Specimen Unit Certificate
SPECIMEN UNIT CERTIFICATE
NUMBER U[ ]
SEE REVERSE FOR CERTAIN DEFINITIONS
|CUSIP [ ]|
WAVERLEY CAPITAL ACQUISITION CORP. 1
UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE
REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE
THIS CERTIFIES THAT [ ] is the owner of Units.
Each unit (Unit) consists of one (1) Class A ordinary share, par value $0.0001 per share (Ordinary Shares), of Waverley Capital Acquisition Corp. 1, a Cayman Islands exempted company (the Company), and one-fourth (1/4) of one redeemable warrant (each whole warrant, a Warrant). Each Warrant entitles the holder to purchase one (1) Ordinary Share for $11.50 per share (subject to adjustment). Each whole Warrant will become exercisable on the later of (i) thirty (30) days after the Companys completion of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (each, a Business Combination) or (ii) twelve (12) months from the closing of the Companys initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the Expiration Date). The Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to [ ], 2021, unless Evercore Group L.L.C. and Morgan Stanley & Co. LLC elect to allow earlier separate trading, subject to the Companys filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting the Companys receipt of the gross proceeds of the initial public offering and issuing a press release announcing when separate trading will begin. No fractional Warrants will be issued upon separation of the Units and only whole Warrants are exercisable. The terms of the Warrants are governed by the Warrant Agreement, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, the Warrant Agreement), between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any holder of the Warrants on written request and without cost.
The Units represented by this certificate will automatically separate into the Class A Ordinary Shares and Warrants comprising such Units after completion of a Business Combination.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.
This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signatures of its duly authorized officers.
Chief Executive Officer
WAVERLEY CAPITAL ACQUISITION CORP. 1
The Company will furnish without charge to each unitholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
|||as tenants in common||UNIF GIFT MIN ACT||||Custodian|
|||as tenants by the entireties||under Uniform Gifts to Minors Act|
|||as joint tenants with right of survivorship and not as tenants in common||(State)|
Additional abbreviations may also be used though not in the above list.
For value received, hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
Units represented by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.
|Dated:||Notice: The signature(s) to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.|
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).
As more fully described in, and subject to the terms and conditions described in, the Companys final prospectus for its initial public offering, dated [ ], 2021, the holder(s) of this certificate shall be entitled to receive a pro rata portion of certain funds held in the trust account established in connection with the Companys initial public offering only in the event that (i) the Company redeems the Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within the period of time set forth in the Companys amended and restated memorandum and articles of association (as the same may be further amended, supplemented or otherwise modified from time to time, the amended and restated memorandum and articles of association), (ii) the Company redeems the Ordinary Shares sold in its initial public offering in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Companys obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Companys initial business combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial business combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.