Cayman Islands | | | 6770 | | | N/A |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Rod Miller, Esq. Milbank LLP 55 Hudson Yards New York, New York 10001 Tel: 212-530-5000 and | | | Michael Johns Maples and Calder (Cayman) LLP PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: 345-949-8066 | | | Shearman & Sterling LLP |
David H. Zemans Naomi J. Ishikawa, Esq. Milbank LLP Marina Bay Financial Centre #36-03 Tower 3 Singapore 018982 Tel: +65 6428-2400 | | | | |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | | ☐ | | | (Do not check if a smaller reporting company) | | | Smaller reporting company | | | ☒ |
| | | | | | Emerging growth company | | | ☒ |
CALCULATION OF REGISTRATION FEE | CALCULATION OF REGISTRATION FEE | CALCULATION OF REGISTRATION FEE | ||||||||||||||||||||||
Title of Each Class of Security Being Registered | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee | | | Amount Being Registered | | | Proposed Maximum Offering Price per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-quarter of one warrant(2)(3) | | | 34,500,000 Units | | | $10.00 | | | $345,000,000 | | | $37,640 | | | 17,250,000 Units | | | $10.00 | | | $172,500,000 | | | $18,820 |
Class A ordinary shares included as part of the units(2)(3)(4) | | | 34,500,000 Shares | | | — | | | — | | | —(5) | | | 17,250,000 Shares | | | — | | | — | | | —(5) |
Warrants included as part of the units(3) | | | 8,625,000 Warrants | | | — | | | — | | | —(5) | | | 4,312,500 Warrants | | | — | | | — | | | —(5) |
Total | | | | | — | | | $345,000,000 | | | $37,640 | | | | | — | | | $172,500,000 | | | $18,820 |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | Includes |
(3) | Maximum number of Class A ordinary shares and warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters described above. |
(4) | Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. |
(5) | No fee pursuant to Rule 457(g) under the Securities Act. |
| | Per Unit | | Total | | | Per Unit | | Total | |||
Public offering price | | $10.00 | | $300,000,000 | | $10.00 | | $150,000,000 | ||||
Underwriting discounts and commissions(1) | | $0.55 | | $16,500,000 | | $0.55 | | $8,250,000 | ||||
Proceeds, before expenses, to us | | $9.45 | | $283,500,000 | | $9.45 | | $141,750,000 |
(1) | Includes $0.35 per unit, or |
Credit Suisse | | | Goldman Sachs (Asia) L.L.C. |
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• | one Class A ordinary share; and |
• | one-quarter of one warrant. |
(1) | Assumes no exercise of the underwriters’ over-allotment option and the forfeiture by our sponsor of |
(2) | Consists solely of founder shares outstanding as of the date of this prospectus and includes up to |
(3) | Founder shares are currently classified as Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” |
(4) | Includes |
(5) | Includes |
• | 30 days after the completion of our initial business combination; and |
• | 12 months from the closing of this offering; |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and |
• | if, and only if, the last reported sale price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like). |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants and Forward Purchase Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below), except as otherwise described herein; |
• | if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. |
• | only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason; |
• | the founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial shareholders and officers have entered into with us, as described in more detail below; |
• | pursuant to such letter agreement, our initial shareholders and officers and pursuant to the forward purchase agreement, the forward purchaser have agreed to (i) waive their redemption rights with respect to their founder shares, forward purchase shares and public shares, held by them, as applicable, in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares, forward purchase shares and public shares, held by them, as applicable in connection with a shareholder vote to approve an amendment to our memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares, and forward purchase shares, as applicable, if we do not complete our initial business combination within 24 months from the closing of this offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a shareholder vote to amend our memorandum and articles of association (an “Extension Period”) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we do not complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our initial shareholders, officers and the forward |
• | the founder shares are automatically convertible into our Class A ordinary shares on the first business day following the completion of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights;” and |
• | the holders of the founder shares are entitled to registration rights. |
• | the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering (excluding underwriting commissions); and |
• | any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to |
• | Reimbursement of funds advanced to us by our sponsor to cover offering-related and organizational expenses; |
• | Payment of $10,000 per month for overhead expenses and related services provided to us by an affiliate of our sponsor; |
• | Reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the initial business combination and their services to us; |
• | Payment of fees and reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; |
• | We may engage our sponsor or an affiliate of our sponsor for advisory or other services in connection with our initial business combination and may pay such entity a fee in an amount that constitutes a market standard fee for comparable transactions; |
• | The reimbursement of reasonable out-of-pocket expenses incurred by the independent directors in connection with fulfilling their roles as directors; and |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. |
Balance Sheet Data: | | | As of 2021 |
Working capital (deficiency) | | | $ |
Total assets | | | $ |
Total liabilities | | | $ |
Shareholder’s equity | | | $ |
| | Without Over-Allotment Option | | Over-Allotment Option Exercised in Full | | | Without Over-Allotment Option | | Over-Allotment Option Exercised in Full | |||
Gross proceeds | | | | | ||||||||
Gross proceeds from units offered to public(1) | | $300,000,000 | | $345,000,000 | | $150,000,000 | | $172,500,000 | ||||
Gross proceeds from private placement warrants offered in the private placement | | 8,000,000 | | 8,900,000 | | 5,000,000 | | 5,450,000 | ||||
Total gross proceeds | | $308,000,000 | | $353,900,000 | | $155,000,000 | | $177,950,000 | ||||
Offering expenses(2) | | | | | ||||||||
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | $6,000,000 | | $6,900,000 | | $3,000,000 | | $3,450,000 | ||||
Legal fees and expenses | | 325,000 | | 325,000 | | 325,000 | | 325,000 | ||||
Printing and engraving expenses | | 40,000 | | 40,000 | | 40,000 | | 40,000 | ||||
Accounting fees and expenses | | 100,000 | | 100,000 | | 100,000 | | 100,000 | ||||
SEC/FINRA Expenses | | 90,000 | | 90,000 | | 97,500 | | 97,500 | ||||
Travel and road show | | — | | — | | — | | — | ||||
NYSE listing and filing fees | | 85,000 | | 85,000 | | 85,000 | | 85,000 | ||||
Director & Officer liability insurance premiums | | 350,000 | | 350,000 | | 300,000 | | 300,000 | ||||
Miscellaneous | | 10,000 | | 10,000 | | 52,500 | | 52,500 | ||||
Total offering expenses (other than underwriting commissions) | | $1,000,000 | | $1,000,000 | | $1,000,000 | | $1,000,000 | ||||
Proceeds after offering expenses | | $301,000,000 | | $346,000,000 | | $151,000,000 | | $173,500,000 | ||||
Held in trust account(4) | | $300,000,000 | | $345,000,000 | | $150,000,000 | | $172,500,000 | ||||
% of public offering size | | 100% | | 100% | | 100% | | 100% | ||||
Not held in trust account | | $1,000,000 | | $1,000,000 | | $1,000,000 | | $1,000,000 |
| | Amount | | | % of Total | |
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5) | | | $400,000 | | | 40.0% |
Legal and accounting fees related to regulatory reporting obligations | | | 205,000 | | | 20.5% |
Payment for overhead expenses and related services | | | 240,000 | | | 24.0% |
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target | | | 50,000 | | | 5.0% |
NYSE fees | | | 75,000 | | | 7.5% |
Working capital to cover miscellaneous expenses | | | 30,000 | | | 3.0% |
Total | | | $1,000,000 | | | 100.0% |
(1) | Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination. |
(2) | In addition, a portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that have been allocated for the payment of offering expenses other than underwriting commissions. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses. |
(3) | The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, |
(4) | These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. |
(5) | Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing. |
| | No exercise of over-allotment option | | Exercise of over-allotment option in full | | | No exercise of over-allotment option | | Exercise of over-allotment option in full | |||
Public offering price | | 10.00 | | 10.00 | | $10.00 | | $10.00 | ||||
Net tangible book deficit before this offering | | (0.00) | | (0.00) | | (0.08) | | (0.08) | ||||
Increase attributable to public shares | | 0.49 | | 0.43 | | 0.99 | | 0.88 | ||||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | 0.49 | | 0.43 | | 0.91 | | 0.80 | ||||
Dilution to public shareholders | | 9.51 | | 9.57 | | $9.09 | | $9.20 | ||||
Percentage of dilution to public shareholders | | 95.1% | | 95.7% | | 90.9% | | 92.0% |
| | Shares Purchased | | Total Consideration | | | Average Price per Share | | | Shares Purchased | | Total Consideration | | | Average Price per Share | |||||||||||||||
| | Number | | Percentage | | Amount | | Percentage | | | | Number | | Percentage | | Amount | | Percentage | | |||||||||||
Class B Ordinary Shares(1) | | 7,5000,000 | | 20.0% | | $25,000 | | 0.01% | | $0.003 | | 3,750,000 | | 20.0% | | $25,000 | | 0.02% | | $0.0067 | ||||||||||
Public Shareholders | | 30,000,000 | | 80.0% | | $300,000,000 | | 99.99% | | $10.00 | | 15,000,000 | | 80.0% | | $150,000,000 | | 99.98% | | $10.00 | ||||||||||
Total | | 37,500,000 | | 100.0% | | $300,025,000 | | 100.0% | | | 18,750,000 | | 100.0% | | $150,025,000 | | 100.0% | |
(1) | Assumes no exercise of the underwriters’ over-allotment option and forfeiture of |
Numerator: | | | |
Net tangible book deficit before this offering | | | $ |
Net proceeds from this offering and sale of the private placement warrants(1) | | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering | | | |
Plus: Prepaid insurance | | | 300,000 |
Less: Deferred underwriting commissions | | | |
Less: Warrant | | | |
Less: Forward purchase agreement liability | | | (2,000,000) |
Less: Amount of Class A ordinary shares subject to redemption to maintain net tangible assets of | | | ( |
| | $ | |
Denominator: | | | |
Class B ordinary shares outstanding prior to this offering | | | |
Class B ordinary shares forfeited if over-allotment option is not exercised | | | |
Class A ordinary shares included in the units offered | | | |
Less: Shares subject to redemption to maintain net tangible assets of | | | ( |
| |
(1) | Expenses applied against gross proceeds include offering expenses of $1,000,000 and underwriting commissions of |
(2) | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business—Effecting Our Initial Business Combination—Permitted Purchases of Our Securities.” |
| | February 11, 2021 | | | June 30, 2021 | |||||||
| | Actual | | As Adjusted | | | Actual | | As Adjusted | |||
Note Payable - related party(1) | | $5,000 | | — | | $250,000 | | — | ||||
Deferred underwriting commissions | | — | | 10,500,000 | | — | | 5,250,000 | ||||
Warrant Liability(2) | | — | | 12,245,000 | | — | | 6,762,500 | ||||
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 and 27,327,499 shares are subject to possible redemption, respectively(3) | | — | | 273,274,990 | ||||||||
Forward purchase agreement liability | | | 2,000,000 | |||||||||
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 and 13,230,706 shares are subject to possible redemption, respectively(3) | | — | | 132,307,060 | ||||||||
Preferred shares, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding, actual and as adjusted | | — | | — | | — | | — | ||||
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 and 2,672,501 shares issued and outstanding (excluding 0 and 27,327,499 shares subject to possible redemption) actual and as adjusted, respectively | | — | | 267 | ||||||||
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 8,625,000 and 7,500,000 shares issued and outstanding, actual and as adjusted, respectively(4) | | 863 | | 750 | ||||||||
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 and 1,769,294 shares issued and outstanding (excluding 0 and 13,230,706 shares subject to possible redemption) actual and as adjusted, respectively | | — | | 177 | ||||||||
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 4,312,500 and 3,750,000 shares issued and outstanding, actual and as adjusted, respectively(4) | | 431 | | 375 | ||||||||
Additional paid-in capital | | 24,137 | | 5,418,132 | | 24,569 | | 7,231,367 | ||||
Accumulated deficit | | (5,000) | | (419,139) | | (5,439) | | (2,231,918) | ||||
Total shareholder’s equity | | 20,000 | | 5,000,010 | | 19,561 | | 5,000,001 | ||||
Total capitalization | | $25,000 | | $301,020,000 | | $269,561 | | $151,319,561 |
(1) | Our sponsor may loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of |
(2) | We will account for the |
(3) | Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. |
(4) |
| | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation | | | If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers, advisors or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial shareholders, directors, officers, advisors or their respective affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation | | | If we are unable to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of then outstanding public shares. |
| | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
| | that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. | | | ||
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Impact to remaining shareholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | $ | | | Approximately |
| | | |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Investment of net proceeds | | | $ | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. |
Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest, net of taxes payable, that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. |
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Limitation on fair value or net assets of target business | | | The NYSE rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. |
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Trading of securities issued | | | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC and Goldman Sachs (Asia) L.L.C. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We anticipate filing such Current Report on Form 8-K four business days from the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | reflect the exercise of the over-allotment option. | | | ||
| | | | |||
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. |
| | | | |||
Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the Company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the Company’s registration statement, to decide if he, she or it elects to remain a shareholder of the Company or require the return of his, her or its investment. If the Company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in |
| | contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote in favor of the business combination of a majority of the ordinary shares represented in person or by proxy and entitled to vote therein and who vote at a general meeting. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. | | | the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | | |||
Business combination deadline | | | If we are unable to complete an initial business combination within 24 months from the closing of this offering or during | | | If an initial business combination has not been completed within 18 months after the effective date of the Company’s registration |
| | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | any Extension Period, we will (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 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, 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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | statement, funds held in the trust or escrow account are returned to investors. | |
| | | | |||
Release of funds | | | Except for the withdrawal of interest to pay our income taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or during any Extension Period, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. |
Name | | | Age | | | Position |
G. Raymond Zage, III | | | 51 | | | Chairman and CEO |
Ashish Gupta | | | 45 | | | Director and President |
Carman Wong | | | | | Director Nominee | |
Diana Luo | | | 43 | | | Chief Financial Officer |
Peter Chambers | | | 65 | | | Chief Operating Officer |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
G. Raymond Zage, III | | | Tiga Investments Pte. Ltd(1) | | | Holding Company | | | CEO |
| | Tiga Acquisition Corp. | | | Blank Check Company | | | CEO | |
| | Tiga Acquisition Corp. II | | | Blank Check Company | | | CEO | |
| | Tiga Acquisition Corp. IV | | | Blank Check Company | | | CEO | |
| | Tiga Acquisition Corp. V | | | Blank Check Company | | | CEO | |
| | Tiga Sponsor LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor II LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor IV LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor V LLC | | | Holding Company | | | Manager | |
| | EDBI Pte Ltd | | | Fund Management | | | Director | |
| | PT Lippo Karawaci Tbk | | | Real Property | | | Commissioner | |
| | PT Aplikasia Karya Anak Bangsa | | | Technology | | | Commissioner | |
| | Whitehaven Coal Limited | | | Resources | | | Director | |
| | Toshiba Corporation | | | Electronics | | | Director | |
| | Deposco, Inc. | | | Software | | | Director | |
| | Cosmose Limited | | | Technology | | | Director | |
| | DBag Shopping Limited | | | Services | | | Director | |
| | Farallon Capital Asia (S) Pte Ltd | | | Investment | | | Senior Advisor | |
| | | | | | ||||
Ashish Gupta | | | Lawl Pte. Ltd. | | | Investment | | | Director |
| | PT Bukit Makmur Mandiri Utama | | | Mining Services | | | Nominee Commissioner | |
| | Tiga Acquisition Corp. | | | Blank Check Company | | | President | |
| | Tiga Acquisition Corp. II | | | Blank Check Company | | | President | |
| | Tiga Acquisition Corp. IV | | | Blank Check Company | | | President | |
| | Tiga Acquisition Corp. V | | | Blank Check Company | | | President | |
| | Tiga Sponsor LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor II LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor IV LLC | | | Holding Company | | | Manager | |
| | Tiga Sponsor V LLC | | | Holding Company | | | Manager | |
| | Agincourt Resources (S) Ltd. | | | Resources | | | Director | |
| | Farallon Capital Asia (S) Pte Ltd | | | Investment | | | Advisor | |
| | | | | | ||||
Carman Wong | | | Tiga Acquisition Corp. | | | Blank Check Company | | | Director |
| | Tiga Acquisition Corp. II | | | Blank Check Company | | | Director | |
| | | | | | ||||
Diana Luo | | | Tiga Acquisition Corp. | | | Blank Check Company | | | CFO |
| | Tiga Acquisition Corp. II | | | Blank Check Company | | | CFO | |
| | Tiga Acquisition Corp. IV | | | Blank Check Company | | | CFO | |
| | Tiga Acquisition Corp. V | | | Blank Check Company | | | CFO |
Individual | | | Entity | | | Entity’s Business | | | Affiliation |
Peter Chambers | | | PT Kredit Pintar | | | FinTech | | | Director |
| | PT Bukit Makmur Mandiri Utama | | | Mining Services | | | Nominee Commissioner | |
| | PT Siloam Hospitals Tbk | | | Healthcare | | | Commissioner | |
| | PT Lippo Karawaci Tbk | | | Real Estate | | | Advisor / Member of the Audit Committee | |
| | Farallon Capital Asia (S) Pte Ltd | | | Investment | | | Advisor | |
| | PT BBIP | | | Mining Services | | | Director | |
| | Indo Mining Limited | | | Mining | | | Director | |
| | PT SRLabs | | | Technology | | | Director | |
| | Tiga Acquisition Corp. | | | Blank Check Company | | | COO | |
| | Tiga Acquisition Corp. II | | | Blank Check Company | | | COO | |
| | Tiga Acquisition Corp. IV | | | Blank Check Company | | | COO | |
| | Tiga Acquisition Corp. V | | | Blank Check Company | | | COO |
(1) | Includes all portfolio companies of Tiga Investments Pte. Ltd. Mr. Zage and Mr. Gupta also serve as directors of holding companies under Tiga Investments Pte. Ltd. |
| | | Approximate Percentage of Outstanding Ordinary Shares | | | | Approximate Percentage of Outstanding Ordinary Shares | |||||||||||
Name and Address of Beneficial Owner(1) | | Number of Shares Beneficially Owned(2) | | Before Offering | | After Offering(2) | | Number of Shares Beneficially Owned(2) | | Before Offering | | After Offering(2) | ||||||
Tiga Sponsor III LLC | | 8,605,000 | | 99.8% | | 19.9% | | 4,292,500 | | 99.5% | | 19.9% | ||||||
G. Raymond Zage, III(3) | | 8,605,000 | | 99.8% | | 19.9% | | 4,292,500 | | 99.5% | | 19.9% | ||||||
Ashish Gupta(3) | | 8,605,000 | | 99.8% | | 19.9% | | 4,292,500 | | 99.5% | | 19.9% | ||||||
Carman Wong | | 20,000 | | 0.2% | | 0.1% | | 20,000 | | 0.5% | | 0.1% | ||||||
Diana Luo | | ��� | — | | — | | — | | — | | — | | — | |||||
Peter Chambers | | — | | — | | — | | — | | — | | — | ||||||
All directors, director nominees and executive officers as a group (five individuals) | | 8,625,000 | | 100.0% | | 20.0% | | 4,312,500 | | 100.0% | | 20.0% |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Tiga Acquisition Corp. III, 250 North Bridge Road, #24-00, Raffles City Tower, Singapore 179101. |
(2) | Interests shown consist solely of shares of Class B ordinary shares which are referred to herein as founder shares. Such shares will automatically convert into shares of Class A ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.” |
(3) | Tiga Sponsor III LLC, our sponsor, is the record holder of the Class B ordinary shares reported herein. The managers of our sponsor, Messrs. Zage and Gupta, by virtue of their shared control over our sponsor, may be deemed to beneficially own shares held by our sponsor. |
(i) | Public Shareholders’ Warrants and Forward Purchase Warrants |
(ii) | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 |
(iii) | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 |
| | Fair Market Value of Class A Ordinary Shares | |||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | $18.00≥ |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
(iv) | Private Placement Warrants |
(i) | Public Shareholders’ Warrants and Forward Purchase Warrants |
(ii) | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 |
(iii) | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 |
| | Fair Market Value of Class A Ordinary Shares | |||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | $18.00≥ |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
(iv) | Private Placement Warrants |
(i) | Public Shareholders’ Warrants and Forward Purchase Warrants |
(ii) | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 |
(iii) | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 |
| | Fair Market Value of Class A Ordinary Shares | |||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | $18.00≥ |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
(iv) | Private Placement Warrants |
(i) | Rule 144 |
1. | That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and |
2. | In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
2.1 | On or in respect of the shares, debentures or other obligations of the Company; or |
2.2 | by way of the withholding in whole or part, of any relevant payment as defined in the Tax Concessions Law. |
Underwriter | | | Number of Units |
Credit Suisse Securities (USA) LLC | | | |
Goldman Sachs (Asia) L.L.C. | | | |
Total | | |
| | Per Unit(1) | | | Total(1) | |||||||
| | Without Over- allotment | | | With Over- allotment | | | Without Over- allotment | | | With Over- allotment | |
Underwriting Discounts and Commissions paid by us | | | $0.55 | | | $0.55 | | | $16,500,000 | | | $18,975,000 |
| | Per Unit(1) | | | Total(1) | |||||||
| | Without Over- allotment | | | With Over- allotment | | | Without Over- allotment | | | With Over- allotment | |
Underwriting Discounts and Commissions paid by us | | | $0.55 | | | $0.55 | | | $8,250,000 | | | $9,487,500 |
(1) | Includes $0.35 per unit, or |
(a) | to any legal entity which is a qualified investor as defined under the Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or |
(c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
(a) | to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined in the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the manager for any such offer; or |
(c) | at any time in any other circumstances falling within section 86 of the FSMA, |
(a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the Company; and |
(b) | it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom. |
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| | June 30, 2021 | | | February 11, 2021 | |
| | (Unaudited) | | | ||
ASSETS | | | | | ||
Current assets - cash | | | $109,999 | | | $— |
Deferred offering costs | | | 384,000 | | | 50,000 |
TOTAL ASSETS | | | $493,999 | | | $50,000 |
| | | | |||
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | ||
Accrued offering costs | | | $224,438 | | | $25,000 |
Promissory note – related party | | | 250,000 | | | 5,000 |
Total Current Liabilities | | | 474,438 | | | 30,000 |
| | | | |||
Commitments and Contingencies | | | | | ||
Shareholder’s Equity | | | | | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | | | — | | | — |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding | | | — | | | — |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,312,500 shares issued and outstanding(1)(2) | | | 431 | | | 431 |
Additional paid-in capital | | | 24,569 | | | 24,569 |
Accumulated deficit | | | (5,439) | | | (5,000) |
Total Shareholder’s Equity | | | 19,561 | | | 20,000 |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | | | $493,999 | | | $50,000 |
(1) | Includes an aggregate of up to |
(2) | In July 2021, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 shares of Class B ordinary shares, which the Company cancelled, resulting in an aggregate of 4,312,500 shares of Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5). |
| | For the Period from February 3, 2021 (Inception) through June 30, 2021 | | | For the Period from February 3, 2021 (Inception) through February 11, 2021 | |
| | (Unaudited) | | | ||
Formation and operating costs | | | $(5,439) | | | $(5,000) |
Net loss | | | $(5,439) | | | $(5,000) |
Weighted average Class B ordinary shares outstanding, basic and diluted(1)(2) | | | 3,750,000 | | | 3,750,000 |
Basic and diluted net loss per Class B ordinary share | | | $(0.00) | | | $(0.00) |
(1) | Excludes an aggregate of up to |
(2) | In July 2021, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 shares of Class B ordinary shares, which the Company cancelled, resulting in an aggregate of 4,312,500 shares of Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5). |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Shareholder’s Equity | | | Class B Ordinary Shares | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Shareholder’s Equity | |||||||||||
| | Shares | | Amount | | | | Shares | | Amount | | |||||||||||||||||||
Balance – February 3, 2021 (inception) | | — | | $— | | $— | | $— | | $— | | — | | $— | | $— | | $— | | $— | ||||||||||
Issuance of Class B ordinary shares to Sponsor | | 8,625,000 | | 863 | | 24,137 | | — | | 25,000 | | 4,312,500 | | 431 | | 24,569 | | — | | 25,000 | ||||||||||
Net loss | | — | | — | | — | | (5,000) | | (5,000) | | — | | — | | — | | (5,000) | | (5,000) | ||||||||||
Balance – February 11, 2021 | | 8,625,000 | | $863 | | $24,137 | | $(5,000) | | $20,000 | | 4,312,500 | | $431 | | $24,569 | | $(5,000) | | $20,000 | ||||||||||
Net loss | | — | | — | | — | | (439) | | (439) | ||||||||||||||||||||
Balance – June 30, 2021 (unaudited) | | 4,312,500 | | $431 | | $24,569 | | $(5,439) | | $19,561 |
(1) | Includes an aggregate of up to |
(2) | In July 2021, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 shares of Class B ordinary shares, which the Company cancelled, resulting in an aggregate of 4,312,500 shares of Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 5). |
| | For the Period from February 3, 2021 (Inception) through June 30, 2021 | | | For the Period from February 3, 2021 (Inception) through February 11, 2021 | |
| | (Unaudited) | | | ||
Cash Flows from Operating Activities: | | | | | ||
Net loss | | | $(5,439) | | | $(5,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | ||
Payment of formation costs through issuance of Class B ordinary shares | | | 5,000 | | | 5,000 |
Net cash used in operating activities | | | (439) | | | — |
Cash Flows from Financing Activities: | | | | | ||
Proceeds from promissory note – related party | | | 147,550 | | | — |
Payment of offering costs | | | (37,112) | | | — |
Net cash used in operating activities | | | 110,438 | | | — |
| | | | |||
Net Change in Cash | | | 109,999 | | | — |
Cash – Beginning of period | | | — | | | — |
Cash – End of period | | | $109,999 | | | $— |
| | | | |||
Non-cash investing and financing activities: | | | | | ||
Deferred offering costs included in accrued offering costs | | | $224,438 | | | $25,000 |
Deferred offering costs paid through promissory note from related party | | | $102,450 | | | $5,000 |
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | | | $20,000 | | | $20,000 |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC/FINRA expenses | | | $ |
Accounting fees and expenses | | | 100,000 |
Printing and engraving expenses | | | 40,000 |
Travel and road show expenses | | | — |
Legal fees and expenses | | | 325,000 |
Listing and filing fees | | | 85,000 |
Director & Officers liability insurance premiums(1) | | | |
Miscellaneous | | | |
Total | | | $1,000,000 |
(1) | This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination. |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
Exhibit No. | | | Description |
1.1* | | | Form of Underwriting Agreement. |
3.1** | | | Memorandum and Articles of Association. |
3.2** | | | Form of Amended and Restated Memorandum and Articles of Association. |
4.1** | | | Form of Specimen Unit Certificate. |
4.2** | | | Form of Specimen Ordinary Share Certificate. |
4.3* | | | Form of Specimen Warrant Certificate (included in Exhibit 4.4). |
4.4* | | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
5.1* | | | Form of Opinion of Milbank LLP. |
5.2* | | | Form of Opinion of Maples and Calder (Cayman) LLP, Cayman Islands Legal Counsel to the Registrant. |
10.1** | | | Form of Letter Agreement among the Registrant, Tiga Sponsor III LLC and each of the directors and officers of the Registrant. |
10.2* | | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
10.3* | | | Form of Registration Rights Agreement among the Registrant, Tiga Sponsor III LLC and the Holders signatory thereto. |
10.4* | | | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Holders signatory thereto. |
10.5** | | | Form of Indemnity Agreement for directors and officers of the Registrant. |
10.6** | | | Promissory Note, dated as of February 11, 2021, issued to Tiga Sponsor III LLC. |
10.7* | | | Securities Subscription Agreement, dated as of February 11, 2021 and Surrender Letter dated as of July 9, 2021 between Tiga Sponsor III LLC and the Registrant. |
10.8** | | | Form of Administrative Services Agreement between the Registrant and Tiga Investments Pte Ltd. |
10.9* | | | Form of Forward Purchase Agreement between Tiga Sponsor III LLC and the Registrant. |
14** | | | Form of Code of Business Conduct and Ethics. |
23.1* | | | Consent of WithumSmith+Brown, PC. |
23.2** | | | Consent of Milbank LLP (included on Exhibit 5.1). |
99.1** | | | Form of Audit Committee Charter. |
99.2** | | | Form of Compensation Committee Charter. |
99.3** | | | Form of Nominating and Corporate Governance Committee Charter. |
99.4** | | | Consent of Carman Wong. |
* | Filed herewith. |
** | Previously Filed. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(c) | The undersigned registrant hereby undertakes that: |
(1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(4) | For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Exhibit No. | | | Description |
| | Form of Underwriting Agreement. | |
| | Memorandum and Articles of Association. | |
| | Form of Amended and Restated Memorandum and Articles of Association. | |
| | Form of Specimen Unit Certificate. | |
| | Form of Specimen Ordinary Share Certificate. | |
| | Form of Specimen Warrant Certificate (included in Exhibit 4.4). | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
| | Form of Opinion of Milbank LLP. | |
| | Form of Opinion of Maples and Calder (Cayman) LLP, Cayman Islands Legal Counsel to the Registrant. | |
| | Form of Letter Agreement among the Registrant, Tiga Sponsor III LLC. and each of the directors and officers of the Registrant. | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
| | Form of Registration Rights Agreement among the Registrant, Tiga Sponsor III LLC and the Holders signatory thereto. | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Holders signatory thereto. | |
| | Form of Indemnity Agreement for directors and officers of the Registrant. | |
| | Promissory Note, dated as of February 11, 2021, issued to Tiga Sponsor III LLC. | |
| | Securities Subscription Agreement, dated as of February 11, 2021 and Surrender Letter dated as of July 9, 2021 between Tiga Sponsor III LLC and the Registrant. | |
| | Form of Administrative Services Agreement between the Registrant and Tiga Investments Pte Ltd. | |
| | Form of Forward Purchase Agreement between Tiga Sponsor III LLC and the Registrant. | |
| | Form of Code of Business Conduct and Ethics. | |
| | Consent of WithumSmith+Brown, PC. | |
| | Consent of Milbank LLP (included on Exhibit 5.1). | |
| | Audit Committee Charter | |
| | Compensation Committee Charter | |
| | Nominating Committee Charter | |
| | Consent of Director Nominee Carman Wong |
* | Filed herewith. |
** | Previously Filed. |
| | TIGA ACQUISITION CORP. III | ||||
| | | | |||
| | By: | | | /s/ G. Raymond Zage, III | |
| | | | Name: G. Raymond Zage, III | ||
| | | | Title: Chairman, Director and CEO |
Signature | | | Position | | | Date |
/s/ G. Raymond Zage, III | | | Chairman, Director and CEO (principal executive officer) | | | |
G. Raymond Zage, III | | | ||||
| | | | |||
/s/ Ashish Gupta | | | Director and President | | | |
Ashish Gupta | | | ||||
| | | | |||
/s/ Diana Luo | | | Chief Financial Officer (principal financial and accounting officer) | | | |
Diana Luo | | |
| | By: | | | /s/ Donald J. Puglisi | |
| | | | Name: Donald J. Puglisi | ||
| | | | Title: Authorized Representative |