Item 1.01. |
Entry into a Material Definitive Agreement. |
Investment Agreement Amendment
On April 6, 2023, April 10, 2023 and April 11, 2023, Worldwide Webb Acquisition Corp. (the “Company”), Worldwide Webb Acquisition Sponsor, LLC (the “Sponsor”), the sponsor of the Company, and certain other parties (the “Investors”) entered into amendments (the “Investment Agreement Amendments”) to those certain investment agreements entered into in connection with the Company’s IPO among the Company, the Sponsor and the Investors party thereto (the “Original Investment Agreements”) to amend the lock-up period relating to certain shares of the Company, as specified in the Original Investment Agreements, to the earlier of 150 days after the Company consummates an initial business combination, or subsequent to the initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
The foregoing description of the Investment Agreement Amendments does not purport to be complete and is qualified in its entirety by reference to the form of Investment Agreement Amendment filed hereto as Exhibit 10.1 and incorporated herein by reference.
Administrative Services Agreement Amendment
On April 10, 2023, the Company and the Sponsor entered into an amendment (the “Administrative Services Agreement Amendment”) to that certain Administrative Services Agreement, dated October 19, 2021, between the Company and the Sponsor, to amend the total amount which the Company would pay Sponsor for certain administrative services to a maximum of $160,000.
The foregoing description of the Administrative Services Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Administrative Services Agreement Amendment filed hereto as Exhibit 10.2 and incorporated herein by reference.
Letter Agreement Amendment
On April 10, 2023, the Company, the Sponsor and the officers and directors of the Company (the “Insiders”) entered into an amendment (the “Letter Agreement Amendment”) to that certain letter agreement, dated October 19, 2021, among the Company, the Sponsor and the Insiders (the “Original Letter Agreement”), to, among other things, amend the lock-up period relating to certain shares of the Company, as specified in the Original Letter Agreement, to the earlier of 150 days after the completion of the Company’s initial business combination, or subsequent to the initial business combination, the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
The foregoing description of the Letter Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement Amendment filed hereto as Exhibit 10.3 and incorporated herein by reference.
Where You Can Find Additional Information
This Current Report relates to a proposed business combination transaction among the Company and Aark Singapore Pte. Ltd. (“Aeries”). In connection with the proposed transaction, the Company intends to file with the SEC a registration statement on Form S-4 and proxy statement/prospectus (the “Proxy”) to solicit shareholder approval of the proposed business combination. The definitive Proxy (if and when available) will be delivered to the Company’s shareholders. The Company may also file other relevant documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY AND ALL OTHER