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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): July
28, 2023 (July 27, 2023)
AIMFINITY INVESTMENT CORP. I
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-41361 |
|
N/A |
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
of incorporation) |
|
|
|
Identification Number) |
221 W 9th St, PMB 235
Wilmington,
Delaware 19801 |
(Address of principal executive offices) |
(425) 365-2933
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which
registered |
Units, consisting of one Class A ordinary share, $0.0001 par value, one Class 1 redeemable warrant and one-half of one Class 2 redeemable warrant |
|
AIMAU |
|
The Nasdaq Stock
Market LLC |
Class A ordinary shares, $0.0001 par value |
|
AIMA |
|
The Nasdaq Stock
Market LLC |
Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AIMAW |
|
The Nasdaq Stock
Market LLC |
Class 2 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AIMAW |
|
The Nasdaq Stock
Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On July 27, 2023, Aimfinity
Investment Corp. I, a Cayman Islands exempted company (the “Company”), held an extraordinary general meeting (the “Shareholder
Meeting”), where the shareholders of the Company approved to amend the Company’s amended and restated memorandum and articles
of associations (the “Charter”) to allow the Company until July 28, 2023 to consummate an initial business combination
and may elect to extend the period to consummate an initial business combination up to nine times, each by an additional one-month period
(each, a “Monthly Extension”), for a total of up to nine months to April 28, 2024, by depositing to the Company’s
trust account (the “Trust Account”) the lesser of (i) $85,000 for all public shares and (ii) $0.04 for each public
share for each one-month extension.
On
July 27, 2023, $85,000 (the “First Monthly Extension Payment”) was deposited into the Trust Account for the public
shareholders, which enables the Company to extend the period of time it has to consummate its initial business combination by one month
from July 28, 2023 to August 28, 2023 (the “First Extension”). The First Extension is the first of the up to nine Monthly
Extensions permitted under the amended Charter.
In
connection with the First Monthly Extension Payment, the Company issued an unsecured promissory note of $85,000 (the “Note”)
to I-Fa Chang, sole member and manager of Aimfinity Investment LLC, the sponsor of the company (the “Sponsor”), as
the Sponsor’s designee, to evidence the payments made for the First Monthly Extension Payment.
The
Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination
(the “Business Combination”) or (ii) the date of expiry of the term of the Company (the “Maturity Date”).
The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date;
(ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder;
(iv) any cross defaults; (v) an enforcement proceeding against the Company; and (vi) any unlawfulness and invalidity in connection with
the performance of the obligations thereunder, in which case the Note may be accelerated.
The
payee of the Note, Mr. Chang, has the right, but not the obligation, to convert the Promissory Note, in whole or in part, respectively,
into private units (the “Private Units”) of the Company, that are identical to The Private Units issued by the Company
in the private placement consummated simultaneously with the Company’s initial public offering, subject to certain exceptions, as
described in the final prospectus of the Company (File Number: 333-263874), by providing the Company with written notice of the intention
to convert at least two business days prior to the closing of the Business Combination. The number of Private Units to be received by
the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount
payable to the Sponsor by (y) $10.00.
The
issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
A
copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures
set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Item 3.02 Unregistered Sales of Equity
Securities.
The information disclosed
under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.
The Private Units (and the underlying securities) issuable upon conversion of the Note, if any, (1) may not, subject to certain limited
exceptions, be transferable or salable by the Sponsor until the completion of the Company’s initial Business Combination and (2)
are entitled to registration rights.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
At the Shareholder Meeting,
the shareholders of the Company, by special resolution, approved the proposal to amend Company’s Charter, which previously
provided that the Company has until July 28, 2023 to complete a Business Combination, and may elect to extend the period to consummate
a Business Combination up to nine times, each by an additional one-month extension, for a total of up to nine months to April
28, 2024, be deleted in their entirety and the substitution in their place of the second amended and restated memorandum and articles
of association of the Company (the “Amended Charter”), which provides that the Company has until July 28, 2023 to complete
a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional
Monthly Extension, for a total of up to nine months to April 28, 2024, by depositing to the Company’s trust account (the “Trust
Account”) the lesser of (i) $85,000 for all remaining public shares, and (ii) an amount equal to $0.04 for each remaining public
share at the time of such deposit. A copy of the Amended Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is
incorporated herein by reference.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On
June 28, 2023, the record date of the Shareholder Meeting, there were 8,542,000 issued and outstanding Class A Ordinary Shares and
2,012,500 issued and outstanding Class B ordinary shares, voting as a single class, approximately 81.04% of which were represented
in person or by proxy at the Shareholder Meeting.
The
final results for the matter submitted to a vote of the Company’s shareholders at the Shareholder Meeting are as follows:
1. The Charter Amendment Proposal
The
shareholders approved the proposal to amend the Company’s Charter to provide that the Company has until July 28, 2023 to complete
a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional
Monthly Extension, for a total of up to nine months, to April 28, 2024. The voting results were as follows:
FOR |
|
AGAINT |
|
ABSTAIN |
7,746,358 |
|
806,565 |
|
0 |
Item 7.01 Regulation
FD Disclosure.
On
July 27, 2023, the Company issued a press release (the “Press Release”) announcing that the Monthly Extension Payment
had been made. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and the Press Release
hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
In connection with the
votes to approve the Charter Amendment Proposal, 4,076,118 Class A Ordinary Shares included in the new units of the
Company were tendered for redemption. Upon the completion of the redemption of the Class A Ordinary Shares, the Class 2 warrants
included in the new units that are attached to the redeemed Class A Ordinary Shares will be automatically forfeited and cancelled
without any additional action by the holders.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Aimfinity Investment Corp. I |
|
|
|
By: |
/s/ I-Fa Chang |
|
Name: |
I-Fa Chang |
|
Title: |
Chief Executive Officer |
|
|
|
Date: July 28, 2023 |
|
|
3
Exhibit 3.1
THE COMPANIES ACT (AS
REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY
SHARES
SECOND AMENDED AND
RESTATED
MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
AIMFINITY INVESTMENT
CORP. I
(ADOPTED BY SPECIAL
RESOLUTION DATED [ ] AND EFFECTIVE ON [ ])
THE COMPANIES ACT (AS
REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY
SHARES
SECOND AMENDED AND
RESTATED
MEMORANDUM OF ASSOCIATION
OF
AIMFINITY INVESTMENT
CORP. I
(ADOPTED BY SPECIAL
RESOLUTION DATED [ ] AND EFFECTIVE ON [ ])
| 1 | The name of the Company is Aimfinity Investment Corp. I. |
| 2 | The Registered Office of the Company shall be at the offices
of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place
within the Cayman Islands as the Directors may decide. |
| 3 | The objects for which the Company is established are unrestricted
and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands. |
| 4 | The liability of each Member is limited to the amount unpaid
on such Member’s shares. |
| 5 | The share capital of the Company is US$22,100 divided into 200,000,000
Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each
and 1,000,000 preference shares of a par value of US$0.0001 each. |
| 6 | The Company has power to register by way of continuation as
a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman
Islands. |
| 7 | Capitalised terms that are not defined in this Amended and Restated
Memorandum of Association bear the respective meanings given to them in the Amended and Restated Articles of Association of the Company. |
THE COMPANIES ACT (AS
REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY
SHARES
SECOND AMENDED AND
RESTATED
ARTICLES OF ASSOCIATION
OF
AIMFINITY INVESTMENT
CORP. I
(ADOPTED BY SPECIAL
RESOLUTION DATED [ ] AND EFFECTIVE ON [ ])
| 1.1 | In the Articles Table A in the First Schedule to the Statute
does not apply and, unless there is something in the subject or context inconsistent therewith: |
|
|
“Affiliate” |
|
in respect of a person, means any other person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case
of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and
brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust
for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the
foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly,
or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.
|
“Applicable Law” |
|
means, with respect to any person, all provisions of laws, statutes,
ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable
to such person.
|
“Articles” |
|
means these amended and restated articles of association of the Company.
|
“Audit Committee” |
|
means the audit committee of the board of directors of the Company
established pursuant to the Articles, or any successor committee.
|
“Auditor” |
|
means the person for the time being performing the duties of auditor
of the Company (if any).
|
“Business Combination” |
|
means a merger, share exchange, asset acquisition, share purchase,
reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”),
which Business Combination: (a) as long as the securities of the Company are listed on the Nasdaq Global Market, must occur with
one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account
(excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing
of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque
company or a similar company with nominal operations.
|
|
|
“business day” |
|
means any day other than a Saturday, a Sunday or a legal holiday or
a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.
|
“Clearing House” |
|
means a clearing house recognised by the laws of the jurisdiction in
which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
|
“Class A Share” |
|
means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
|
|
|
“Class B Share” |
|
means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
|
“Company” |
|
means the above named company.
|
“Company’s Website” |
|
means the website of the Company and/or its web-address or domain name (if any).
|
“Designated Stock Exchange” |
|
means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Global Market.
|
“Directors” |
|
means the directors for the time being of the Company.
|
“Dividend” |
|
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
|
“Electronic Communication” |
|
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
|
“Electronic Record” |
|
has the same meaning as in the Electronic Transactions Act.
|
“Electronic Transactions Act” |
|
means the Electronic Transactions Act (As Revised) of the Cayman Islands.
|
“Equity-linked Securities” |
|
means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
|
“Exchange Act” |
|
means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
|
“Founders” |
|
means all Members immediately prior to the consummation of the IPO.
|
“Independent Director” |
|
has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
|
“IPO” |
|
means the Company’s initial public offering of securities.
|
“Member” |
|
has the same meaning as in the Statute. |
|
|
“Memorandum” |
|
means the amended and restated memorandum of association of the Company.
|
“Officer” |
|
means a person appointed to hold an office in the Company.
|
“Ordinary Resolution” |
|
means a resolution passed by a simple majority of the Members as, being
entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution.
In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
|
“Over-Allotment Option” |
|
means the option of the Underwriters to purchase up to an additional
15% of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts
and commissions.
|
“Preference Share” |
|
means a preference share of a par value of US$0.0001 in the share capital
of the Company.
|
“Public Share” |
|
means a Class A Share issued as part of the units (as described
in the Articles) issued in the IPO.
|
|
|
“Redemption Notice” |
|
means a notice in a form approved by the Company by which a holder
of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.
|
|
|
“Register of Members” |
|
means the register of Members maintained in accordance with the Statute
and includes (except where otherwise stated) any branch or duplicate register of Members.
|
|
|
“Registered Office” |
|
means the registered office for the time being of the Company.
|
“Representative” |
|
means a representative of the Underwriters.
|
“Seal” |
|
means the common seal of the Company and includes every duplicate seal.
|
“Securities and Exchange Commission” |
|
means the United States Securities and Exchange Commission.
|
“Share” |
|
means a Class A Share, a Class B Share or a Preference Share
and includes a fraction of a share in the Company.
|
“Special Resolution” |
|
subject to Article 29.4 and Article 47.2, has the same meaning as in
the Statute, and includes a unanimous written resolution.
|
“Sponsor” |
|
means Aimfinity Investment LLC, a Cayman Islands limited liability
company, and its successors or assigns.
|
“Statute” |
|
means the Companies Act (As Revised) of the Cayman Islands.
|
“Tax Filing Authorised Person” |
|
means such person as any Director shall designate from time to time, acting severally.
|
“Treasury Share” |
|
means a Share held in the name of the Company as a treasury share in
accordance with the Statute.
|
“Trust Account” |
|
means the trust account established by the Company upon the consummation
of the IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private
placement of warrants simultaneously with the closing date of the IPO, will be deposited.
|
“Underwriter” |
|
means an underwriter of the IPO from time to time and any successor underwriter. |
| (a) | words importing the singular number include the plural number
and vice versa; |
| (b) | words importing the masculine gender include the feminine
gender; |
| (c) | words importing persons include corporations as well as any
other legal or natural person; |
| (d) | “written” and “in writing” include
all modes of representing or reproducing words in visible form, including in the form of an Electronic Record; |
| (e) | “shall” shall be construed as imperative and
“may” shall be construed as permissive; |
| (f) | references to provisions of any law or regulation shall be
construed as references to those provisions as amended, modified, re-enacted or replaced; |
| (g) | any phrase introduced by the terms “including”,
“include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the
sense of the words preceding those terms; |
| (h) | the term “and/or” is used to mean both “and”
as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the
terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term
“and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires); |
| (i) | headings are inserted for reference only and shall be ignored
in construing the Articles; |
| (j) | any requirements as to delivery under the Articles include
delivery in the form of an Electronic Record; |
| (k) | any requirements as to execution or signature under the Articles
including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic
Transactions Act; |
| (l) | sections 8 and 19(3) of the Electronic Transactions Act shall
not apply; |
| (m) | the term “clear days” in relation to the period
of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given
or on which it is to take effect; and |
| (n) | the term “holder” in relation to a Share means
a person whose name is entered in the Register of Members as the holder of such Share. |
| 2 | Commencement of Business |
| 2.1 | The business of the Company may be commenced as soon after incorporation
of the Company as the Directors shall see fit. |
| 2.2 | The Directors may pay, out of the capital or any other monies
of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration. |
| 3 | Issue of Shares and other Securities |
| 3.1 | Subject to the provisions, if any, in the Memorandum (and to
any direction that may be given by the Company in general meeting) and, where applicable, the rules and regulations of the Designated
Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable
Law, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise
dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard
to Dividends or other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other terms
as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot,
issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the ability
of the Company to carry out a Class B Ordinary Share Conversion set out in the Articles. |
| 3.2 | The Company may issue rights, options, warrants or convertible
securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class
of Shares or other securities in the Company on such terms as the Directors may from time to time determine. |
| 3.3 | The Company may issue units of securities in the Company, which
may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring
the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon
such terms as the Directors may from time to time determine. The securities comprising any such units which are issued pursuant to the
IPO can only be traded separately from one another on the 52nd day following the date of the prospectus relating to the
IPO unless the Representative(s) determines that an earlier date is acceptable, subject to the Company having filed a current report
on Form 8-K with the Securities and Exchange Commission and a press release announcing when such separate trading will begin.
Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another. |
| 3.4 | The Company shall not issue Shares to bearer. |
| 4.1 | The Company shall maintain or cause to be maintained the Register
of Members in accordance with the Statute. |
| 4.2 | The Directors may determine that the Company shall maintain
one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall
constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time
to time. |
| 5 | Closing Register of Members or Fixing Record Date |
| 5.1 | For the purpose of determining Members entitled to notice of,
or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution,
or in order to make a determination of Members for any other purpose, the Directors may, after notice has been given by advertisement
in an appointed newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated
Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable
Law, provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty
days. |
| 5.2 | In lieu of, or apart from, closing the Register of Members,
the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or
to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment
of any Dividend or other distribution, or in order to make a determination of Members for any other purpose. |
| 5.3 | If the Register of Members is not so closed and no record date
is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment
of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors
resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of
Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination
shall apply to any adjournment thereof. |
| 6.1 | A Member shall only be entitled to a share certificate if the
Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the
Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The
Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for
Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered
to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate
representing a like number of relevant Shares shall have been surrendered and cancelled. |
| 6.2 | The Company shall not be bound to issue more than one certificate
for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all
of them. |
| 6.3 | If a share certificate is defaced, worn out, lost or destroyed,
it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the
Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the
old certificate. |
| 6.4 | Every share certificate sent in accordance with the Articles
will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share
certificate lost or delayed in the course of delivery. |
| 6.5 | Share certificates shall be issued within the relevant time
limit as prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities and
Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine,
whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled
to refuse to register and does not register, after lodgement of a Share transfer with the Company. |
| 7.1 | Subject to the terms of the Articles, any Member may transfer
all or any of their Shares by an instrument of transfer provided that such transfer complies with the rules and regulations of the Designated
Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable
Law. If the Shares in question were issued in conjunction with rights, options, warrants or units issued pursuant to the Articles on
terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without
evidence satisfactory to them of the like transfer of such right, option, warrant or unit. |
| 7.2 | The instrument of transfer of any Share shall be in writing
in the usual or common form or in a form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities and
Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by
the Directors and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the
transferee) and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted
signature or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain
the holder of a Share until the name of the transferee is entered in the Register of Members. |
| 8 | Redemption, Repurchase and Surrender of Shares |
| 8.1 | Subject to the provisions of the Statute, and, where applicable,
the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the
option of the Member or the Company. The redemption of such Shares, except Public Shares, shall be effected in such manner and upon
such other terms as the Company may, by Special Resolution, determine before the issue of such Shares. With respect to redeeming or repurchasing
the Shares: |
| (a) | Members who hold Public Shares are entitled to
request the redemption of such Shares in the circumstances described in the Business Combination Article hereof; |
| (b) | Class B Shares held by the Sponsor shall be surrendered
by the Sponsor for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Sponsor will own
20% of the Company’s issued Shares after the IPO (exclusive of any securities purchased in a private placement simultaneously with
the IPO); and |
| (c) | Public Shares shall be repurchased by way of tender
offer in the circumstances set out in the Business Combination Article hereof. |
| 8.2 | Subject to the provisions of the Statute, and, where applicable,
the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner
and on such other terms as the Directors may agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and
surrenders of Shares in the circumstances described in the Article above shall not require further approval of the Members. |
| 8.3 | The Company may make a payment in respect of the redemption
or purchase of its own Shares in any manner permitted by the Statute, including out of capital. |
| 8.4 | The Directors may accept the surrender for no consideration
of any fully paid Share. |
| 9.1 | The Directors may, prior to the purchase, redemption or surrender
of any Share, determine that such Share shall be held as a Treasury Share. |
| 9.2 | The Directors may determine to cancel a Treasury Share or transfer
a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration). |
| 10 | Variation of Rights of Shares |
| 10.1 | Subject to Article 3.1, if at any time the share capital of
the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by
the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the
holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect
upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds
of the issued Shares of that class (other than with respect to a waiver of the provisions of the Class B Ordinary Share Conversion
Article hereof, which as stated therein shall only require the consent in writing of the holders of a majority of the issued Shares of
that class), or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting
of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such
variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting
all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum
shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares
of the class present in person or by proxy may demand a poll. |
| 10.2 | For the purposes of a separate class meeting, the Directors
may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares
would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of
Shares. |
| 10.3 | The rights conferred upon the holders of the Shares of any class
issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class,
be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other
rights. |
| 11 | Commission on Sale of Shares |
| | The Company may, in so far as the Statute permits, pay a commission to any person in consideration
of that person subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure
subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or
the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be
lawful. |
| 12 | Non Recognition of Trusts |
| | The Company shall not be bound by or compelled to recognise in any way (even when notified) any
equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the
Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder. |
| 13.1 | The Company shall have a first and paramount lien on all Shares
(whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities
or engagements to or with the Company (whether presently payable or not) by such Member or their estate, either alone or jointly with
any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the
provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon.
The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. |
| 13.2 | The Company may sell, in such manner as the Directors think
fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within
14 clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to
it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the
Shares may be sold. |
| 13.3 | To give effect to any such sale the Directors may authorise
any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser
or their nominee shall be registered as the holder of the Shares comprised in any such transfer, and they shall not be bound to see to
the application of the purchase money, nor shall their title to the Shares be affected by any irregularity or invalidity in the sale
or the exercise of the Company’s power of sale under the Articles. |
| 13.4 | The net proceeds of such sale after payment of costs, shall
be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject
to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares
at the date of the sale. |
| 14.1 | Subject to the terms of the allotment and issue of any Shares,
the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium),
and each Member shall (subject to receiving at least 14 clear days’ notice specifying the time or times of payment) pay to the
Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as
the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable
for calls made upon them notwithstanding the subsequent transfer of the Shares in respect of which the call was made. |
| 14.2 | A call shall be deemed to have been made at the time when the
resolution of the Directors authorising such call was passed. |
| 14.3 | The joint holders of a Share shall be jointly and severally
liable to pay all calls in respect thereof. |
| 14.4 | If a call remains unpaid after it has become due and payable,
the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such
rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but
the Directors may waive payment of the interest or expenses wholly or in part. |
| 14.5 | An amount payable in respect of a Share on issue or allotment
or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it
is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call. |
| 14.6 | The Directors may issue Shares with different terms as to the
amount and times of payment of calls, or the interest to be paid. |
| 14.7 | The Directors may, if they think fit, receive an amount from
any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by that Member, and may (until the
amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such
amount in advance. |
| 14.8 | No such amount paid in advance of calls shall entitle the Member
paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such
amount would, but for such payment, become payable. |
| 15.1 | If a call or instalment of a call remains unpaid after it has
become due and payable the Directors may give to the person from whom it is due not less than 14 clear days’ notice requiring payment
of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The
notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which
the call was made will be liable to be forfeited. |
| 15.2 | If the notice is not complied with, any Share in respect of
which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such
forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before
the forfeiture. |
| 15.3 | A forfeited Share may be sold, re-allotted or otherwise
disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition
the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is
to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of
that person. |
| 15.4 | A person any of whose Shares have been forfeited shall cease
to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall
remain liable to pay to the Company all monies which at the date of forfeiture were payable by that person to the Company in respect
of those Shares together with interest at such rate as the Directors may determine, but that person’s liability shall cease if
and when the Company shall have received payment in full of all monies due and payable by them in respect of those Shares. |
| 15.5 | A certificate in writing under the hand of one Director or Officer
that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming
to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to
the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase
money, if any, nor shall their title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the
forfeiture, sale or disposal of the Share. |
| 15.6 | The provisions of the Articles as to forfeiture shall apply
in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of
the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified. |
| 16.1 | If a Member dies, the survivor or survivors (where they were
a joint holder), or their legal personal representatives (where they were a sole holder), shall be the only persons recognised by the
Company as having any title to the deceased Member’s Shares. The estate of a deceased Member is not thereby released from any liability
in respect of any Share, for which the Member was a joint or sole holder. |
| 16.2 | Any person becoming entitled to a Share in consequence of the
death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced
as may be required by the Directors, elect, by a notice in writing sent by that person to the Company, either to become the holder of
such Share or to have some person nominated by them registered as the holder of such Share. If they elect to have another person registered
as the holder of such Share they shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case,
have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant
Member before their death or bankruptcy or liquidation or dissolution, as the case may be. |
| 16.3 | A person becoming entitled to a Share by reason of the death
or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends,
other distributions and other advantages to which they would be entitled if they were the holder of such Share. However, they shall not,
before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation
to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered
or to have some person nominated by them registered as the holder of the Share (but the Directors shall, in either case, have the same
right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before
their death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not
complied with within 90 days of being received or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter
withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements
of the notice have been complied with. |
| 17 | Class B Ordinary Share Conversion |
| 17.1 | The rights attaching to the Class A Shares and Class B
Shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together
as a single class on all matters (subject to the Variation of Rights of Shares Article and the Appointment and Removal of Directors Article
hereof) with the exception that the holder of a Class B Share shall have the conversion rights referred to in this Article. |
| 17.2 | Class B Shares shall automatically convert into Class A
Shares on a one-for-one basis (the “Initial Conversion Ratio”) automatically on the day of the consummation
of a Business Combination. |
| 17.3 | Notwithstanding the Initial Conversion Ratio, in the case that
additional Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts
offered in the IPO and related to the consummation of a Business Combination, all Class B Shares in issue shall automatically convert
into Class A Shares at the time of the consummation of a Business Combination at a ratio for which the Class B Shares shall
convert into Class A Shares will be adjusted (unless the holders of a majority of the Class B Shares in issue agree to
waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable
upon conversion of all Class B Shares will equal, on an as-converted basis, in the aggregate, 20% of the sum of all Class A
Shares and Class B Shares in issue upon completion of the IPO plus all Class A Shares issued or deemed issued or issuable upon
conversion or exercise of any Equity-linked Securities or rights issued or deemed issued in connection with or in relation to the consummation
of a Business Combination, excluding any Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business Combination
and any private placement warrants issued to the Sponsor or its Affiliates or any Director or Officer upon conversion of working capital
loans made to the Company. |
| 17.4 | Notwithstanding anything to the contrary contained herein, the
foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A
Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue
consenting or agreeing separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof. |
| 17.5 | The foregoing conversion ratio shall also be adjusted to account
for any subdivision (by share subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or
combination (by share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation
of the Class A Shares in issue into a greater or lesser number of Shares occurring after the original filing of the Articles without
a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares
in issue. |
| 17.6 | Each Class B Share shall convert into its pro rata number
of Class A Shares pursuant to this Article. The pro rata share for each holder of Class B Shares will be determined as follows:
each Class B Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction,
the numerator of which shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted
pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion. |
| 17.7 | References in this Article to “converted”, “conversion”
or “exchange” shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of
such Members, automatic application of such redemption proceeds in paying for such new Class A Shares into which the Class B
Shares have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated
on the basis that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A
Shares to be issued on an exchange or conversion shall be registered in the name of such Member or in such name as the Member may direct. |
| 17.8 | Notwithstanding anything to the contrary in this Article, in
no event may any Class B Share convert into Class A Shares at a ratio that is less than one-for-one. |
| 18 | Amendments of Memorandum and Articles of Association and
Alteration of Capital |
| 18.1 | The Company may by Ordinary Resolution: |
| (a) | increase its share capital by such sum as the Ordinary Resolution
shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine; |
| (b) | consolidate and divide all or any of its share capital into
Shares of larger amount than its existing Shares; |
| (c) | convert all or any of its paid-up Shares into stock,
and reconvert that stock into paid-up Shares of any denomination; |
| (d) | by subdivision of its existing Shares or any of them divide
the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value;
and |
| (e) | cancel any Shares that at the date of the passing of the
Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount
of the Shares so cancelled. |
| 18.2 | All new Shares created in accordance with the provisions of
the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer,
transmission, forfeiture and otherwise as the Shares in the original share capital. |
| 18.3 | Subject to the provisions of the Statute, the provisions of
the Articles as regards the matters to be dealt with by Ordinary Resolution , Article 29.4 and Article 47.2, the Company may by Special
Resolution: |
| (b) | alter or add to the Articles; |
| (c) | alter or add to the Memorandum with respect to any objects,
powers or other matters specified therein; and |
| (d) | reduce its share capital or any capital redemption reserve
fund. |
| 19 | Offices and Places of Business |
| | Subject to the provisions of the Statute, the Company may by resolution of the Directors change the
location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of
business as the Directors determine. |
| 20.1 | All general meetings other than annual general meetings shall
be called extraordinary general meetings. |
| 20.2 | The Company may, but shall not (unless required by the Statute)
be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices
calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings the report
of the Directors (if any) shall be presented. |
| 20.3 | The Directors, the chief executive officer or the chairperson
of the board of Directors may call general meetings, and, for the avoidance of doubt, Members shall not have the ability to call general
meetings. |
| 20.4 | Members seeking to bring business before the annual general
meeting or to nominate candidates for appointment as Directors at the annual general meeting must deliver notice to the principal executive
offices of the Company not less than 120 calendar days before the date of the Company’s proxy statement released to Members in
connection with the previous year’s annual general meeting or, if the Company did not hold an annual general meeting the previous
year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous
year’s annual general meeting, then the deadline shall be set by the board of Directors with such deadline being a reasonable time
before the Company begins to print and send its related proxy materials. |
| 21 | Notice of General Meetings |
| 21.1 | At least five clear days’ notice shall be given of any
general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to
be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed
by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given
and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened
if it is so agreed: |
| (a) | in the case of an annual general meeting, by all of the Members
entitled to attend and vote at the meeting; and |
| (b) | in the case of an extraordinary general meeting, by a majority
in number of the Members having a right to attend and vote at the meeting, together holding not less than 95% in par value of the Shares
giving that right. |
| 21.2 | The accidental omission to give notice of a general meeting
to, or the non receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings
of that general meeting. |
| 22 | Proceedings at General Meetings |
| 22.1 | No business shall be transacted at any general meeting unless
a quorum is present. The holders of a majority of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person
by its duly authorised representative or proxy shall be a quorum. |
| 22.2 | A person may participate at a general meeting by conference
telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each
other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. |
| 22.3 | A resolution (including a Special Resolution) in writing (in
one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend
and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives)
shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. |
| 22.4 | If a quorum is not present within half an hour from the time
appointed for the meeting to commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place
or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within
half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. |
| 22.5 | The Directors may, at any time prior to the time appointed for
the meeting to commence, appoint any person to act as chairperson of a general meeting of the Company or, if the Directors do not make
any such appointment, the chairperson, if any, of the board of Directors shall preside as chairperson at such general meeting. If there
is no such chairperson, or if the person shall not be present within 15 minutes after the time appointed for the meeting to commence,
or is unwilling to act, the Directors present shall elect one of their number to be chairperson of the meeting. |
| 22.6 | If no Director is willing to act as chairperson or if no Director
is present within 15 minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number
to be chairperson of the meeting. |
| 22.7 | The chairperson may, with the consent of a meeting at which
a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business
shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. |
| 22.8 | When a general meeting is adjourned for 30 days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice
of an adjourned meeting. |
| 22.9 | If, prior to a Business Combination, a notice is issued in respect
of a general meeting and the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to
hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may
postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged
general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified
in the notice of the original meeting. |
| 22.10 | When a general meeting is postponed for 30 days or more, notice of the postponed meeting shall be
given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed
meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The
Directors may postpone a general meeting which has already been postponed. |
| 22.11 | A resolution put to the vote of the meeting shall be decided on a poll. |
| 22.12 | A poll shall be taken as the chairperson directs, and the result of the poll shall be deemed to be
the resolution of the general meeting at which the poll was demanded. |
| 22.13 | A poll demanded on the election of a chairperson or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairperson of the general
meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending
the taking of the poll. |
| 22.14 | In the case of an equality of votes the chairperson shall be entitled to a second or casting
vote. |
| 23.1 | Subject to any rights or restrictions attached to any Shares,
including as set out at Article 29.4 and Article 47.2, every Member present in any such manner shall have one vote for every Share of
which they are the holder. |
| 23.2 | In the case of joint holders the vote of the senior holder who
tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised
representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined
by the order in which the names of the holders stand in the Register of Members. |
| 23.3 | A Member of unsound mind, or in respect of whom an order has
been made by any court, having jurisdiction in lunacy, may vote by their committee, receiver, curator bonis, or other person on such
Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. |
| 23.4 | No person shall be entitled to vote at any general meeting unless
they are registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by them in respect
of Shares have been paid. |
| 23.5 | No objection shall be raised as to the qualification of any
voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not
disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairperson
whose decision shall be final and conclusive. |
| 23.6 | Votes may be cast either personally or by proxy (or in the case
of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than
one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy
the instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. |
| 23.7 | A Member holding more than one Share need not cast the votes
in respect of their Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or
against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing
the proxy, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which they are
appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which they
are appointed. |
| 24.1 | The instrument appointing a proxy shall be in writing and shall
be executed under the hand of the appointor or of their attorney duly authorised in writing, or, if the appointor is a corporation or
other non natural person, under the hand of its duly authorised representative. A proxy need not be a Member. |
| 24.2 | The Directors may, in the notice convening any meeting or adjourned
meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be
deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting
to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from
the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument
appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting
or adjourned meeting to commence at which the person named in the instrument proposes to vote. |
| 24.3 | The chairperson may in any event at their discretion declare
that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted,
or which has not been declared to have been duly deposited by the chairperson, shall be invalid. |
| 24.4 | The instrument appointing a proxy may be in any usual or common
form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof
or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding
a poll. |
| 24.5 | Votes given in accordance with the terms of an instrument of
proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under
which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death,
insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting,
or adjourned meeting at which it is sought to use the proxy. |
| 25.1 | Any corporation or other non-natural person which
is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or
other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class
of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which they represent
as the corporation could exercise if it were an individual Member. |
| 25.2 | If a Clearing House (or its nominee(s)), being a corporation,
is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting
of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative
is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without
further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s))
as if such person was the registered holder of such Shares held by the Clearing House (or its nominee(s)). |
| 26 | Shares that May Not be Voted |
| | Shares in the Company that are beneficially owned by the Company shall not be voted, directly or
indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time. |
| 27.1 | There shall be a board of Directors consisting of not less than
one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. |
| 27.2 | The Directors shall be divided into three classes: Class I,
Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the
Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors.
The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II
Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors
shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first
annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire
shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the
Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings
called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection,
additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors
for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined
in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of
office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the
death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or
removal shall have created such vacancy and until their successor shall have been appointed and qualified. |
| 28.1 | Subject to the provisions of the Statute, the Memorandum and
the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may
exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior
act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened
meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. |
| 28.2 | All cheques, promissory notes, drafts, bills of exchange and
other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed
or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. |
| 28.3 | The Directors on behalf of the Company may pay a gratuity or
pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to their
surviving spouse, civil partner or dependants and may make contributions to any fund and pay premiums for the purchase or provision of
any such gratuity, pension or allowance. |
| 28.4 | The Directors may exercise all the powers of the Company to
borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof
and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability
or obligation of the Company or of any third party. |
| 29 | Appointment and Removal of Directors |
| 29.1 | Prior to the consummation of a Business Combination, the Company
may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution
of the holders of the Class B Shares remove any Director. For the avoidance of doubt, prior to the consummation of a Business Combination,
holders of Class A Shares shall have no right to vote on the appointment or removal of any Director. |
| 29.2 | The Directors may appoint any person to be a Director, either
to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number
fixed by or in accordance with the Articles as the maximum number of Directors. |
| 29.3 | After the consummation of a Business Combination, the Company
may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director. |
| 29.4 | Prior to the consummation of a Business Combination, Article
29.1 may only be amended by a Special Resolution passed by at least 90% of such Members (which shall include a simple majority of the
holders of Class B Shares) as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting
of which notice specifying the intention to propose the resolution as a Special Resolution has been given, or by way of unanimous written
resolution. |
| 30 | Vacation of Office of Director |
| | The office of a Director shall be vacated if: |
| (a) | the Director gives notice in writing to the Company that
they resign the office of Director; or |
| (b) | the Director is absent (for the avoidance of doubt, without
being represented by proxy) from three consecutive meetings of the board of Directors without special leave of absence from the Directors,
and the Directors pass a resolution that they have by reason of such absence vacated office; or |
| (c) | the Director dies, becomes bankrupt or makes any arrangement
or composition with their creditors generally; or |
| (d) | the Director is found to be or becomes of unsound mind; or |
| (e) | all of the other Directors (being not less than two in number)
determine that the Director should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting
of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors. |
| 31 | Proceedings of Directors |
| 31.1 | The quorum for the transaction of the business of the Directors
may be fixed by the Directors, and unless so fixed shall be a majority of the Directors then in office. |
| 31.2 | Subject to the provisions of the Articles, the Directors may
regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of
an equality of votes, the chairperson shall have a second or casting vote. |
| 31.3 | A person may participate in a meeting of the Directors or any
committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the
meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence
in person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the
chairperson is located at the start of the meeting. |
| 31.4 | A resolution in writing (in one or more counterparts) signed
by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal
of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution
shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be,
duly convened and held. |
| 31.5 | A Director may, or other Officer on the direction of a Director
shall, call a meeting of the Directors by at least two days’ notice in writing to every Director which notice shall set forth the
general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is
held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company
to the Members shall apply mutatis mutandis. |
| 31.6 | The continuing Directors (or a sole continuing Director, as
the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed
by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing
the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose. |
| 31.7 | The Directors may elect a chairperson of their board and determine
the period for which they are to hold office; but if no such chairperson is elected, or if at any meeting the chairperson is not present
within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be
chairperson of the meeting. |
| 31.8 | All acts done by any meeting of the Directors or of a committee
of the Directors shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director,
and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if
every such person had been duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been
entitled to vote, as the case may be. |
| 31.9 | A Director may be represented at any meetings of the board of
Directors by a proxy appointed in writing by that Director. The proxy shall count towards the quorum and the vote of the proxy shall
for all purposes be deemed to be that of the appointing Director. |
| A | Director who is present at a meeting of the board of Directors
at which action on any Company matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered
in the minutes of the meeting or unless they shall file their written dissent from such action with the person acting as the chairperson
or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. |
| 33.1 | A Director may hold any other office or place of profit under
the Company (other than the office of Auditor) in conjunction with their office of Director for such period and on such terms as to remuneration
and otherwise as the Directors may determine. |
| 33.2 | A Director may act on their own or by, through or on behalf
of their firm in a professional capacity for the Company and they or their firm shall be entitled to remuneration for professional services
as if they were not a Director. |
| 33.3 | A Director may be or become a director or other officer of or
otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting
party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by them
as a director or officer of, or from their interest in, such other company. |
| 33.4 | No person shall be disqualified from the office of Director
or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract
or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or
be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit
realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary
relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which they are
interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by them at
or prior to its consideration and any vote thereon. |
| 33.5 | A general notice that a Director is a shareholder, director,
officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company
shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which they have
an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. |
| | The Directors shall cause minutes to be made in books kept for the purpose of recording all
appointments of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and
of the Directors, and of committees of the Directors, including the names of the Directors present at each meeting. |
| 35 | Delegation of Directors’ Powers |
| 35.1 | The Directors may delegate any of their powers, authorities
and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors (including, without
limitation, the Audit Committee). Any such delegation may be made subject to any conditions the Directors may impose and either collaterally
with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such
conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so
far as they are capable of applying. |
| 35.2 | The Directors may establish any committees, local boards or
agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member
of such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and
either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors.
Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating
the proceedings of Directors, so far as they are capable of applying. |
| 35.3 | The Directors may adopt formal written charters for committees.
Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles
and shall have such powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under
Applicable Law. The Audit Committee, if established, shall consist of such number of Directors as the Directors shall from time to time
determine (or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange,
the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For so long
as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee shall be made up of such number of Independent
Directors as is required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange
Commission and/or any other competent regulatory authority or otherwise under Applicable Law. |
| 35.4 | The Directors may by power of attorney or otherwise appoint
any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the
exclusion of their own powers and may be revoked by the Directors at any time. |
| 35.5 | The Directors may by power of attorney or otherwise appoint
any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised
signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable
by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of
attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys
or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate
all or any of the powers, authorities and discretions vested in them. |
| 35.6 | The Directors may appoint such Officers as they consider necessary
on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as
the Directors may think fit. Unless otherwise specified in the terms of their appointment an Officer may be removed by resolution of
the Directors or Members. An Officer may vacate their office at any time if they give notice in writing to the Company that they resign
their office. |
| 36 | No Minimum Shareholding |
| | The Company in general meeting may fix a minimum shareholding required to be held by a Director, but
unless and until such a shareholding qualification is fixed a Director is not required to hold Shares. |
| 37 | Remuneration of Directors |
| 37.1 | The remuneration to be paid to the Directors, if any, shall
be such remuneration as the Directors shall determine, provided that no cash remuneration shall be paid to any Director by the Company
prior to the consummation of a Business Combination. The Directors shall also, whether prior to or after the consummation of a Business
Combination, be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance
at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class
of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties
as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one
such method and partly the other. |
| 37.2 | The Directors may by resolution approve additional remuneration
to any Director for any services which in the opinion of the Directors go beyond that Director’s ordinary routine work as a Director.
Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity
shall be in addition to their remuneration as a Director. |
| 38.1 | The Company may, if the Directors so determine, have a Seal.
The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument
to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some Officer or other person
appointed by the Directors for the purpose. |
| 38.2 | The Company may have for use in any place or places outside
the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors
so determine, with the addition on its face of the name of every place where it is to be used. |
| 38.3 | A Director or Officer, representative or attorney of the Company
may without further authority of the Directors affix the Seal over their signature alone to any document of the Company required to be
authenticated by them under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. |
| 39 | Dividends, Distributions and Reserve |
| 39.1 | Subject to the Statute and this Article and except as otherwise
provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue
and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend
shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend
specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised
or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law. |
| 39.2 | Except as otherwise provided by the rights attached to any Shares,
all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued
on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly. |
| 39.3 | The Directors may deduct from any Dividend or other distribution
payable to any Member all sums of money (if any) then payable by the Member to the Company on account of calls or otherwise. |
| 39.4 | The Directors may resolve that any Dividend or other distribution
be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares,
debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution,
the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution
of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value
so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient
to the Directors. |
| 39.5 | Except as otherwise provided by the rights attached to any Shares,
Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions
that may be required and how any costs involved are to be met. |
| 39.6 | The Directors may, before resolving to pay any Dividend or other
distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable
for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the
Company. |
| 39.7 | Any Dividend, other distribution, interest or other monies payable
in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the
registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the
Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or
warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual
receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders. |
| 39.8 | No Dividend or other distribution shall bear interest against
the Company. |
| 39.9 | Any Dividend or other distribution which cannot be paid to a
Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may,
in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not
be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member.
Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other
distribution becomes payable shall be forfeited and shall revert to the Company. |
| | The Directors may at any time capitalise any sum standing to the credit of any of the
Company’s reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum
standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in
the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way
of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and
distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall
do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such
provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of
fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter
on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters
incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and
the Company. |
| 41.1 | The Directors shall cause proper books of account (including,
where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money
received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases
of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of
five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of
account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions. |
| 41.2 | The Directors shall determine whether and to what extent and
at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open
to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account
or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting. |
| 41.3 | The Directors may cause to be prepared and to be laid before
the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts
as may be required by law. |
| 42.1 | The Directors may appoint an Auditor of the Company who shall
hold office on such terms as the Directors determine. |
| 42.2 | Without prejudice to the freedom of the Directors to establish
any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required
by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors
and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual
basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the Designated Stock
Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. The
Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate. |
| 42.3 | If the Shares (or depositary receipts therefor) are listed or
quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing
basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest. |
| 42.4 | The remuneration of the Auditor shall be fixed by the Audit
Committee (if one exists). |
| 42.5 | If the office of Auditor becomes vacant by resignation or death
of the Auditor, or by their becoming incapable of acting by reason of illness or other disability at a time when their services are required,
the Directors shall fill the vacancy and determine the remuneration of such Auditor. |
| 42.6 | Every Auditor of the Company shall have a right of access at
all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers such
information and explanation as may be necessary for the performance of the duties of the Auditor. |
| 42.7 | Auditors shall, if so required by the Directors, make a report
on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case
of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting
following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and
at any other time during their term of office, upon request of the Directors or any general meeting of the Members. |
| 42.8 | Any payment made to members of the Audit Committee (if one exists)
shall require the review and approval of the Directors, with any Director interested in such payment abstaining from such review and
approval. |
| 42.9 | The Audit Committee shall monitor compliance with the terms
of the IPO and, if any non-compliance is identified, the Audit Committee shall be charged with the responsibility to take all
action necessary to rectify such non-compliance or otherwise cause compliance with the terms of the IPO. |
| 42.10 | At least one member of the Audit Committee shall be an “audit committee financial
expert” as determined by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission
and/or any other competent regulatory authority or otherwise under Applicable Law. The “audit committee financial
expert” shall have such past employment experience in finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background which results in the individual’s financial sophistication. |
| 43.1 | Notices shall be in writing and may be given by the Company
to any Member either personally or by sending it by courier, post, telex, fax or email to such Member or to such Member’s address
as shown in the Register of Members (or where the notice is given by email by sending it to the email address provided by such Member).
Notice may also be served by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange,
the Securities and Exchange Commission and/or any other competent regulatory authority or by placing it on the Company’s Website. |
| 43.2 | Where a notice is sent by: |
| (a) | courier; service of the notice shall be deemed to be effected
by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or
Sundays or public holidays) following the day on which the notice was delivered to the courier; |
| (b) | post; service of the notice shall be deemed to be effected
by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth
day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted; |
| (c) | telex or fax; service of the notice shall be deemed to be
effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted; |
| (d) | email or other Electronic Communication; service of the notice
shall be deemed to be effected by transmitting the email to the email address provided by the intended recipient and shall be deemed
to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the email to be acknowledged
by the recipient; and |
| (e) | placing it on the Company’s Website; service of the
notice shall be deemed to have been effected one hour after the notice or document was placed on the Company’s Website. |
| 43.3 | A notice may be given by the Company to the person or persons
which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same
manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of
representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the
persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been
given if the death or bankruptcy had not occurred. |
| 43.4 | Notice of every general meeting shall be given in any manner
authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting
except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members
and every person upon whom the ownership of a Share devolves because they are a legal personal representative or a trustee in bankruptcy
of a Member where the Member but for their death or bankruptcy would be entitled to receive notice of the meeting, and no other person
shall be entitled to receive notices of general meetings. |
| 44.1 | If the Company shall be wound up, the liquidator shall apply
the assets of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator thinks fit. Subject
to the rights attaching to any Shares, in a winding up: |
| (a) | if the assets available for distribution amongst the Members
shall be insufficient to repay the whole of the Company’s issued share capital, such assets shall be distributed so that, as nearly
as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or |
| (b) | if the assets available for distribution amongst the Members
shall be more than sufficient to repay the whole of the Company’s issued share capital at the commencement of the winding up, the
surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the
winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for
unpaid calls or otherwise. |
| 44.2 | If the Company shall be wound up the liquidator may, subject
to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval required by
the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist
of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as
between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets
in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no
Member shall be compelled to accept any asset upon which there is a liability. |
| 45 | Indemnity and Insurance |
| 45.1 | Every Director and Officer (which for the avoidance of doubt,
shall not include auditors of the Company), together with every former Director and former Officer (each an “Indemnified Person”)
shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses,
including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their
functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default.
No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect)
of the carrying out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such
Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless
or until a court of competent jurisdiction shall have made a finding to that effect. |
| 45.2 | The Company shall advance to each Indemnified Person reasonable
attorneys’ fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation
involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder,
the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment
or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be
determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect
to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any
advancement shall be returned to the Company (without interest) by the Indemnified Person. |
| 45.3 | The Directors, on behalf of the Company, may purchase and maintain
insurance for the benefit of any Director or Officer against any liability which, by virtue of any rule of law, would otherwise attach
to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation
to the Company. |
| | Unless the Directors otherwise prescribe, the financial year of the Company shall end on
31st December in each year and, following the year of incorporation, shall begin on 1st January in
each year. |
| 47 | Transfer by Way of Continuation |
| 47.1 | If the Company is exempted as defined in the Statute, it shall,
subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation
as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. For the
purposes of a Special Resolution to be passed pursuant to this Article, a holder of Class B Shares shall have ten votes for every
Class B Share of which he is the holder and a holder of Class A Shares shall have one vote for every Class A Share of
which he is the holder. |
| 47.2 | Prior to the consummation of a Business Combination, Article
47.1 may only be amended by a Special Resolution passed by at least 90% of such Members (which shall include a simple majority of the
holders of Class B Shares) as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting
of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written
resolution. |
| 48 | Mergers and Consolidations |
| | The Company shall have the power to merge or consolidate with one or more other constituent
companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute)
with the approval of a Special Resolution. |
| 49.1 | Notwithstanding any other provision of the Articles, this Article
shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation
of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between
this Article and any other Articles, the provisions of this Article shall prevail. |
| 49.2 | Prior to the consummation of a Business Combination, the Company
shall either: |
| (a) | submit such Business Combination to its Members for approval;
or |
| (b) | provide Members with the opportunity to have their Shares repurchased
by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned
on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company
shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001
prior to or upon consummation of such Business Combination. Such obligation to repurchase Shares is subject to the completion of the
proposed Business Combination to which it relates. |
| 49.3 | If the Company initiates any tender offer in accordance with
Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender
offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially
the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A
of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will
conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to
the tender offer rules, and file proxy materials with the Securities and Exchange Commission. |
| 49.4 | At a general meeting called for the purposes of approving a
Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company
shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination
unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater
net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination. |
| 49.5 | Any Member holding Public Shares who is not the Sponsor, a Founder,
Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares
redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”),
provided that no such Member acting together with any Affiliate of their or any other person with whom they are acting in concert or
as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise
this redemption right with respect to more than 15% of the Public Shares in the aggregate without the prior consent of the Company and
provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself
to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company
shall pay any such redeeming Member, regardless of whether they are voting for or against such proposed Business Combination, a per-Share redemption
price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior
to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes
payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption
price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business
Combination is approved and in connection with its consummation. The Company shall not redeem Public Shares that would cause the Company’s
net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”). |
| 49.6 | A Member may not withdraw a Redemption Notice once submitted
to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they
may do in whole or in part). |
| 49.7 | Notwithstanding any other provision of the Articles and the
prospectus relating to the IPO, the Company shall consummate a Business Combination by July 28, 2023, provided however that if the board
of Directors anticipates that the Company may not be able to consummate a Business Combination by July 28, 2023, the Company may, by
resolution of the board of Directors if requested by the Sponsor, without the need for any further approval of the Members, extend the
period of time to consummate a Business Combination up to nine (9) times, each by an additional one (1) month (for a total of up to 9
months until April 28, 2024) to complete a Business Combination, subject to the Sponsor or its affiliates or designees depositing additional
funds into the Trust Account, for each one (1) month period, the lesser of (a) US$85,000 for all remaining Public Shares, and (b) an
amount equal to US$0.04 for each remaining Public Share at the time of such deposit. In the event that the Company does not consummate
a Business Combination by July 28, 2023, or (in the case of nine (9) valid extensions of an additional one (1) month) April 28, 2024,
or such later time as the Members may approve in accordance with the Articles, the Company shall: |
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten
business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the
Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares
in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further
liquidation distributions, if any); and |
| (c) | as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, |
| | subject in each case to its obligations under Cayman Islands law to provide for claims of creditors
and other requirements of Applicable Law. |
| 49.8 | In the event that any amendment is made to the Articles: |
| (a) | to modify the substance or timing of the Company’s
obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not
consummate a Business Combination by July 28, 2023 (or, if the board of Directors has resolved to extend the period of time to consummate
a Business Combination as described in Article 49.7, up to April 28, 2024), or such later time as the Members may approve in accordance
with the Articles; or |
| (b) | with respect to any other provision relating to Members’
rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or
Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment
at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then
outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation. |
| 49.9 | A holder of Public Shares shall be entitled to receive distributions
from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article,
or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right
or interest of any kind in the Trust Account. |
| 49.10 | After the issue of Public Shares, and prior to the consummation of a Business Combination, the
Company shall not issue additional Shares or any other securities that would entitle the holders thereof to: |
| (a) | receive funds from the Trust Account; or |
| (b) | vote as a class with Public Shares on a Business Combination. |
| 49.11 | A Director may vote in respect of a Business Combination in which such Director has a conflict of
interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the
other Directors. |
| 49.12 | As long as the securities of the Company are listed on the Nasdaq Global Market, the Company must
complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust
Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of
the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be
effectuated with another blank cheque company or a similar company with nominal operations. |
| 49.13 | The Company may enter into a Business Combination with a target business that is Affiliated with the
Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that
is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will
obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions
that such a Business Combination is fair to the Company from a financial point of view. |
| | Each Tax Filing Authorised Person and any such other person, acting alone, as any Director shall
designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9 and
8832 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign
governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as
may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any
Tax Filing Authorised Person or such other person prior to the date of the Articles. |
| 51.1 | To the fullest extent permitted by Applicable Law, no individual
serving as a Director or an Officer (“Management”) shall have any duty, except and to the extent expressly assumed
by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company.
To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered
an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for Management, on the one
hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable
Law, Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the
Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason of the fact that such party
pursues or acquires such corporate opportunity for itself or themselves, directs such corporate opportunity to another person, or does
not communicate information regarding such corporate opportunity to the Company. |
| 51.2 | Except as provided elsewhere in this Article, the Company hereby
renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction
or matter which may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer who is also
a member of Management acquires knowledge. |
| 51.3 | To the extent a court might hold that the conduct of any activity
related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company
hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for
such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted
in the future and that have been conducted in the past. |
| 52 | Exclusive Jurisdiction and Forum |
| 52.1 | Unless the Company consents in writing to the selection of an
alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in
connection with the Memorandum, the Articles or otherwise related in any way to each Member’s shareholding in the Company, including
but not limited to: |
| (a) | any derivative action or proceeding brought on behalf of the
Company; |
| (b) | any action asserting a claim of breach of any fiduciary or
other duty owed by any current or former Director, Officer or other employee of the Company to the Company or the Members; |
| (c) | any action asserting a claim arising pursuant to any provision
of the Statute, the Memorandum or the Articles; or |
| (d) | any action asserting a claim against the Company governed
by the internal affairs doctrine (as such concept is recognised under the laws of the United States of America). |
| 52.2 | Each Member irrevocably submits to the exclusive jurisdiction
of the courts of the Cayman Islands over all such claims or disputes. |
| 52.3 | Without prejudice to any other rights or remedies that the Company
may have, each Member acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of
the Cayman Islands as exclusive forum and that accordingly the Company shall be entitled, without proof of special damages, to the remedies
of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the
Cayman Islands as exclusive forum. |
| 52.4 | Article 52.1, Article 52.2 and Article 52.3 shall not apply
to any action or suits brought to enforce any liability or duty created by the U.S. Securities Act of 1933, as amended, the Exchange
Act, or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States,
the sole and exclusive forum for determination of such a claim. |
29
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: US$85,000
Dated: July 28, 2023
New York, New York
FOR VALUE RECEIVED, Aimfinity Investment
Corp. I (the “Maker” or the “Company”) promises to pay to the order of I-Fa Chang, sole member and
manager of Aimfinity Investment LLC, or his assignees or successors in interest (the “Payee”), the principal sum
of Eighty-five Thousand Dollars (US$85,000), on the terms and conditions described below. All payments on this Note shall be made by wire
transfer of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with
the provisions of this note (the “Note”).
1. | Principal. The principal balance of this Note shall be
payable by the Maker to the Payee upon the date on which the Maker consummates a business combination or merger with a qualified target
company (as described in its Prospectus (as defined below)) (a “Business Combination”) or the date of expiry of the term
of the Maker, whichever is earlier (such date, the “Maturity Date”). The principal balance may be prepaid at any time prior
to the Maturity Date without penalty. Under no circumstances shall any individual, including but not limited to any officer, director,
employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder. |
2. | Conversion Rights. The Payee has the right, but not the obligation, to convert this Note, in whole
or in part, into private units (the “Units”) of the Maker, each consisting of one Class A ordinary share, one Class
1 redeemable warrant and one-half of one Class 2 redeemable warrant, as described in the Prospectus of the Maker (File Number 333-263874)
(the “Prospectus”), by providing the Maker with written notice of its intention to convert this Note at least two business
days prior to the closing of a Business Combination. The number of Units to be received by the Payee in connection with such conversion
shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00. |
| (a) | Fractional Units. No fractional Units will be issued upon conversion of this Note. In lieu of any
fractional Units to which Payee would otherwise be entitled, the Maker will pay to Payee in cash the amount of the unconverted principal
balance of this Note that would otherwise be converted into such fractional Units. |
| (b) | Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert
this Note at least two business days prior to the closing of a Business Combination, this Note shall be deemed to be converted on such
closing date. At its expense, the Maker will, upon receipt of such conversion notice, as soon as practicable after consummation of a Business
Combination, issue and deliver to Payee, at Payee’s address as requested by Payee in its conversion notice, a certificate or certificates
for the number of Units to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable
state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Units
as described herein. |
3. | Interest. This Note does not carry any interest on the unpaid principal balance of this Note, provided,
that, any overdue amounts shall accrue default interest at a rate per annum equal to the interest rate which is the prevailing short term
United States Treasury Bill rate, from the date on which such payment is due until the day on which all sums due are received by the Payee. |
4. | Application of Payments. All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due under this Note, including but not limited to reasonable attorney’s and auditor’s fees and
expenses, then to the payment in full of any late charges, and finally to the reduction of the unpaid principal balance of this Note. |
5. | Events of Default. The following shall constitute an event of default (each, an “Event
of Default”): |
| (a) | Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant
to this Note more than 5 business days of the Maturity Date. |
| (b) | Voluntary Bankruptcy, etc. The commencement by the Maker of a voluntary case under any applicable
bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial
part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay
its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing. |
| (c) | Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days. |
| (d) | Breach of Other Obligations. The Maker fails to perform or comply with any one or more of its obligations
under this Note. |
| (e) | Cross Default. Any present or future indebtedness of the Maker in respect of moneys borrowed
or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any event of default,
or any such indebtedness is not paid when due or, as the case may be, within any applicable grace period. |
| (f) | Enforcement Proceedings. A distress, attachment, execution or other legal process is levied or
enforced on or against any assets of the Maker which is not discharged or stayed within 30 days. |
| (g) | Unlawfulness and Invalidity. It is or becomes unlawful for the Maker to perform any of its obligations
under this Note, or any obligations of the Maker under this Note are not or cease to be legal, valid, binding or enforceable. |
| (a) | Upon the occurrence of an Event of Default specified in Section 5(a) and 5(d) hereof, the Payee may, by
written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note,
and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the documents evidencing the same
to the contrary. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 5(b), 5(c), 5(e), 5(f) and 5(g) hereof,
the unpaid principal balance of this Note, and all other sums payable with regard to this Note hereunder, shall automatically and immediately
become due and payable, in all cases without any action on the part of the Payee. |
7. | Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for
any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision
or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Payee all such Taxes
so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note
received by the Payee after payment of all such Taxes shall be not less than the full amount provided hereunder. |
8. | Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of
any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property,
from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time
for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any
writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee. |
9. | Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications
that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For
the purpose of this Note, “business day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks
are open in China and New York for general banking business. |
10. | Notices. All notices, statements or other documents which are required or contemplated by this
Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service
to the address most recently provided in writing to such party or such other address as may be designated in writing by such party, (ii)
by fax to the number most recently provided to such party or such other fax number as may be designated in writing by such party, or (iii)
by email, to the email address most recently provided to such party or such other email address as may be designated in writing by such
party. Any notice or other communication so transmitted shall be deemed to have been given on (a) the day of delivery, if delivered personally,
(b) only if the receipt is acknowledged, the day after such receipt, if sent by fax or email, (c) the business day after delivery to an
overnight courier service, if sent by an overnight courier service, or (d) 5 days after mailing if sent by first class registered or certified
mail. |
11. | Construction. This Note shall be construed and enforced in accordance with the laws of New York,
without regard to conflict of law provisions thereof. |
12. | Severability. Any provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. The Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any amounts contained in the trust account deriving from the proceeds of the IPO conducted by the Maker and the proceeds of the
sale of securities in a private placement (if any) prior to the effectiveness of the IPO, as described in greater detail in the Prospectus
filed with the Securities and Exchange Commission in connection with the IPO (the “Trust Account Funds”), and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the Trust Account Funds or any distribution therefrom
for any reason whatsoever. If Maker does not consummate the Business Combination, this Note shall be repaid only from amounts other than
Trust Account Funds, if any. |
13. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of the Maker and the Payee. |
14. | Assignment. This Note shall be binding upon the Maker and its successors and assigns and is for
the benefit of the Payee and its successors and assigns, except that the Maker may not assign or otherwise transfer its rights or obligations
under this Note. The Payee may at any time without the consent of or notice to the Maker assign to one or more entities all or a portion
of its rights under this Note. |
[signature page follows]
The Parties, intending to be legally bound hereby,
have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER: |
|
|
|
|
Aimfinity Investment Corp. I |
|
|
|
|
By: |
/s/ I-Fa Chang |
|
Name: |
I-Fa Chang |
|
Title: |
CEO and Chairman |
|
PAYEE: |
|
|
|
I-Fa Chang |
|
|
|
By: |
/s/ I-Fa Chang |
|
[signature page to the promissory note]
5
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1903464/000121390023060948/ex99-1_001.jpg)
Aimfinity Investment Corp. I Announces Results
of the Extraordinary General Meeting of the Shareholders and Extension of the Deadline for an Initial Business Combination
Wilmington, Delaware, July 27, 2023 (GLOBE
NEWSWIRE) -- Aimfinity Investment Corp. I (NASDAQ: AIMAU) (the “Company”), a blank check company incorporated as a Cayman
Islands exempted company, today announced it held an extraordinary general meeting of the shareholders (the “Extraordinary General
Meeting”) and obtained the shareholders’ approval for the proposals.
At the Extraordinary General Meeting, the shareholders
of the Company approved, by special resolution, to amend the Company’s Amended and Restated Memorandum and Articles of Association
(the “Charter”) to allow the Company until July 28, 2023 to consummate an initial business combination and may elect to extend
the period to consummate an initial business combination up to nine times, each by an additional one-month period, for a total of up to
nine months to April 28, 2024, by depositing to the Company’s trust account (the “Trust Account”) the lesser of (i)
$85,000 for all public shares and (ii) $0.04 for each public share for each one-month extension (each such deposit, a “Monthly Extension
Payment”).
Pursuant to the shareholders’ approval,
the Company may extend on monthly basis from July 28, 2023 until April 28, 2024 or such an earlier date as may be requested by the sponsor
of the Company, Aimfinity Investment LLC (the “Sponsor”), and authorized by its board, to complete a business combination by
depositing the Monthly Extension Payment for each month into the Trust Account.
Mr. I-Fa Chang, the sole member and manager of
the Sponsor, as the designee of the Sponsor, deposited an aggregate of $85,000 into the Trust Account on July 27, 2023. As a result, the
Company extended the deadline that it must complete its initial business combination from July 28, 2023 to August 28, 2023.
About Aimfinity Investment Corp. I
Aimfinity Investment Corp. I is a blank
check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses or entities. The Company has not selected any
business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly,
with any business combination target with respect to an initial business combination with it. While the Company will not be limited to
a particular industry or geographic region in its identification and acquisition of a target company, it will not complete its initial
business combination with a target that is headquartered in China (including Hong Kong and Macau) or conducts a majority of its business
in China (including Hong Kong and Macau).
Forward-Looking Statements
This press release includes forward looking statements that involve
risks and uncertainties. Forward looking statements are subject to numerous conditions, risks and changes in circumstances, many of which
are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual
Report on Form 10-K filed on April 17, 2023. Such forward-looking statements include the successful consummation of the Company’s initial
public offering or exercise of the underwriters’ over-allotment option. The Company expressly disclaims any obligations or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact Information:
Aimfinity Investment Corp. I
I-Fa Chang
Chief Executive Officer
221 W 9th St, PMB 235
Wilmington, Delaware 19801
ceo@aimfinityspac.com
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