SERENDIPITY CAPITAL ACQUISITION CORP.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated , 2021
THIS WARRANT AGREEMENT (this Agreement), dated , 2021, is by and between Serendipity Capital Acquisition Corp., a Cayman Islands exempted company (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the Warrant Agent).
WHEREAS, it is proposed that the Company enter into that certain Sponsor Warrants Purchase Agreement, with Serendipity Capital Sponsor Ltd., a Cayman Islands limited liability company (the Sponsor), pursuant to which the Sponsor will purchase an aggregate of 4,833,333 warrants (or up to 5,333,333 warrants if the underwriters in the Public Offering (defined below) exercise their Over-allotment Option (as defined below) 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. Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment as described herein; and
WHEREAS, in order to finance the Companys 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 Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant; and
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one Ordinary Share and one-third of one Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 9,583,333 redeemable warrants (including up to 1,250,000 redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the Public Warrants and, together with the Private Placement Warrants, the Warrants). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (Ordinary Shares), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) registration statements on Form S-1, File No. 333-, 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; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and