Preliminary Prospectus, as used herein, means, as of any time, the prospectus relating to the Units that is included in the Registration Statement immediately prior to that time.
As used in this Agreement, business day shall mean a day on which the New York Stock Exchange (the NYSE) is open for trading. The terms herein, hereof, hereto, hereinafter and similar terms, as used in this Agreement, shall in each case refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this Agreement. The term or, as used herein, is not exclusive.
The Company has prepared and filed, in accordance with Section 12 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the Exchange Act), a registration statement (as amended, the Exchange Act Registration Statement) on Form 8-A (File No. 001- ) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the classes of securities consisting of the Units, the Ordinary Shares and the Warrants (as defined below).
The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with Continental Stock Transfer & Trust Company (CST), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the Trust Agreement), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the Trust Account) for the benefit of the Company, the Underwriters and the holders of the Firm Units and, if and when issued, the Additional Units.
The Company has entered into a Warrant Agreement, effective as of the date hereof, with CST, as warrant agent, with respect to the Warrants, any warrants that may be issued upon conversion of working capital loans and any additional warrants the Company may issue in connection with or following the Business Combination, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the Warrant Agreement), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants.
The Company has entered into a Securities Subscription Agreement, dated as of January 13, 2021, with Peridot Acquisition Sponsor II, LLC, a Delaware limited liability company (the Sponsor), as filed as Exhibit 10.7 to the Registration Statement (the Subscription Agreement), pursuant to which the Sponsor purchased an aggregate of 8,625,000 Class B ordinary shares of the Company, par value $0.0001 per share (the Class B Ordinary Shares or the Founder Shares), for an aggregate purchase price of $25,000, or approximately $0.003 per share.
The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the Private Placement Warrants Purchase Agreement), pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 warrants (or up to 8,900,000 warrants depending on the extent to which the Over-Allotment Option (as defined below) is exercised), each warrant entitling the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per share (the Private Placement Warrants and, together with the Public Warrants, the Warrants), for a purchase price of $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Public Warrants except as described in the Prospectus.