Item 1.01 Entry into a Material Definitive Agreement.
On
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company registration statement (File No. 333-251541):
• an Underwriting Agreement, datedJanuary 7, 2021 , by and among the Company,Citigroup Global Markets Inc. ,Deutsche Bank Securities Inc. andCantor Fitzgerald & Co. , as representatives of the underwriters named therein, which contains customary representations and warranties and indemnification of the underwriters by the Company; • a Private Placement Warrants Purchase Agreement, datedJanuary 7, 2021 , between the Company and the Sponsor, pursuant to which the Sponsor purchased 9,383,333 private placement warrants, each exercisable to purchase one Class A ordinary share at$11.50 per share, at a price of$1.00 per warrant (the "Private Placement Warrants" and, together with the Public Warrants, the "Warrants"); • a Warrant Agreement, datedJanuary 7, 2021 , between the Company andContinental Stock Transfer & Trust Company , as warrant agent (the "Warrant Agreement"), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement; • an Investment Management Trust Agreement, datedJanuary 7, 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 Warrants, 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 7, 2021 , between the Company and the Sponsor and certain directors of the Company, which provides for customary demand and piggy-back registration rights for the Sponsor, and customary piggy-back registration rights for such directors, as well as certain transfer restrictions applicable to the Sponsor with respect to the Company's securities, and, upon 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 Letter Agreement, datedJanuary 7, 2021 , between the Company and the Sponsor and each of the officers and directors, pursuant to which the Sponsor and each of the officer and director has agreed to vote any Class A ordinary shares held by 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; to certain transfer restrictions with respect to the Company's securities; and to certain indemnification obligations of the Sponsor; and pursuant to which the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor; • an Administrative Services Agreement, datedJanuary 7, 2021 , by and between the Company and affiliate of the Sponsor, pursuant to which the Sponsor has agreed to make available office space and certain administrative and support services, as may be required by the Company from time to time, for$10,000 per month until the Company's initial business combination or liquidation; • a Forward Purchase Agreement, datedJanuary 7, 2021 , between the Company andSVF II SPAC Investment (DE) LLC (the "Forward Purchase Investor"), an affiliate of the Sponsor, providing for the purchase of$250,000,000 of committed forward purchase units and up to$50,000,000 of additional forward purchase units upon Forward Purchase Investor's election, with each unit consisting of one Class A Ordinary Share and one-fifth of one Public Warrant to purchase one Class A Ordinary Share at$11.50 per share, for a purchase price of$10.00 per unit, in a private placement to occur concurrently with the closing of the Company's initial business combination; • Indemnity Agreements, each datedJanuary 7, 2021 , between the Company and each of the officers and directors of the Company, pursuant to which the Company has agreed to indemnify each officer and director of the Company against certain claims that may arise in their roles as officers and directors of the Company.
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 as Exhibits herewith.
Item 3.02. Unregistered Sales of
Simultaneous with the consummation of the IPO and the issuance and sale of the
Units, the Company consummated the private placement of 9,383,333 Private
Placement Warrants at a price of
Item 5.03. Amendments to Articles of Incorporation.
On
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. 1.1 Underwriting Agreement, datedJanuary 7, 2021 , by and among the Company,Citigroup Global Markets Inc. ,Deutsche Bank Securities Inc. andCantor Fitzgerald & Co. 3.1 Amended and Restated Memorandum and Articles of Association 4.1 Warrant Agreement, datedJanuary 7, 2021 , between Continental StockTransfer & Trust Company and the Company
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10.1 Investment Management Trust Account Agreement, datedJanuary 7, 2021 , betweenContinental Stock Transfer & Trust Company and the Company 10.2 Registration and Shareholder Rights Agreement, datedJanuary 7, 2021 , among the Company,SVF Sponsor LLC and certain directors of the Company 10.3 Private Placement Warrants Purchase Agreement, datedJanuary 7, 2021 , between the Company andSVF Sponsor LLC 10.4 Administrative Services Agreement, datedJanuary 7, 2021 , between the Company andSVF Sponsor LLC 10.5 Letter Agreement, datedJanuary 7, 2021 , by and among the Company, SVFSponsor LLC and Directors and Officers of the Company 10.6 Forward Purchase Agreement, datedJanuary 7, 2021 , between the Company andSVF II SPAC Investment (DE) LLC 10.7 Indemnity Agreement, datedJanuary 7, 2021 , between the Company andRajeev Misra 10.8 Indemnity Agreement, datedJanuary 7, 2021 , between the Company andNavneet Govil 10.9 Indemnity Agreement, datedJanuary 7, 2021 , between the Company andIbrahim Ajami 10.10 Indemnity Agreement, datedJanuary 7, 2021 , between the Company andAnita M. Sands
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