Item 1.01. Entry into a Material Definitive Agreement.
On
On
Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
· an Underwriting Agreement, datedJanuary 6, 2021 , among the Company,Jefferies LLC andMorgan Stanley & Co. LLC , which contains customary representations and warranties and indemnification of the underwriter by the Company; · an Investment Management Trust Agreement, datedJanuary 6, 2021 , between the Company andContinental Stock Transfer & Trust Company , as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Shares (as defined below), and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement; · a Registration and Shareholder Rights Agreement, datedJanuary 6, 2021 , among the Company, the Sponsor and certain equityholders of the Company, which provides for customary demand and piggy-back registration rights for the Sponsor, and customary piggy-back registration rights for such other equityholders, and, upon and following consummation of our initial business combination, the right of the Sponsor to nominate three individuals for election to the Company's board of directors; · a Private Placement Shares Purchase Agreement, datedJanuary 6, 2021 (the "Private Placement Shares Purchase Agreement"), between the Company and Omega Alpha Management (the "Sponsor"), pursuant to which the Sponsor purchased an aggregate of 501,000 private placement shares (the "Private Placement Shares"), with each Private Placement Share consisting of one Class A Ordinary Share; · a Letter Agreement, datedJanuary 6, 2021 , among the Company, the Sponsor and each executive officer and director of the Company, pursuant to which each of the Sponsor and each executive officer and director of the Company has agreed to vote any Class A ordinary shares held by him, her or it in favor of the Company's initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months of the closing of the IPO; to certain transfer restrictions with respect to the Company's securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor.
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.1, 10.2, 10.3 and 10.4, respectively.
Item 3.02. Unregistered Sales of
Simultaneous with the consummation of the IPO and the issuance and sale of the
Public Shares, the Company consummated the private placement of an aggregate of
501,000 Private Placement Shares at a price of
The Private Placement Shares are substantially similar to the Public Shares, except (a) they will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and will become freely tradable only after the expiration of the 180-day lockup described above in the Letter Agreement and they are registered pursuant to the Registration and Shareholder Rights Agreement or an exemption from registration is available, and the restrictions described above in clause (a) have expired.
Item 5.03. Amendments to Memorandum and Articles of Association.
Effective
Item 8.01. Other Events.
Of the net proceeds from the IPO and the Private Placement, a total of
On
IPO. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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