FORM OF WARRANT AGREEMENT
SPINNING EAGLE ACQUISITION CORP.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated as of [ ], 2021
THIS WARRANT AGREEMENT (this Agreement), dated as of [ ], 2021, is by and between Spinning Eagle 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, and also referred to herein as the Transfer Agent).
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 Class A ordinary share of the Company, par value $0.0001 per share (Class A Shares) and one-fifth of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 40,000,000 warrants (or up to 46,000,000 warrants if the Over-allotment Option (as defined below) is exercised in full) to public investors in the Offering (the Public Warrants);
WHEREAS, the Company entered into that certain Private Placement Warrants Purchase Agreement with Eagle Equity Partners IV, LLC, a Cayman Islands limited liability company (the Sponsor), pursuant to which the Sponsor agreed to purchase an aggregate of 22,000,000 private placement warrants (or up to 25,000,000 private placement warrants if the Over-allotment Option is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) (the Private Placement Warrants), each bearing the legend set forth in Exhibit A hereto at a purchase price of $1.50 per Private Placement Warrant;
WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a Business Combination);
WHEREAS, as described in the Registration Statement and pursuant to the terms of the Companys amended and restated memorandum and articles of association (as amended from time to time, the Charter), in the event that the Company determines not to use all of the proceeds held in the trust account into which the net proceeds of the Offering are deposited (the Trust Account) in connection with the Companys initial Business Combination and allocates a portion of the Trust Account to a new blank check company (any such company, a SpinCo) to be spun-off as an independent publicly traded special purpose acquisition company (a Spin-Off), the Sponsor may elect to purchase up to a maximum of $2,000,000 of additional Private Placement Warrants and/or private placement warrants of SpinCo at a price of $1.50 per warrant, or up to 1,333,333 warrants, to pay the fees and expenses in connection with the Spin-Off and for working capital following the Spin-Off, plus additional Private Placement Warrants and/or private placement warrants of SpinCo, at a price of $1.50 per warrant, in an amount such that the proceeds of such purchase would cover any upfront underwriting discounts that would be payable should SpinCo elect to raise additional capital in connection with the Spin-Off;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or the Companys officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, which such loans may be convertible into additional Private Placement Warrants at a price of $1.50 per Private Placement Warrant;
WHEREAS, following consummation of the Offering, the Company may issue additional warrants (the Post-IPO Warrants and, together with the Private Placement Warrants and the Public Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination;
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-[ ] (the Registration Statement) 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 Class A Shares included in the Units;