The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the Trust Agreement), with Continental Stock Transfer & Trust Company (CST), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (as defined below), pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the Trust Account) for the benefit of the Company, the Underwriters and the Public Shareholders, in each case as described more fully in the Prospectus.
The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the Warrant Agreement), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants.
The Company has entered into a Securities Subscription Agreement, dated January 19, 2021, with Levere Holding GG Ltd, an English company limited by shares (Levere GG), pursuant to which Levere GG purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share (Class B Shares), of the Company, for an aggregate purchase price of $25,000. On January 19, 2021, the Company approved a share capitalization resulting in an aggregate of 7,187,500 Class B Shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the Founder Shares), 937,500 of which are subject to forfeiture depending on the extent to which the Underwriters over-allotment option is exercised. On March 15, 2021, the Company entered into an agreement with Goggo Network GmbH, a German company limited by shares (the Sponsor) and Levere GG, pursuant to which the Sponsor purchased from Levere GG 6,413,571 Class B ordinary shares held by Levere GG on that date, following the various transfers described in the Registration Statement (the Founders Purchase Agreement). The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Prospectus.
The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the Warrant Purchase Agreement), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 7,000,000 warrants (or 7,750,000 warrants if the option to purchase the Optional Units is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the Private Placement Warrants). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Prospectus.
The Company will enter into a Registration and Shareholder Rights Agreement, dated as of the Closing Date (the Registration Rights Agreement), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants, the Founder Shares, certain warrants that may be issued upon conversion of working capital loans (Working Capital Warrants) and the Ordinary Shares underlying the Private Placement Warrants and the Working Capital Warrants as described in the Prospectus.
The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof (the Insider Letter), by and among the Sponsor and each of the Companys officers, directors, and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement.
The Company has entered into an Administrative Services Agreement, dated the date hereof (the Services Agreement), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will, subject to the terms of the Services Agreement, pay to the affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for office space, administrative and support services from the date the Units are first listed on the Nasdaq Capital Market LLC (the Exchange) until the earlier of (x) the consummation of an initial Business Combination and (y) the Liquidation.
1. The Company represents and warrants to, and agrees with, each of the Underwriters that:
(a) A registration statement on Form S-1 (File No. 333-253105), pre-effective amendment no. 1 thereto and as amended, the Initial Registration Statement) in respect of the Units has been filed with the Commission; the Initial Registration Statement and any post-effective amendment thereto in the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing