The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
Also simultaneously with the closing of the IPO, pursuant to the Underwriting Agreement, the Company issued an aggregate of 73,929 ordinary shares of the Company (the “Representative Shares”) to the Representative, including 8,929 additional Representative Shares issued as a result of the Representative’s partial exercise of its Over-Allotment Option. The Representative has agreed not to transfer, assign or sell any of the Representative Shares (except in limited circumstances, as described in the Underwriting Agreement) until the completion of the Company’s initial business combination. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Representative Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective May 16, 2022, Jiangping (Gary) Xiao, Gregory de Richemont and Hang Zhou were appointed to the board of directors of the Company (the “Board”). Mr. Xiao, Mr. de Richemont, and Mr. Zhou are independent directors. Effective May 16, 2022, Mr. Xiao, Mr. de Richemont, and Mr. Zhou were also appointed to the Board’s (i) Audit Committee, with Mr. Xiao serving as chair of the Audit Committee, (ii) Compensation Committee, with Mr. Zhou serving as chair of the Compensation Committee, and (iii) Nominating and Corporate Governance Committee, with Mr. Zhou serving as chair of the Nominating and Corporate Governance Committee.
The Board is comprised of the following three classes: the first class of directors, Class I, consists of Hang Zhou, and will expire at the Company’s first annual meeting of shareholders after the IPO; the second class of directors, Class II, consists of Jiangping (Gary) Xiao and Gregory De Richemont, and will expire at the Company’s second annual meeting of shareholders after the IPO; and the third class of directors, Class III, consists of Yoann Delwarde and Zheng Yuan, and will expire at the Company’s third annual meeting of shareholders after the IPO.
On August 9, 2022, in connection with their appointments to the Board, each director entered into a Letter Agreement as well as an Indemnity Agreement with the Company in the forms attached hereto as Exhibits 10.1 and 10.4, respectively.
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. The foregoing descriptions of the Letter Agreements and the Indemnity Agreements do not purport to be complete and are qualified in their entireties by reference to the form of Letter Agreement and the form of Indemnity Agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.4 to the Registration Statement, respectively, and are incorporated herein by reference.
| Item 5.03. | Amendments to Certificate of Incorporation or Bylaws |
On May 19, 2022, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Company’s Amended and Restated Articles and Memorandum of Association is attached as Exhibit 3.1 hereto, and is incorporated by reference herein.
On August 9, 2022, the Company issued a press release announcing the pricing of its IPO, a copy of which is filed as Exhibit 99.1 hereto. On August 12, 2022, the Company issued a press release announcing the closing of its IPO, a copy of which is filed as Exhibit 99.2 hereto.
