Exhibit 4.4
FORM OF WARRANT AGREEMENT
THIS WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between SOAR Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), and one-third of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 7,666,667 redeemable warrants (including up to 1,000,000 redeemable warrants subject to the Over-Allotment Option (as defined below)) to public investors in the Offering (the “Public Warrants”);
WHEREAS, it is proposed that the Company enter into that certain Private Placement Warrants Purchase Agreement with SOAR Technology Sponsor, LP, a Delaware limited partnership (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 8,666,667 warrants (or up to 9,666,667 warrants if the underwriters in the Offering exercise their Over-Allotment Option in full) simultaneously with the closing of the Offering (and the closing of the Over-Allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant;
WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into up to an additional 1,333,333 Private Placement Warrants at a price of $1.50 per warrant (the “Working Capital Warrants”);
WHEREAS, in order to extend the period of time to consummate the Business Combination by an additional three months, the Sponsor (or its designees) must deposit into the trust account funds equal to one percent (1.0%) of the gross proceeds of the offering ($2,000,000 or $2,300,000 if the over-allotment option is exercised in full), for each of up to two three-month extensions, up to a total of $4,000,000 (or $4,600,000 if the underwriters’ over-allotment option is exercised in full), in exchange for a non-interest bearing, unsecured promissory note, and such loan may be convertible into warrants at a price of $1.50 per warrant (“Extension Loan Warrants” and, together with the Public Warrants, the Private Placement Warrants and the Working Capital Warrants, the “Warrants”); and
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-253273 and a prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Ordinary Shares included in the Units;
WHEREAS, each whole Warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per whole share, subject to adjustment as described herein. Only whole Warrants are exercisable, and a holder of the Public Warrants will not be able to exercise any fraction of a Warrant;