WORLDWIDE WEBB ACQUISITION CORP. Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company, Amalgamation Sub and AARK, and by the sole shareholders of each of Amalgamation Sub and AARK.
The Business Combination
The Business Combination Agreement provides that, among other things, at the
closing (the "Closing") of the transactions contemplated by the Business
Combination Agreement, in accordance with Section 215A of the Singapore
Companies Act, Amalgamation Sub and AARK will amalgamate and continue as one
company (the "Amalgamation"), with AARK being the surviving entity and becoming
a subsidiary of the Company. Since Aeries is a subsidiary of AARK, upon the
closing of the Business Combination it will be an indirect subsidiary of the
Company. In connection with the Business Combination, the Company will change
its name to "
The Business Combination is expected to close in the [third] quarter of 2023, subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals and the required approval by the shareholders of the Company.
Business Combination Consideration
The aggregate consideration to be received by the owners of AARK and Aeries is
based on a pre-transaction equity value of Aeries of
• All AARK Ordinary Shares that are issued and outstanding prior to the
effective time of the Amalgamation ("Effective Time") will remain issued
and outstanding following the Effective Time and continue to be held by
the Sole Shareholder.
• All of the shares of Amalgamation Sub that are issued and outstanding as
of the Effective Time shall be automatically converted into a number of
newly issued AARK Ordinary Shares dependent upon available cash of the
Company after redemptions and net of all liabilities, including
transaction expenses.
Also, in connection with the Amalgamation:
• The outstanding Class A ordinary shares of the Company that are not
redeemed prior to the Closing Date will be converted into an equal number
of Class A ordinary shares plus up to an additional 3,750,000 Class A
ordinary shares ("Bonus Shares") of the Company in aggregate; and
• The Company will issue to NewGen Advisors and Consultants DWC-LLC , a
company incorporated in Dubai, United Arab Emirates with limited
liability under registration No. 8754 (the "Class V Shareholder "), one
Class V ordinary share of the Company (the "Class V Ordinary Share"),
which Class V Ordinary Share will have voting rights equal to (1) 26.0%
of the total issued and outstanding Class A ordinary shares and (2) in
--------------------------------------------------------------------------------
certain circumstances, including the threat of a hostile change of
control of the Company, 51% of the total issued and outstanding Class A
ordinary shares and Class V Ordinary Share voting together as a class.
Upon the exchange of any AARK Ordinary Shares for Class A ordinary shares
pursuant to the Exchange Agreement (collectively, the "Converted
Shares"), the voting power of the Class V Ordinary Share will be reduced
in proportion to the AARK Ordinary Shares exchanged to that of the AARK
Ordinary Shares held by the Sole Shareholder on Closing.
At the Effective Time (1) holders of the approximately 30% of Aeries shares that
are not owned by AARK (the "Aeries Holders") will enter into exchange agreements
with Aeries and the Company, and (2) the Sole Shareholder will (and will cause
the Class
Governance
The Parties have agreed to take actions such that, effective immediately after
the Closing of the Business Combination: (1) the Company board of directors
shall consist of seven directors, which shall be divided into three classes,
designated Class I, II and III, with Class I consisting of three directors,
Class II consisting of two directors and Class III consisting of two directors;
and (2) the members of the board shall include
Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and
covenants of each of the Parties thereto that are customary for transactions of
this type, including, among others, covenants providing for (1) certain
limitations on the operation of the Parties' respective businesses prior to
consummation of the Business Combination, (2) the Parties' efforts to satisfy
conditions to consummation of the Business Combination, including by obtaining
necessary approvals from governmental agencies, (3) prohibitions on the Parties
soliciting alternative transactions, (4) the Company preparing and filing a
proxy statement with the
In addition, the Company has agreed to adopt an employee share option plan, as described in the Business Combination Agreement.
Conditions to
The obligations of the Parties to consummate the Business Combination are subject to certain closing conditions, including, but not limited to: (1) the approval of the Company's shareholders; (2) the Company's Class A ordinary shares to be issued in connection with the Business Combination transactions shall have been approved for listing on the Nasdaq Global Market or the Nasdaq Capital Market, subject to official notice of issuance; (3) no governmental authority has enacted, issued, promulgated, enforced or entered any law (that has not been rescinded) or governmental order which could make the transactions illegal or which otherwise prevents or prohibits consummation of the transactions; (4) no action initiated by a governmental authority shall be pending that could enjoin or prohibit the consummation of the transactions; and (5) the receipt of an opinion and accompanying reliance letter from a global accounting firm.
The obligations of AARK to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (1) the representations and warranties of the Company and Amalgamation Sub being true and correct to the standards applicable to such representations and warranties, (2) each of the covenants of the Company and Amalgamation Sub under the Business Combination Agreement and the other transaction documents and each of the covenants of the Sponsor under the Sponsor Support Agreement shall have been performed in all material respects and (3) delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination.
--------------------------------------------------------------------------------
In addition, the obligations of the Company and Amalgamation Sub to consummate the Business Combination are also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (1) the representations and warranties of AARK being true and correct to the standards applicable to such representations and warranties and each of the covenants of AARK having been performed or complied with in all material respects, (2) delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination, (3) delivery of evidence of consummation of the Pre-Closing Restructuring (as defined in the Business Combination Agreement), . . .
Item 7.01. Regulation FD Disclosure.
On
Attached as Exhibit 99.2 and incorporated herein by reference is the management
presentation dated
Attached as Exhibit 99.3 and incorporated herein by reference is a transcript of
an investor call to be held on
The foregoing (including Exhibits 99.1, 99.2 and 99.3) are being furnished pursuant to Item 7.01 of Form 8-K and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will the foregoing be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Where You Can Find Additional Information
This Current Report relates to a proposed business combination transaction among
the Company and AARK pursuant to which AARK and Aeries would become subsidiaries
of the Company, and the Company would be renamed
Investors and security holders may obtain free copies of the proxy statement (if
and when available) and other documents that are filed or will be filed with the
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 partial-year ended
--------------------------------------------------------------------------------
of their direct and indirect interests, by security holdings or otherwise, will
be contained in the proxy statement and other relevant materials to be filed
with the
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements, including, among other
things, 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 report, 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. The forward-looking statements
contained in this report are also subject to additional risks, uncertainties,
and factors, including those described in the Company's most recent Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q and other documents filed
or to be filed with the
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
statement or any other document that the Company may file with the
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1† Business Combination Agreement, dated as ofMarch 11, 2023 (this "Agreement"), by and amongWorldwide Webb Acquisition Corp. ,WWAC Amalgamation Sub Pte. Ltd. andAark Singapore Pte. Ltd. 10.1 Form of Exchange Agreement by and amongAeries Technology, Inc. ,Aeries Technology Group Business Accelerators Private Limited ,Aark Singapore Pte. Ltd. and the shareholders listed on the signature page. 10.2 Sponsor Support Agreement by and among Worldwide Acquisition Sponsor, LLC,Worldwide Webb Acquisition Corp. andAark Singapore Pte. Ltd. 10.3 Sellers Support Agreement by and amongAark Singapore Pte. Ltd. ,Worldwide Webb Acquisition Corp. , and certain of the shareholders ofAeries Technology Group Business Accelerators Private Limited . 99.1 Press Release datedMarch 13, 2023 . 99.2 Management Presentation datedMarch 13, 2023 . 99.3 Transcript of Investor Call datedMarch 13, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request.
--------------------------------------------------------------------------------
© Edgar Online, source
