherwise in the form of appointment, such alternate shall have authority
to sign written resolutions on behalf of the appointing Director, but shall not be authorised
to sign such written resolutions where they have been signed by the appointing Director,
and to act in such Director’s place at any meeting of the Directors. Every such alternate
shall be entitled to attend and vote at meetings of the Directors as the alternate of the
Director appointing him or her and where he or she is a Director to have a separate vote
in addition to his or her own vote. A Director may at any time in writing revoke the appointment
of an alternate appointed by him or her. Such alternate shall not be an Officer solely as
a result of his or her appointment as an alternate other than in respect of such times as
the alternate acts as a Director. The remuneration of such alternate shall be payable out
of the remuneration of the Director appointing him or her and the proportion thereof shall
be agreed between them. |
POWERS
AND DUTIES OF DIRECTORS
| 98. | Subject
to the Companies Act, these Articles and to any resolutions passed in a general meeting (including
resolutions approved by the Members in connection with any Business Combination in accordance
with Article 157 and Article 158), the business of the Company shall be managed by the Directors,
who may pay all expenses incurred in setting up and registering the Company and may exercise
all powers of the Company. No resolution passed by the Company in general meeting shall invalidate
any prior act of the Directors that would have been valid if that resolution had not been
passed. |
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| 99. | The
Directors may from time to time appoint any Person, whether or not a Director to hold such
office in the Company as the Directors may think necessary for the administration of the
Company (including, for the avoidance of doubt and without limitation, any chairperson (or
co-chairperson) of the board of Directors, one or more chief executive officers, presidents,
a chief financial officer, vice-presidents, a treasurer or any other Officers as may be determined
by the Directors), and for such term and at such remuneration (whether by way of salary or
commission or participation in profits or partly in one way and partly in another), and with
such powers and duties as the Directors may think fit. Any Person so appointed by the Directors
may be removed by the Directors. |
| 100. | The
Directors may appoint any Person to be a Secretary (and if need be an assistant Secretary
or assistant Secretaries) who shall hold office for such term, at such remuneration and upon
such conditions and with such powers as they think fit. Any Secretary or assistant Secretary
so appointed by the Directors may be removed by the Directors or by the Company. |
| 101. | The
Directors may delegate any of their powers to committees consisting of such member or members
of their body as they think fit; any committee so formed shall in the exercise of the powers
so delegated conform to any regulations that may be imposed on it by the Directors. |
| 102. | The
Directors may from time to time and at any time by power of attorney (whether under Seal
or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether
nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised
signatory (any such person being an “Attorney” or “Authorised
Signatory”, respectively) of the Company for such purposes and with such powers,
authorities and discretion (not exceeding those vested in or exercisable by the Directors
under these Articles) and for such period and subject to such conditions as they may think
fit, and any such power of attorney or other appointment may contain such provisions for
the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory
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 discretion vested in him or her. |
| 103. | The
Directors may from time to time provide for the management of the affairs of the Company
in such manner as they shall think fit and the provisions contained in the three next following
Articles shall not limit the general powers conferred by this Article. |
| 104. | The
Directors from time to time and at any time may establish any committees, local boards or
agencies for managing any of the affairs of the Company and may appoint any Person to be
a member of such committees or local boards and may appoint any managers or agents of the
Company and may fix the remuneration of any such Person. |
| 105. | The
Directors from time to time and at any time may delegate to any such committee, local board,
manager or agent any of the powers, authorities and discretions for the time being vested
in the Directors and may authorise the members for the time being of any such local board,
or any of them to fill any vacancies therein and to act notwithstanding vacancies and any
such appointment or delegation may be made on such terms and subject to such conditions as
the Directors may think fit and the Directors may at any time remove any Person so appointed
and may annul or vary any such delegation, but no Person dealing in good faith and without
notice of any such annulment or variation shall be affected thereby. |
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| 106. | Any
such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any
of the powers, authorities, and discretion for the time being vested in them. |
| 107. | The
Directors may agree with a Shareholder to waive or modify the terms applicable to such Shareholder’s
subscription for Shares without obtaining the consent of any other Shareholder; provided
that such waiver or modification does not amount to a variation or abrogation of the rights
attaching to the Shares of such other Shareholders. |
| 108. | The
Directors shall have the authority to present a winding up petition on behalf of the Company
without the sanction of a resolution passed by the Company in general meeting. |
BORROWING
POWERS OF DIRECTORS
| 109. | The
Directors may exercise all the powers of the Company to borrow money and to mortgage or charge
its undertaking, property and uncalled capital or any part thereof, or to otherwise provide
for a security interest to be taken in such undertaking, property or uncalled capital, and
to issue debentures, debenture stock and other securities whenever money is borrowed or as
security for any debt, liability or obligation of the Company or of any third party. |
THE
SEAL
| 110. | The
Seal shall not be affixed to any instrument except by the authority of a resolution of the
Directors; provided that such authority may be given prior to or after the affixing of the
Seal and if given after may be in general form confirming a number of affixings of the Seal.
The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary)
or in the presence of any one or more Persons as the Directors may appoint for the purpose
and every Person as aforesaid shall sign every instrument to which the Seal is so affixed
in their presence. |
| 111. | The
Company may maintain a facsimile of the Seal in such countries or places as the Directors
may appoint and such facsimile Seal shall not be affixed to any instrument except by the
authority of a resolution of the Directors; provided that such authority may be given prior
to or after the affixing of such facsimile Seal and if given after may be in general form
confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed
in the presence of such Person or Persons as the Directors shall for this purpose appoint
and such Person or Persons as aforesaid shall sign every instrument to which the facsimile
Seal is so affixed in their presence and such affixing of the facsimile Seal and signing
as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the
presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary)
or in the presence of any one or more Persons as the Directors may appoint for the purpose. |
| 112. | Notwithstanding
the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the
Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity
of the matter contained therein but which does not create any obligation binding on the Company. |
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DISQUALIFICATION
OF DIRECTORS
| 113. | The
office of Director shall be vacated, if the Director: |
| (a) | becomes
bankrupt or makes any arrangement or composition with his or her creditors; |
| (b) | dies or is found to be or becomes of unsound mind; |
| (c) | resigns
his or her office by notice in writing to the Company; |
| (d) | prior
to the closing of an initial Business Combination, is removed from office by Ordinary Resolution
of Class B Shares (only); |
| (e) | following
the closing of an initial Business Combination, is removed from office by Ordinary Resolution
of all Shareholders entitled to vote; or |
| (f) | is
removed from office pursuant to any other provision of these Articles. |
PROCEEDINGS
OF DIRECTORS
| 114. | The
Directors may meet together (either within or outside the Cayman Islands) for the dispatch
of business, adjourn, and otherwise regulate their meetings and proceedings as they think
fit. Questions arising at any meeting shall be decided by a majority of votes. In case of
an equality of votes the chairperson shall have a second or casting vote. A Director may,
and a Secretary or assistant Secretary on the requisition of a Director shall, at any time
summon a meeting of the Directors. |
| 115. | A
Director may participate in any meeting of the Directors, or of any committee appointed by
the Directors of which such Director is a member, by means of telephone or similar communication
equipment by way of which all Persons participating in such meeting can communicate with
each other and such participation shall be deemed to constitute presence in person at the
meeting. |
| 116. | The
quorum necessary for the transaction of the business of the Directors may be fixed by the
Directors, and unless so fixed, if there be two or more Directors the quorum shall be two,
and if there be one Director the quorum shall be one. A Director represented by an alternate
Director at any meeting shall be deemed to be present for the purposes of determining whether
or not a quorum is present. |
| 117. | A
Director who is in any way, whether directly or indirectly, interested in a contract or proposed
contract with the Company shall declare the nature of his or her interest at a meeting of
the Directors. A general notice given to the Directors by any Director to the effect that
he or she is to be regarded as interested in any contract or other arrangement which may
thereafter be made with that company or firm shall be deemed a sufficient declaration of
interest in regard to any contract so made. A Director may vote in respect of any contract
or proposed contract or arrangement notwithstanding that he or she may be interested therein
and if he or she does so his or her vote shall be counted and he or she may be counted in
the quorum at any meeting of the Directors at which any such contract or proposed contract
or arrangement shall come before the meeting for consideration. |
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| 118. | A
Director may hold any other office or place of profit under the Company (other than the office
of auditor) in conjunction with his or her office of Director for such period and on such
terms (as to remuneration and otherwise) as the Directors may determine and no Director or
intending Director shall be disqualified by his or her office from contracting with the Company
either with regard to his or her tenure of any such other office or place of profit or as
vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by
or on behalf of the Company in which any Director is in any way interested, 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 any such contract or arrangement by reason of such
Director holding that office or of the fiduciary relation thereby established. A Director,
notwithstanding his or her interest, may be counted in the quorum present at any meeting
of the Directors whereat he or she or any other Director is appointed to hold any such office
or place of profit under the Company or whereat the terms of any such appointment are arranged
and he or she may vote on any such appointment or arrangement. |
| 119. | Any
Director may act by himself or herself or his or her firm in a professional capacity for
the Company, and he or she or his or her firm shall be entitled to remuneration for professional
services as if he or she were not a Director; provided that nothing herein contained shall
authorise a Director or his or her firm to act as auditor to the Company. |
| 120. | The
Directors shall cause minutes to be made in books or loose-leaf folders provided for the
purpose of recording: |
| (a) | all
appointments of Officers made by the Directors; |
| (b) | the
names of the Directors present at each meeting of the Directors and of any committee of the
Directors; and |
| (c) | all
resolutions and proceedings at all meetings of the Company, and of the Directors and of committees
of Directors. |
| 121. | When
the chairperson of a meeting of the Directors signs the minutes of such meeting the same
shall be deemed to have been duly held notwithstanding that all the Directors have not actually
come together or that there may have been a technical defect in the proceedings. |
| 122. | A
resolution in writing signed by all the Directors or all the members of a committee of Directors
entitled to receive notice of a meeting of Directors or committee of Directors, as the case
may be (an alternate Director, subject as provided otherwise in the terms of appointment
of the alternate Director, being entitled to sign such a resolution on behalf of his or her
appointer), shall be as valid and effectual as if it had been passed at a duly called and
constituted meeting of Directors or committee of Directors, as the case may be. When signed
a resolution may consist of several documents each signed by one or more of the Directors
or his or her duly appointed alternate. |
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| 123. | The
continuing Directors may act notwithstanding any vacancy in their body but if and for so
long as their number is reduced below the number fixed by or pursuant to these Articles as
the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing
the number, or of summoning a general meeting of the Company, but for no other purpose. |
| 124. | The
Directors may elect a chairperson of their meetings and determine the period for which he
or she is to hold office but if no such chairperson is elected, or if at any meeting the
chairperson is not present within fifteen minutes after the time appointed for holding the
meeting, the Directors present may choose one of their number to be chairperson of the meeting. |
| 125. | Subject
to any regulations imposed on it by the Directors, a committee appointed by the Directors
may elect a chairperson of its meetings. If no such chairperson is elected, or if at any
meeting the chairperson is not present within fifteen minutes after the time appointed for
holding the meeting, the committee members present may choose one of their number to be chairperson
of the meeting. |
| 126. | A
committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to
any regulations imposed on it by the Directors, questions arising at any meeting shall be
determined by a majority of votes of the committee members present and in case of an equality
of votes the chairperson shall have a second or casting vote. |
| 127. | All
acts done by any meeting of the Directors or of a committee of Directors, or by any Person
acting as a Director, shall notwithstanding that it be afterwards discovered that there was
some defect in the appointment of any such Director or Person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such Person had been duly
appointed and was qualified to be a Director. |
DIVIDENDS
| 128. | Subject
to any rights and restrictions for the time being attached to any Shares, or as otherwise
provided for in the Companies Act and these Articles, the Directors may from time to time
declare dividends (including interim dividends) and other distributions on Shares in issue
and authorise payment of the same out of the funds of the Company lawfully available therefor. |
| 129. | Subject
to any rights and restrictions for the time being attached to any Shares, the Company by
Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended
by the Directors. |
| 130. | The
Directors may determine, before recommending or declaring any dividend, to set aside out
of the funds legally available for distribution such sums as they think proper as a reserve
or reserves which shall be applicable for meeting contingencies, or for equalising dividends
or for any other purpose to which those funds may be properly applied and pending such application
may, at the determination of the Directors, either be employed in the business of the Company
or be invested in such investments as the Directors may from time to time think fit. |
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| 131. | Any
dividend may be paid in any manner as the Directors may determine. If paid by cheque it will
be sent through the post to the registered address of the Shareholder or Person entitled
thereto, or in the case of joint holders, to any one of such joint holders at his or her
registered address or to such Person and such address as the Shareholder or Person entitled,
or such joint holders as the case may be, may direct. Every such cheque shall be made payable
to the order of the Person to whom it is sent or to the order of such other Person as the
Shareholder or Person entitled, or such joint holders as the case may be, may direct. |
| 132. | The
Directors when paying dividends to the Shareholders in accordance with the foregoing provisions
of these Articles may make such payment either in cash or in specie and may determine the
extent to which amounts may be withheld therefrom (including, without limitation, any taxes,
fees, expenses or other liabilities for which a Shareholder (or the Company, as a result
of any action or inaction of the Shareholder) is liable). |
| 133. | Subject
to any rights and restrictions for the time being attached to any Shares, all dividends shall
be declared and paid according to the amounts paid up on the Shares, but if and for so long
as nothing is paid up on any of the Shares dividends may be declared and paid according to
the par value of the Shares. |
| 134. | If
several Persons are registered as joint holders of any Share, any of them may give effectual
receipts for any dividend or other moneys payable on or in respect of the Share. |
| 135. | No
dividend shall bear interest against the Company. |
ACCOUNTS,
AUDIT AND ANNUAL RETURN AND DECLARATION
| 136. | The
books of account relating to the Company’s affairs shall be kept in such manner as
may be determined from time to time by the Directors. |
| 137. | The
books of account shall be kept at the Office, or at such other place or places as the Directors
think fit, and shall always be open to the inspection of the Directors. |
| 138. | The
Directors may from time to time 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 Shareholders not being Directors, and no Shareholder
(not being a Director) shall have any right of inspecting any account or book or document
of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution. |
| 139. | The
accounts relating to the Company’s affairs shall only be audited if the Directors so
determine, in which case the financial year end and the accounting principles will be determined
by the Directors. The financial year of the Company shall end on 31 December of each year
or such other date as the Directors may determine. |
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| 140. | Without
prejudice to the freedom of the Directors to establish any other committee, if the Shares
are listed or quoted on the Designated Stock Exchange, and if required by the Designated
Stock Exchange, the Directors shall establish and maintain an audit committee (the “Audit
Committee”) as a committee of the board of 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 SEC and the Designated Stock Exchange. |
| 141. | The
Directors in each year shall prepare, or cause to be prepared, an annual return and declaration
setting forth the particulars required by the Companies Act and deliver a copy thereof to
the Registrar of Companies in the Cayman Islands. |
CAPITALISATION
OF RESERVES
| 142. | Subject
to the Companies Act and these Articles, the Directors may: |
| (a) | resolve
to capitalise an amount standing to the credit of reserves (including a Share Premium Account,
capital redemption reserve and profit and loss account), whether or not available for distribution; |
| (b) | appropriate
the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount
of Shares (whether or not fully paid) held by them respectively and apply that sum on their
behalf in or towards: |
| (i) | paying
up the amounts (if any) for the time being unpaid on Shares held by them respectively, or |
| (ii) | paying
up in full unissued Shares or debentures of a nominal amount equal to that sum, |
and
allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in
one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for
distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited
as fully paid;
| (c) | make
any arrangements they think fit to resolve a difficulty arising in the distribution of a
capitalised reserve and in particular, without limitation, where Shares or debentures become
distributable in fractions the Directors may deal with the fractions as they think fit; |
| (d) | authorise
a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the
Company providing for either: |
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| (i) | the
allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures
to which they may be entitled on the capitalisation, or |
| (ii) | the
payment by the Company on behalf of the Shareholders (by the application of their respective
proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts
remaining unpaid on their existing Shares, |
and
any such agreement made under this authority being effective and binding on all those Shareholders; and
| (e) | generally
do all acts and things required to give effect to any of the actions contemplated by this
Article. |
SHARE
PREMIUM ACCOUNT
| 143. | The
Directors shall in accordance with the Companies Act establish a Share Premium Account and
shall carry to the credit of such account from time to time a sum equal to the amount or
value of the premium paid on the issue of any Share. |
| 144. | There
shall be debited to any Share Premium Account on the redemption or purchase of a Share the
difference between the nominal value of such Share and the redemption or purchase price;
provided that at the determination of the Directors such sum may be paid out of the profits
of the Company or, if permitted by the Companies Act, out of capital. |
NOTICES
| 145. | Any
notice or document may be served by the Company or by the Person entitled to give notice
to any Shareholder either personally, or by posting it airmail or air courier service in
a prepaid letter addressed to such Shareholder at his or her address as appearing in the
Register, or by electronic mail, or by facsimile should the Directors deem it appropriate.
Notice may also be served by electronic communication in accordance with the rules and regulations
of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority
or by placing it on the Company’s website. In the case of joint holders of a Share,
all notices shall be given to that one of the joint holders whose name stands first in the
Register in respect of the joint holding, and notice so given shall be sufficient notice
to all the joint holders. |
| 146. | Any
Shareholder present, either personally or by proxy, at any meeting of the Company shall for
all purposes be deemed to have received due notice of such meeting and, where requisite,
of the purposes for which such meeting was convened. |
| 147. | Any
notice or other document, if served by: |
| (a) | post,
shall be deemed to have been served five clear days after the time when the letter containing
the same is posted; |
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| (b) | facsimile,
shall be deemed to have been served upon production by the transmitting facsimile machine
of a report confirming transmission of the facsimile in full to the facsimile number of the
recipient; |
| (c) | recognised
courier service, shall be deemed to have been served 48 hours after the time when the letter
containing the same is delivered to the courier service; |
| (d) | electronic
mail or other electronic communication (such as transmission to any number, address or internet
website (including the website of the SEC) or other electronic delivery methods as otherwise
decided and approved by the Directors), shall be deemed to have been served immediately upon
the time of the transmission by electronic mail or approved electronic communication, and
it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient;
or |
| (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. |
In
proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly
addressed and duly posted or delivered to the courier service.
| 148. | Any
notice or document delivered or sent in accordance with the terms of these Articles shall
notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company
has notice of his or her death or bankruptcy, be deemed to have been duly served in respect
of any Share registered in the name of such Shareholder as sole or joint holder, unless his
or her name shall at the time of the service of the notice or document, have been removed
from the Register as the holder of the Share, and such service shall for all purposes be
deemed a sufficient service of such notice or document on all Persons interested (whether
jointly with or as claiming through or under him or her) in the Share. |
| 149. | Notice
of every general meeting of the Company shall be given to: |
| (a) | all
Shareholders holding Shares with the right to receive notice and who have supplied to the
Company an address for the giving of notices to them; and |
| (b) | every
Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who
but for his or her death or bankruptcy would be entitled to receive notice of the meeting. |
No
other Person shall be entitled to receive notices of general meetings.
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INDEMNITY
| 150. | To
the fullest extent permitted by law, every Director (including for the purposes of this Article
any alternate Director appointed pursuant to the provisions of these Articles), Secretary,
assistant Secretary, or other Officer (but not including the Company’s auditors) and
the personal representatives of the same (each an “Indemnified Person”)
shall be indemnified and secured harmless out of the assets and funds of the Company against
all actions or proceedings whether threatened, pending or completed (a “Proceeding”),
costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified
Person, other than by reason of such Indemnified Person’s own actual fraud, wilful
default or wilful neglect as determined by a court of competent jurisdiction, (i) in or about
the conduct of the Company’s business or affairs (including as a result of any mistake
of judgment), (ii) arising as a consequence of such Indemnified Person becoming aware of
any business opportunity and failing to present such business opportunity to the Company
or otherwise taking any of the actions or omitting to take any of the actions permitted by
the Articles under the heading “Business Opportunities”, (iii) in the execution
or discharge of his or her duties, powers, authorities or discretions, or (iv) in respect
of any actions or activities undertaken by an Indemnified Person provided for and in accordance
with the provisions set out above (inclusive) including without prejudice to the generality
of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified
Person in defending or otherwise being involved in, (whether successfully or otherwise) any
civil proceedings concerning the Company or its affairs in any court whether in the Cayman
Islands or elsewhere. Each Member agrees to waive any claim or right of action he or she
might have, whether individually or by or in the right of the Company, against any Director
on account of any action taken by such Director, or the failure of such Director to take
any action in the performance of his or her duties with or for the Company; provided that
such waiver shall not extend to any matter in respect of any actual fraud, wilful default
or wilful neglect which may attach to such Director. |
| 151. | No
Indemnified Person shall be liable: |
| (a) | for
the acts, receipts, neglects, defaults or omissions of any other Director or Officer or agent
of the Company; or |
| (b) | for
any loss on account of defect of title to any property of the Company; or |
| (c) | on
account of the insufficiency of any security in or upon which any money of the Company shall
be invested; or |
| (d) | for
any loss incurred through any bank, broker or other similar Person; or |
| (e) | for
any loss occasioned by any negligence, default, breach of duty, breach of trust, error of
judgement or oversight on such Indemnified Person’s part; or |
| (f) | for
any liability, obligation or duty to the Company that may arise as a consequence of such
Indemnified Person becoming aware of any business opportunity and failing to present such
business opportunity to the Company or otherwise taking any of the actions or omitting to
take any of the actions permitted by the Articles under the heading “Business Opportunities”;
or |
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| (g) | for
any loss, damage or misfortune whatsoever which may happen in or arise from the execution
or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s
office or in relation thereto; |
unless
the same shall happen through such Indemnified Person’s own actual fraud, wilful default or wilful neglect as determined by a court
of competent jurisdiction.
| 152. | The
Company will pay the expenses (including attorneys’ fees) incurred by an Indemnified
Person in defending any Proceeding in advance of its final disposition; provided, however,
that, to the extent required by applicable law, such payment of expenses in advance of the
final disposition of the Proceeding shall be made only upon receipt of an undertaking by
the Indemnified Person to repay all amounts advanced if it should be ultimately determined
that the Indemnified Person is not entitled to be indemnified under these Articles or otherwise. |
| 153. | The
Directors, on behalf of the Company, may purchase and maintain insurance for the benefit
of any Director or Officer of the Company 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. |
| 154. | The
rights to indemnification and advancement of expenses conferred on any Indemnified Person
as set out above will not be exclusive of any other rights that any Indemnified Person may
have or hereafter acquire pursuant to an agreement with the Company or otherwise. |
NON-RECOGNITION
OF TRUSTS
| 155. | Subject
to the proviso hereto, no Person shall be recognised by the Company as holding any Share
upon any trust and the Company shall not, unless required by law, be bound by or be compelled
in any way to recognise (even when having notice thereof) any equitable, contingent, future
or partial interest in any Share or (except only as otherwise provided by these Articles
or as the Companies Act requires) any other right in respect of any Share except an absolute
right to the entirety thereof in each Shareholder registered in the Register; provided that,
notwithstanding the foregoing, the Company shall be entitled to recognise any such interests
as shall be determined by the Directors. |
BUSINESS
COMBINATION REQUIREMENTS
| 156. | Notwithstanding
any other provision of the Articles, the Articles under this heading “Business Combination
Requirements” shall apply during the period commencing upon the adoption of the Articles
and terminating upon the first to occur of the consummation of any Business Combination and
the distribution of the Trust Fund pursuant to Article 163. In the event of a conflict between
the Articles under this heading “Business Combination Requirements” and any other
Articles, the provisions of the Articles under this heading “Business Combination Requirements”
shall prevail. |
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| 157. | The
Company shall submit any proposal for a Business Combination to its Shareholders for approval
at either an annual general meeting or extraordinary meeting, and, if permitted under applicable
law, will conduct any redemptions of Public Shares in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act and will file such proxy materials with the
SEC. |
| 158. | At
a general meeting called for the purposes of approving a Business Combination pursuant to
these Articles the Company shall be authorised to consummate a Business Combination by Ordinary
Resolution. |
| 159. | Notwithstanding
anything to the contrary set forth in Article 157, if the Company is not required to conduct
redemptions of Public Shares in conjunction with a proxy solicitation pursuant to Regulation
14A of the Exchange Act, then the Company shall provide Shareholders with the opportunity
to have their Public Shares redeemed or 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
Fund, calculated as of two business days prior to the consummation of the Company’s
initial Business Combination, including interest earned on the Trust Fund and not previously
released to the Company to pay tax obligations, if any, divided by the number of Public Shares
then in issue. |
| 160. | 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 SEC 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. |
| 161. | Any
Shareholder holding Public Shares who is not a Founder, Director or Officer of the Company
may, contemporaneously with any vote on a Business Combination, elect to have their Public
Shares redeemed for cash (the “IPO Redemption”); provided that no such
Shareholder acting together with any affiliate or any other person with whom such Shareholder
is acting in concert or as a “group” (as defined under Section 13 of the Exchange
Act) may exercise this redemption right with respect to more than an aggregate of 15.0% of
the Public Shares without the consent of the Company; provided further that any holder that
holds Public Shares beneficially through a nominee must identify itself to the Company in
connection with any redemption election in order to validly redeem such Public Shares. In
connection with any vote held to approve a proposed Business Combination, holders of Public
Shares seeking to exercise their redemption rights will be required to either tender their
certificates (if any) to the Company’s transfer agent or to deliver their shares to the
transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) System, at the holder’s option, in each case up to two business days
prior to the initially scheduled vote on the proposal to approve a Business Combination.
If so demanded, the Company shall pay any such redeeming Shareholder, regardless of whether
he or she is voting for or against such proposed Business Combination, a per-Share redemption
price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund calculated
as of two business days prior to the consummation of a Business Combination, including interest
earned on the Trust Fund and not previously released to the Company to pay income taxes,
if any, divided by the number of Public Shares then in issue (such redemption price being
referred to herein as the “Redemption Price”). |
| 162. | The
Redemption Price shall be paid promptly following the consummation of the relevant Business
Combination. If the proposed Business Combination is not approved or completed for any reason
then such redemptions shall be cancelled and share certificates (if any) returned to the
relevant Shareholders as appropriate. |
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| 163. | (a) |
In the event that either the Company does not consummate a
Business Combination by thirty-six months after the closing of the IPO or such earlier date as is determined by our Board to be in the
best interests of the Company, 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 Fund, including interest earned on the Trust Fund and not previously released
to the Company to pay income taxes, if any, (less up to $100,000 of interest to pay winding up and dissolution expenses), divided by
the number of Public Shares then in issue, which redemption will completely extinguish public Shareholders’ rights as Shareholders
(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining Shareholders and the Directors, liquidate and dissolve, subject
in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law. |
| (b) | If
any amendment is made to Article 163(a) that would modify the substance or timing of the Company’s obligation to provide holders
of our Class A Shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of
our Public Shares if the Company does not complete its initial Business Combination within 36 months from the closing of the IPO or with
respect to any other provision relating to the rights of holders of our Class A Shares, each holder of Public Shares shall be provided
with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to
the Company to pay its income taxes, if any, divided by the number of Public Shares then in issue. |
| 164. | Except
for the withdrawal of interest to pay income taxes, if any, none of the funds held in the
Trust Fund shall be released from the Trust Fund until the earlier of an IPO Redemption pursuant
to Article 162, a repurchase of Shares by means of a tender offer pursuant to Article 159,
a distribution of the Trust Fund pursuant to Article 163(a) or an amendment under Article
163(b). In no other circumstance shall a holder of Public Shares have any right or interest
of any kind in the Trust Fund. |
| 165. | Prior
to or in connection with the Company’s initial 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 Fund; or (b) vote as a class with the holders of Public
Shares (i) on any Business Combination or any other proposal presented to the Shareholders
prior to or in connection with the completion of a Business Combination or (b) to approve
an amendment to the Articles to (x) extend the time that the Company has to consummate an
initial Business Combination or (y) amend the foregoing provisions of this Article 165. |
| 166. | The
Company must complete one or more Business Combinations having an aggregate fair market value
of at least 80% of the assets held in the Trust Fund (excluding the amount of deferred underwriting
commissions held in the Trust Fund and income taxes payable on the interest and other income
earned on the Trust Fund) at the time of the Company’s signing a definitive agreement
in connection with a Business Combination. An initial Business Combination must not be effectuated
solely with another blank cheque company or a similar company with nominal operations. In
the event the Company enters into a Business Combination with an entity that is affiliated
with the Sponsor, Officers or Directors, the Company, or a committee of independent directors,
will obtain an opinion from independent investment banking firm or another independent entity
that commonly renders valuation opinions that such a Business Combination is fair to the
Company from a financial point of view. |
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| 167. | A
Director may vote in respect of any 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. |
| 168. | 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. |
| 169. | The
Company may enter into a Business Combination with a target business that is affiliated with
the Sponsor, the Directors or Officers of the Company if such transaction were approved by
a majority of the independent directors (as defined in Article 166) and the directors that
did not have an interest in such transaction. |
BUSINESS
OPPORTUNITIES
| 170. | In
recognition and anticipation of the facts that: (a) directors, managers, officers, members,
partners, managing members, employees and/or agents of one or more other organizations, including
members of the Investor Group (each of the foregoing, an “Officer and Director Related
Person”) may serve as Directors and/or Officers of the Company; and (b) such organizations
(the “Officer and Director Related Entities”) and the Investor Group engage,
and may continue to engage in the same or similar activities or related lines of business
as those in which the Company, directly or indirectly, and/or other business activities that
overlap with or compete with those in which the Company, directly or indirectly, may engage,
the Articles under this heading “Business Opportunities” are set forth to regulate
and define the conduct of certain affairs of the Company as they may involve the Members
and the Officer and Director Related Persons, and the powers, rights, duties and liabilities
of the Company and its Officers, Directors and Members in connection therewith. |
| 171. | To
the fullest extent permitted by law, the Investor Group, the Officer and Director Related
Entities and the Officer and Director Related Persons shall have no duty 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 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 (i) may be a corporate opportunity for any of the Investor
Group or the Officer and Director Related Entities, on the one hand, and the Company, on
the other, or (ii) the presentation of which would breach an existing legal obligation of
a Director or Officer to any other entity. To the fullest extent permitted by law, the Investor
Group, Officer and Director Related Entities and the Officer and Director Related Persons
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 of the Company 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 and further, the Company hereby waives any claim or
cause of action it may have with respect to the foregoing. |
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| 172. | Except
as provided elsewhere in these Articles, 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 another entity, including
any of the Investor Group or any Officer and Director Related Entity, about which a Director
and/or Officer of the Company acquires knowledge. |
| 173. | 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 law, any and all claims and causes
of action that the Company may have for such activities. To the fullest extent permitted
by law, the provisions of this Article apply equally to activities conducted in the future
and that have been conducted in the past. |
WINDING
UP
| 174. | If
the Company shall be wound up the liquidator shall apply the assets of the Company in such
manner and order as he or she thinks fit in satisfaction of creditors’ claims. |
| 175. | If
the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution
divide amongst the Shareholders in specie or kind the whole or any part of the assets of
the Company (whether they shall consist of property of the same kind or not) and may, for
such purpose set such value as he or she deems fair upon any property to be divided as aforesaid
and may determine how such division shall be carried out as between the Shareholders or different
Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets
in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with
the like sanction shall think fit, but so that no Shareholder shall be compelled to accept
any assets whereon there is any liability. |
AMENDMENT
OF ARTICLES OF ASSOCIATION
| 176. | Subject
to the Companies Act and the rights attaching to the various Classes, the Company may at
any time and from time to time by Special Resolution alter or amend these Articles in whole
or in part. |
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CLOSING
OF REGISTER OR FIXING RECORD DATE
| 177. | For
the purpose of determining those Shareholders that are entitled to receive notice of, attend
or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders
that are entitled to receive payment of any dividend, or in order to make a determination
as to who is a Shareholder for any other purpose, the Directors may, by any means in accordance
with the requirements of any Designated Stock Exchange, provide that the Register shall be
closed for transfers for a stated period which shall not exceed in any case 40 days. If the
Register shall be so closed for the purpose of determining those Shareholders that are entitled
to receive notice of, attend or vote at a meeting of Shareholders the Register shall be so
closed for at least ten days immediately preceding such meeting and the record date for such
determination shall be the date of the closure of the Register. |
| 178. | In
lieu of or apart from closing the Register, the Directors may fix in advance a date as the
record date for any such determination of those Shareholders that are entitled to receive
notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining
those Shareholders that are entitled to receive payment of any dividend the Directors may,
at or within 90 days prior to the date of declaration of such dividend, fix a subsequent
date as the record date for such determination. |
| 179. | If
the Register is not so closed and no record date is fixed for the determination of those
Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or
those Shareholders that are entitled to receive payment of a dividend, the date on which
notice of the meeting is posted or the date on which the resolution of the Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such determination
of Shareholders. When a determination of those Shareholders that are entitled to receive
notice of, attend or vote at a meeting of Shareholders has been made as provided in this
Article, such determination shall apply to any adjournment thereof. |
REGISTRATION
BY WAY OF CONTINUATION
| 180. | The
Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction
outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated,
registered or existing. In furtherance of a resolution adopted pursuant to this Article,
the Directors may cause an application to be made to the Registrar of Companies to deregister
the Company in the Cayman Islands or such other jurisdiction in which it is for the time
being incorporated, registered or existing and may cause all such further steps as they consider
appropriate to be taken to effect the transfer by way of continuation of the Company. |
| 181. | With
respect to any vote or votes to continue the Company in a jurisdiction outside the Cayman
Islands in accordance with Article 181 (including, but not limited to, the approval of the
organizational documents of the Company in such other jurisdiction), holders of Class B Shares
will have ten votes for every Class B Share and holders of Class A Shares will have one vote
for every Class A Share. |
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MERGERS
AND CONSOLIDATION
| 182. | The
Company may merge or consolidate in accordance with the Companies Act. |
| 183. | To
the extent required by the Companies Act, the Company may by Special Resolution resolve to
merge or consolidate the Company. |
DISCLOSURE
| 184. | The
Directors, or any authorised service providers (including the Officers, the Secretary and
the registered office agent of the Company), shall be entitled to disclose to any regulatory
or judicial authority, or to any stock exchange on which the Shares may from time to time
be listed, any information regarding the affairs of the Company including, without limitation,
information contained in the Register and books of the Company. |
EXCLUSIVE
JURISDICTION AND FORUM
| 185. | Unless
the Company consents in writing to the selection of an alternative forum: |
| (a) | the
federal courts of the United States shall have exclusive jurisdiction to hear, settle and/or
determine any dispute, controversy or claim arising under the provisions of the U.S. Securities
Act or the Exchange Act (and each Member irrevocably submits to the exclusive jurisdiction
of the federal courts of the United States over all such claims, controversies or disputes); |
| (b) | the
courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute
arising out of or in connection with the Memorandum of Association, the Articles or otherwise
related in any way to each Member’s shareholding in the Company (and each Member irrevocably
submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims
or disputes), including but not limited to: |
| (i) | any
derivative action or proceeding brought on behalf of the Company; |
| (ii) | any
action asserting a claim of breach of any fiduciary or other duty owed by any current or
former Director, Officer or other employee of the Company to the Company or the Members; |
| (iii) | any
action asserting a claim arising pursuant to any provision of the Companies Act, the Memorandum
of Association or the Articles; or |
| (iv) | any
action asserting a claim against the Company concerning its internal affairs. |
| 186. | Without
prejudice to any other rights or remedies that the Company may have, each Member acknowledges
that damages alone would not be an adequate remedy for any breach of the exclusive jurisdiction
and forum provisions set out above and that accordingly the Company shall be entitled, without
proof of special damages, to the remedies of injunction, specific performance or other equitable
relief for any threatened or actual breach of those provisions. |
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Exhibit
99.1
Portage
Fintech Acquisition Corporation Announces Name Change to
Perception Capital Corp. III
MINNEAPOLIS, Oct. 13, 2023 (GLOBE
NEWSWIRE) -- Portage Fintech Acquisition Corporation (the “Company”), today announced a corporate name change to Perception
Capital Corp. III, to better reflect Perception Capital Partners III-A LLC as the Company’s new managing sponsor. Perception Capital
Partners III-A LLC is affiliated with Perception Capital Partners, a private and public investment firm and serial sponsor of special
purpose acquisition companies (SPACs). The Company’s ordinary shares will continue to trade on The Nasdaq Capital Market under
its ticker symbols: PFTA, PFTAW and PFTAU.
“We are very pleased with this outcome,” said Rick Gaenzle, the Company’s new Chief Executive Officer. “We continue to believe the SPAC product offers unique advantages for companies seeking a public markets presence. As the excess supply has exited with nearly 300 SPACs liquidating since 2022, we believe that public markets are returning to equilibrium, and believe there is growing interest from target companies in once again exploring deSPAC transactions.”
Scott Honour, the Company’s new Chairman, added “We are actively exploring target opportunities and continue to be open to vehicle sale and partnership discussions. As successful serial sponsors and operators, we bring the market access, market knowledge, deal flow, and know-how to get deals done in this market.”
Cautionary Note Concerning Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “may,” “future,” “plan” or “planned,” “will” or “should,” “expected,” “anticipates,” “draft,” “eventually” or “projected.” You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in the filings made by the Company with the Securities and Exchange Commission.
About Portage Fintech Acquisition Corporation
Portage Fintech Acquisition Corporation (the “Company”) is a blank check company. The Company’s managing sponsor is affiliated with Perception Capital Partners (“Perception”), an investment group focused on placing capital in partnership with owners and management teams to drive growth and stakeholder value.
Contact:
Rick Gaenzle
Chief Executive Officer
investors@perceptioncapitalpartners.com
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Oct. 11, 2023 |
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PORTAGE FINTECH ACQUISITION CORPORATION
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Entity Central Index Key |
0001853580
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Entity Tax Identification Number |
98-1592069
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Entity Incorporation, State or Country Code |
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Entity Address, Address Line One |
3109 W 50th St
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#207
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Minneapolis
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MN
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Grafico Azioni Perception Capital Corpo... (NASDAQ:PFTAU)
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Grafico Azioni Perception Capital Corpo... (NASDAQ:PFTAU)
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