Item 1.01. Entry into a Material Definitive Agreement.
Non-Redemption Agreement
On March 31, 2023, Worldwide Webb Acquisition Corp. (the "Company") and
Worldwide Webb Acquisition Sponsor, LLC (the "Sponsor"), the sponsor of the
Company, entered into non-redemption agreements (each, a "Non-Redemption
Agreement") with certain unaffiliated third parties (each, a "Holder," and
collectively, the "Holders") in exchange for the Holder or Holders agreeing
either not to request redemption in connection with the Extension (as defined
below) or to reverse any previously submitted redemption demand in connection
with the Extension with respect to an aggregate of 4,935,000 Class A ordinary
shares, par value $0.0001 per share (the "Class A ordinary shares"), of the
Company sold in its initial public offering (the "IPO") at the extraordinary
general meeting called by the Company (the "Meeting") to, among other things,
approve an amendment to the Company's amended and restated memorandum and
articles of association (the "Articles") to extend the date by which the Company
must consummate an initial business combination from 18 months from the
completion of the Company's IPO to 24 months from the completion of the
Company's IPO (the "Extension"). In consideration of the foregoing agreement,
immediately prior to, and substantially concurrently with, the closing of an
initial business combination, (i) the Sponsor (or its designees) will surrender
and forfeit to the Company for no consideration an aggregate of 987,000 shares
of the Company's Class B ordinary shares, par value $0.0001 per share, held by
the Sponsor (the "Forfeited Shares") and (ii) the Company shall issue to the
Holders a number of Class A ordinary shares equal to the Forfeited Shares.
The foregoing description of the Non-Redemption Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement filed hereto as Exhibit 10.1 and incorporated herein by
reference.
Where You Can Find Additional Information
This Current Report relates to a proposed business combination transaction among
the Company and Aark Singapore Pte. Ltd. ("Aeries"). In connection with the
proposed transaction, the Company intends to file with the SEC a registration
statement on Form S-4 and proxy statement/prospectus (the "Proxy") to solicit
shareholder approval of the proposed business combination. The definitive Proxy
(if and when available) will be delivered to the Company's shareholders. The
Company may also file other relevant documents regarding the proposed
transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY AND
ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the Proxy (if and when
available) and other documents that are filed or will be filed with the SEC by
the Company through the website maintained by the SEC at www.sec.gov. Copies of
the documents filed with the SEC by the Company will be available free of charge
at Worldwide Webb Acquisition Corp., 770 E Technology Way F13-16, Orem, UT
84097, attention: Chief Executive Officer.
Participants in the Solicitation
The Company and its directors and executive officers are participants in the
solicitation of proxies from the shareholders of the Company in respect of the
proposed transaction. Information about the Company's directors and executive
officers and their ownership of the Company's Class A ordinary shares is set
forth in the Company's Annual Report on Form 10-K for the year ended
December 31, 2022 filed with the SEC on March 31, 2023. Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the Proxy and other relevant materials to be filed with the SEC in
respect of the proposed transaction when they become available. You may obtain
free copies of these documents as described in the preceding paragraph.
--------------------------------------------------------------------------------
Cautionary Note Regarding Forward-Looking Statements
This Current Report includes certain statements that are not historical facts
but are forward-looking statements within the meaning of Section 21E of the U.S.
Securities Exchange Act of 1934, as amended, and Section 27A of the U.S.
Securities Act of 1933, as amended, for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. These
forward-looking statements include but are not limited to statements regarding
the anticipated benefits of the proposed transaction, the combined company
becoming a publicly listed company, the anticipated impact of the proposed
transaction on the combined companies' business and future financial and
operating results, and the anticipated timing of closing of the proposed
transaction. Words such as "may," "should," "will," "believe," "expect,"
"anticipate," "target," "project," and similar phrases that denote future
expectations or intent regarding the combined company's financial results,
operations, and other matters are intended to identify forward-looking
statements. You should not rely upon forward-looking statements as predictions
of future events. The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties, and other
factors that may cause future events to differ materially from the
forward-looking statements in this communication, including but not limited to:
(i) the ability to complete the proposed transaction within the time frame
anticipated or at all; (ii) the failure to realize the anticipated benefits of
the proposed transaction or those benefits taking longer than anticipated to be
realized; (iii) the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of the Company's
securities; (iv) the risk that the transaction may not be completed by the
Company's business combination deadline and the potential failure to obtain
further extensions of the business combination deadline if sought by the
Company; (v) the failure to satisfy the conditions to the consummation of the
transaction, including the approval of the business combination agreement by the
shareholders of the Company, the satisfaction of the minimum cash on hand
condition following redemptions by the public shareholders of the Company and
the receipt of any governmental and regulatory approvals; (vi) the occurrence of
any event, change or other circumstance that could give rise to the termination
of the business combination agreement; (vii) the impact of COVID-19 on Aeries's
business and/or the ability of the parties to complete the proposed transaction;
(viii) the effect of the announcement or pendency of the transaction on Aeries's
business relationships, performance, and business generally; (ix) risks that the
proposed transaction disrupts current plans and operations of Aeries and
potential difficulties in Aeries employee retention as a result of the proposed
transaction; (x) the outcome of any legal proceedings that may be instituted
against Aeries or the Company related to the business combination agreement or
the proposed transaction; (xi) the ability to maintain the listing of the
Company's securities on the Nasdaq Global Market or the Nasdaq Capital Market;
(xii) potential volatility in the price of the Company's securities due to a
variety of factors, including economic conditions and the effects of these
conditions on Aeries's clients' businesses and levels of activity, changes in
laws and regulations affecting Aeries's business and changes in the combined
company's capital structure; (xiii) the ability to implement business plans,
identify and realize additional opportunities and achieve forecasts and other
expectations after the completion of the proposed transaction; (xiv) the risk
that the post-combination company may never achieve or sustain profitability;
(xvii) the Company's potential need to raise additional capital to execute its
business plan, which capital may not be available on acceptable terms or at all;
and (xv) the risk that the post-combination company experiences difficulties in
managing its growth and expanding operations.
These risks, as well as other risks related to the proposed transaction, will be
included in the Proxy that we intend to file with the Securities and Exchange
Commission ("SEC") in connection with the proposed transaction. While the list
of factors presented here is, and the list of factors that we intend to present
in the Proxy to be filed with the SEC are, considered representative, no such
list should be considered to be a complete statement of all potential risks and
uncertainties. For additional information about other factors that could cause
actual results to differ materially from those described in the forward-looking
statements, please refer to the Company's periodic reports and other filings
with the SEC, including the risk factors identified in the Company's most recent
Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The
forward-looking statements included in this communication are made only as of
the date hereof. Neither the Company nor Aeries undertakes any obligation to
update any forward-looking statements to reflect subsequent events or
circumstances, except as required by law.
--------------------------------------------------------------------------------
No Offer or Solicitation
This Current Report is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to sell or to buy any securities or a
solicitation of any vote or approval and is not a substitute for the Proxy or
any other document that the Company may file with the SEC or send to the
Company's shareholders in connection with the proposed transaction.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Form of Non-Redemption Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses