The Company has entered into a Private Warrant Agreement, effective as of the date hereof, with respect to the Private Placement
Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.5 to the Registration Statement (the Private Warrant Agreement, and together with the Public Warrant Agreement, the Warrant Agreements), pursuant to which CST will act as warrant agent for the Private Placement Warrants.
The Company has entered into a Securities Subscription Agreement, dated as of March 6, 2021, with WCACI Sponsor LLC, a Delaware limited liability company (the Sponsor) (the Founders Purchase Agreement), pursuant to which the Sponsor purchased an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, of the Company (including the Class A Ordinary
Shares issuable upon conversion thereof, the Founder Shares), for an aggregate purchase price of $25,000. On July 28, 2021, the Sponsor surrendered 2,875,000 Founder Shares for no consideration, resulting in the Sponsor continuing to hold 5,750,000 Founder Shares (up to 750,000 of which are subject to surrender depending on the extent to which the Underwriters over-allotment option is exercised). The Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Prospectus.
The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the Private Placement Warrant Purchase Agreement), pursuant to which the Sponsor will purchase an aggregate of 4,666,667 warrants (or up to 5,066,667 warrants if the over-allotment
option is exercised in full) (the Private Placement Warrants), at a price of $1.50 per Private Placement Warrant. Each Private Placement Warrant entitles the holder, upon exercise, to purchase one share of Class A Ordinary Share for $11.50 per share, subject to adjustment. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement and the Private Warrant Agreement.
The Company has entered into a Registration and Shareholder Rights Agreement, effective as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the Registration and Shareholder Rights Agreement), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants, the Private Placement Warrants that may be issued upon conversion of working capital loans (if any, the Working Capital Warrants) and the Class A Ordinary Shares underlying the Private Placement Warrants and the Working Capital Warrants.
The Company has caused to be duly executed and delivered a letter agreement, effective as of the date hereof, by and among the Sponsor and each of the Companys officers, directors, and director nominees, in substantially the form filed as Exhibit 10.7 to the Registration Statement (the Insider Letter).
The Company has entered into an Administrative Support Agreement, effective as of the date hereof, with the Sponsor, in
substantially the form filed as Exhibit 10.8 to the Registration Statement (the Administrative Services Agreement), pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $20,000 for certain office space, utilities and secretarial and administrative services.
|1. || |
REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.
| ||(a) || |
The Company has prepared and filed with the Commission the Registration Statement (file number 333-254842) on Form S-1, including the related Preliminary Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company has filed one or more amendments thereto, including the related Preliminary Prospectus, each of which has previously been furnished to you. The Company will file with the Commission the Prospectus in accordance with Rule 424(b). As filed, such Prospectus shall contain all information required by the Act and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised you and that has been approved by you, prior to the Execution Time, will be included or made therein. The Company has complied to the Commissions satisfaction with all requests of the Commission for additional or supplemental information.
| ||(b) || |
On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (an Additional Closing Date), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material