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Cayman Islands
|
| |
6770
|
| |
98-1586922
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
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|
David A. Sakowitz
Bradley C. Vaiana Winston & Strawn LLP 200 Park Avenue New York, New York 10166 Tel: (212) 294-6700 |
| |
Matthew Gilbert
Maples and Calder c/o PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: (345) 949-8066 |
| |
Douglas S. Ellenoff
Stuart Neuhauser Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Tel: (212) 370-1300 |
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Large accelerated filer ☐
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| | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☒ | |
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Title of Each Class of Security Being Registered
|
| | |
Amount
Being Registered |
| | |
Proposed Maximum
Offering Price per Security(1) |
| | |
Proposed
Maximum Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
| |||||||||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2)
|
| | |
23,000,000 Units
|
| | | | $ | 10.00 | | | | | | $ | 230,000,000 | | | | | | $ | 25,093.00 | | |
Class A ordinary shares included as part of the units(3)
|
| | |
23,000,000 Shares
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Redeemable warrants included as part of the units(3)
|
| | |
11,500,000 Warrants
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Total
|
| | | | | | | | | | | | | | | $ | 230,000,000 | | | | | | $ | 25,093.00 | | |
| | | | | 1 | | | |
| | | | | 34 | | | |
| | | | | 35 | | | |
| | | | | 37 | | | |
| | | | | 75 | | | |
| | | | | 76 | | | |
| | | | | 79 | | | |
| | | | | 80 | | | |
| | | | | 82 | | | |
| | | | | 83 | | | |
| | | | | 88 | | | |
| | | | | 117 | | | |
| | | | | 126 | | | |
| | | | | 130 | | | |
| | | | | 132 | | | |
| | | | | 151 | | | |
| | | | | 162 | | | |
| | | | | 171 | | | |
| | | | | 171 | | | |
| | | | | 171 | | | |
| | | | | F-1 | | |
| | |
June 30, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Working capital (deficiency)(1)
|
| | | $ | (195,053) | | | | | $ | 173,389,823 | | |
Total assets(2)
|
| | | $ | 221,910 | | | | | $ | 202,463,823 | | |
Total liabilities(3)
|
| | | $ | 208,087 | | | | | $ | 29,074,000 | | |
Value of Class A ordinary shares subject to possible redemption(4)
|
| | | $ | — | | | | | $ | 168,389,820 | | |
Shareholder’s equity(5)
|
| | | $ | 13,823 | | | | | $ | 5,000,003 | | |
|
Public shares
|
| | | | 20,000,000 | | |
|
Founder shares
|
| | | | 5,000,000 | | |
|
Total shares
|
| | | | 25,000,000 | | |
|
Total funds in trust available for initial business combination (less deferred underwriting commissions)
|
| | | $ | 191,000,000 | | |
|
Initial implied value per public share
|
| | | $ | 10.05 | | |
|
Implied value per share upon consummation of initial business combination
|
| | | $ | 8.00 | | |
| | |
Without
Over-Allotment Option(4) |
| |
Over-Allotment
Option Fully Exercised |
| ||||||
Gross Proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 200,000,000 | | | | | $ | 230,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 7,000,000 | | | | | | 7,750,000 | | |
Total gross proceeds
|
| | | $ | 207,000,000 | | | | | $ | 237,750,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 4,000,000 | | | | | $ | 4,000,000 | | |
Legal fees and expenses
|
| | | | 300,000 | | | | | | 300,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
SEC/FINRA expenses
|
| | | | 60,093 | | | | | | 60,093 | | |
Travel and road show
|
| | | | 20,000 | | | | | | 20,000 | | |
Nasdaq listing and filing fees
|
| | | | 75,000 | | | | | | 75,000 | | |
Miscellaneous
|
| | | | 14,907 | | | | | | 14,907 | | |
Total offering expenses (other than underwriting commissions)
|
| | | $ | 550,000 | | | | | $ | 550,000 | | |
Proceeds after estimated offering expenses
|
| | | $ | 202,450,000 | | | | | $ | 233,200,000 | | |
Held in trust account(4)
|
| | | $ | 201,000,000 | | | | | $ | 231,150,000 | | |
% of public offering size
|
| | | | 100.5% | | | | | | 100.5% | | |
Not held in trust account
|
| | | $ | 1,450,000 | | | | | $ | 2,050,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any
business combination(7) |
| | | | 250,000 | | | | | | 17.2% | | |
Initial cost of directors and officers insurance(3)
|
| | | | 600,000 | | | | | | 41.4% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 75,000 | | | | | | 5.2% | | |
Nasdaq and other regulatory fees
|
| | | | 75,000 | | | | | | 5.2% | | |
Payment for office space, secretarial and administrative services
|
| | | | 240,000 | | | | | | 16.6% | | |
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target
|
| | | | 100,000 | | | | | | 6.9% | | |
Working capital to cover miscellaneous expenses
|
| | | | 110,000 | | | | | | 7.5% | | |
Total | | | | $ | 1,450,000 | | | | | | 100.0% | | |
| | |
Without Over-
allotment |
| |
With Over-
allotment |
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.03) | | | | | | (0.03) | | |
Increase attributable to public shareholders
|
| | | $ | 0.64 | | | | | $ | 0.56 | | |
Pro forma net tangible book value after this offering and the sale of the Private Placement Warrants
|
| | | $ | 0.61 | | | | | | 0.53 | | |
Dilution to public shareholders
|
| | | $ | 9.39 | | | | | $ | 9.47 | | |
Percentage of dilution to public shareholders
|
| | | | 93.9% | | | | | | 94.7% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average
Price per share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Initial Stockholders (1)
|
| | | | 5,000,000 | | | | | | 20% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.005 | | |
Public Stockholders
|
| | | | 20,000,000 | | | | | | 80% | | | | | | 200,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | |
| | | | | 25,000,000 | | | | | | 100% | | | | | $ | 200,025,000 | | | | | | 100.00% | | | | | | | | |
| | |
Without Over-
allotment |
| |
With Over-
allotment |
| ||||||
Numerator:(1) | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (195,053) | | | | | $ | (195,053) | | |
Net proceeds from this offering and sale of the private placement warrants (1)
|
| | | | 202,450,000 | | | | | | 233,200,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering
|
| | | | 208,876 | | | | | | 208,876 | | |
Less: Deferred underwriting commissions
|
| | | | (10,000,000) | | | | | | (12,100,000) | | |
Less: Warrant liability
|
| | | | (19,074,000) | | | | | | (21,598,500) | | |
Less: Proceeds held in trust subject to redemption(2)
|
| | | | (168,389,820) | | | | | | (194,515,320) | | |
| | | | $ | 5,000,003 | | | | | $ | 5,000,003 | | |
Denominator: | | | | | | | | | | | | | |
Class B ordinary shares outstanding prior to this offering
|
| | | | 5,750,000 | | | | | | 5,750,000 | | |
Class B ordinary shares forfeited if over-allotment option is not exercised
|
| | | | (750,000) | | | | | | — | | |
Class A ordinary shares included in the units offered
|
| | | | 20,000,000 | | | | | | 23,000,000 | | |
Less: Shares subject to redemption
|
| | | | (16,755,206) | | | | | | (19,354,758) | | |
| | | | | 8,244,794 | | | | | | 9,395,242 | | |
| | |
June 30, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||
| | | | | | | | | |||||
Note payable to related party(1)
|
| | | $ | 136,500 | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 10,000,000 | | |
Warrant liabilities(2)
|
| | | | — | | | | | | 19,074,000 | | |
Class A ordinary shares subject to possible redemption; -0- and 16,755,206 shares, actual and as adjusted, respectively(3)
|
| | | | — | | | | | | 168,389,820 | | |
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; -0- and 3,244,794 shares issued and outstanding (excluding -0- and 16,755,206 shares subject to possible redemption), actual and as adjusted, respectively
|
| | | | — | | | | | | 324 | | |
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(4)
|
| | | | 575 | | | | | | 500 | | |
Additional paid-in capital(5)
|
| | | | 24,425 | | | | | | 7,350,380 | | |
Accumulated deficit
|
| | | | (11,177) | | | | | | (2,351,201) | | |
Total shareholders’ equity
|
| | | $ | 13,823 | | | | | $ | 5,000,003 | | |
Total capitalization
|
| | | $ | 150,323 | | | | | $ | 202,463,823 | | |
TYPE OF TRANSACTION
|
| |
WHETHER
SHAREHOLDER APPROVAL IS REQUIRED |
|
Purchase of assets | | |
No
|
|
Purchase of stock of target not involving a merger with the company | | |
No
|
|
Merger of target into a subsidiary of the company | | |
No
|
|
Merger of the company with a target | | |
Yes
|
|
| | |
Redemptions in
Connection with our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by our Affiliates |
| |
Redemptions if we fail
to Complete an Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days | | | If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial shareholders, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such | | | If we are unable to complete our initial business combination within 18 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.05 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution | |
| | |
Redemptions in
Connection with our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by our Affiliates |
| |
Redemptions if we fail
to Complete an Initial Business Combination |
|
| | | prior to the consummation of the initial business combination (which is initially anticipated to be $10.05 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001. | | | transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. | | | expenses) divided by the number of then outstanding public shares. | |
Impact to remaining shareholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | $201,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $167,400,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $201,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business
|
| | We must complete one or more business combinations having an aggregate fair market value of at least 80% of our 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 agreement to enter into the initial business combination. If our | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. | | | | |
Trading of securities issued
|
| | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor informs us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor
|
| | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares voted are voted in favor of the business combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they participate in or abstain from voting. | | | business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
Business combination deadline
|
| | If we are unable to complete an initial business combination within 18 months from the closing of this offering, we will (i) cease all operations except for | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. | | |
account are returned to investors.
|
|
Release of funds
|
| | Except for the withdrawal of interest to pay our taxes, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 18 months from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | public shares if we have not consummated an initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. | | | | |
Delivering share certificates in connection with the exercise of redemption rights
|
| | We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our | | | Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for delivery of its share certificates to verify ownership. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. | | | | |
Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote
|
| | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. However, we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. | | | Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. | |
Name
|
| |
Age
|
| |
Position
|
|
Guy Willner | | |
57
|
| | Executive Chairman and Director Nominee | |
Karen Bach | | |
51
|
| | Chief Executive Officer and Director Nominee | |
Noah Aptekar | | |
34
|
| | Chief Financial Officer, Chief Operations Officer and Director | |
Victoria Reid | | |
47
|
| | Vice President | |
Ian Spence | | |
50
|
| | Director Nominee | |
Andrew Bartley | | |
57
|
| | Director Nominee | |
Eduardo Marini | | |
41
|
| | Director Nominee | |
Shannon Grewer | | |
45
|
| | Director Nominee | |
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| Karen Bach | | | Aferian Plc | | | Media and Entertainment | | | Non-Executive Chairman | |
| | | | Consult Red | | | Technical Engineering | | | Non-Executive Chairman | |
| | | | Deep Matter | | | Chemistry Technology | | | Non-Executive Chairman | |
| | | | Datapharm | | | Health Technology | | | Non-Executive Director | |
| | | | The Escape Hunt Experience | | | Entertainment | | | Non-Executive Director | |
| | | | Purnoma | | | Consulting | | | Director and Consultant | |
| Noah Aptekar | | | Next Century Innovations | | | Consulting | | | Principal | |
| | | | IX Acquisition Services LLC | | | Consulting | | | Manager | |
| Guy Willner | | | IXcellerate | | | Information and Technology | | | Co-Founder and Chairman | |
| | | | IX Africa | | | Information and Technology | | | Co-Founder and Chairman | |
| | | |
International Data Center Group
|
| | Information and Technology | | | Executive Chairman | |
| Victoria Reid | | |
International Data Center Group
|
| | Information and Technology | | | Vice President of Business Development | |
| Ian Spence | | | Megabuyte | | | Information and Technology | | | Founder and Chairman | |
| | | | Agnosco Capital | | | Technology Consulting | | | Principal | |
| | | | Brown Place VCT PLC | | | Venture Capital and Private Equity | | | Non-Executive Director | |
| | | | Adam (HTT) | | | Information and Technology | | | Board Advisor | |
|
Eduardo Marini
|
| | Green4T | | | Technology Infrastructure | | | Chief Executive Officer | |
|
Shannon Grewer
|
| | Victoria Road | | | Fashion Technology | | | Co-Founder and Chief Executive Officer | |
| | | | NetEquity Networks | | | Technology Infrastructure | | | Legal Advisor | |
| | | | YPay Financial Services | | | Financial Technology | | | Legal Advisor | |
| | | | Frontier Tower Associates Philippines | | | Technology Infrastructure | | | Advisor | |
| Andrew Bartley | | | Emerging Insights LLC | | | Consulting | | | Principal | |
| | | | World Mobile Chain | | | Financial Consulting | | | Advisor | |
| | |
Number of
Shares Beneficially Owned(2)(4) |
| |
Approximate Percentage of
Outstanding Ordinary Shares |
| ||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Before Offering
|
| |
After Offering
|
| ||||||||||||
IX Acquisition Sponsor LLC (our sponsor)(3)
|
| | | | 5,750,000 | | | | | | 100% | | | | | | 20% | | |
Noah Aptekar(3)
|
| | | | — | | | | | | — | | | | | | — | | |
Guy Willner
|
| | | | — | | | | | | — | | | | | | — | | |
Karen Bach
|
| | | | — | | | | | | — | | | | | | — | | |
Victoria Reid
|
| | | | — | | | | | | — | | | | | | — | | |
Ian Spence
|
| | | | — | | | | | | — | | | | | | — | | |
Andrew Bartley
|
| | | | — | | | | | | — | | | | | | — | | |
Eduardo Marini
|
| | | | — | | | | | | — | | | | | | — | | |
Shannon Grewer
|
| | | | — | | | | | | — | | | | | | — | | |
All executive officers, directors and director nominees as a group
(eight individuals) |
| | | | — | | | | | | — | | | | | | — | | |
Underwriters(1)
|
| |
Number of
Units |
| |||
Cantor Fitzgerald & Co.
|
| | | | | | |
Odeon Capital Group, LLC
|
| | | | | | |
Total
|
| | |
|
20,000,000
|
| |
| | |
Paid by the Company
|
| |||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Unit(1)
|
| | | $ | 0.70 | | | | | $ | 0.70 | | |
Total(1) | | | | $ | 14,000,000 | | | | | $ | 16,100,000 | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | |
| | |
June 30, 2021
|
| |
March 11, 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets – cash
|
| | | $ | 13,034 | | | | | $ | — | | |
Deferred offering costs
|
| | | | 208,876 | | | | | | 109,922 | | |
TOTAL ASSETS
|
| | | $ | 221,910 | | | | | $ | 109,922 | | |
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accrued expenses
|
| | | $ | — | | | | | $ | 5,500 | | |
Accrued offering costs
|
| | | | 71,587 | | | | | | 84,922 | | |
Promissory note – related party
|
| | | | 136,500 | | | | |
|
—
|
| |
Total Liabilities
|
| | | | 208,087 | | | | | | 90,422 | | |
Commitments (Note 6) | | | | | | | | | | | | | |
Shareholder’s Equity | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 issued and outstanding(1)
|
| | | | 575 | | | | | | 575 | | |
Additional paid-in capital
|
| | | | 24,425 | | | | | | 24,425 | | |
Accumulated deficit
|
| | | | (11,177) | | | | | | (5,500) | | |
Total Shareholder’s Equity
|
| | | | 13,823 | | | | | | 19,500 | | |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
|
| | | $ | 221,910 | | | | | $ | 109,922 | | |
| | |
June 30, 2021
|
| |
March 11, 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
Formation and operating costs
|
| | | $ | 11,177 | | | | | $ | 5,500 | | |
Net Loss
|
| | | $ | (11,177) | | | | | $ | (5,500) | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | | | | $ | (0.00) | | |
| | |
Class B Ordinary
Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance at March 1, 2021 (Inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor(1)
|
| | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (5,500) | | | | | | (5,500) | | |
Balance at March 11, 2021 (Audited)
|
| | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | (5,500) | | | | | | 19,500 | | |
Net loss (unaudited)
|
| | | | — | | | | | | — | | | | | | — | | | | | | (5,677) | | | | | | (5,677) | | |
Balance at June 30, 2021 (unaudited)
|
| | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (11,177) | | | | | $ | 13,823 | | |
| | |
June 30, 2021
|
| |
March 11, 2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | |||||
Net loss
|
| | | $ | (11,177) | | | | | $ | (5,500) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | |||||
Accrued expenses
|
| | | | — | | | | | | 5,500 | | |
Net cash used in operating activities
|
| | | | (11,177) | | | | | | — | | |
Proceeds from issuance of Promissory note to Sponsor
|
| | | | 125,000 | | | | | | — | | |
Payments of deferred offering costs
|
| | | | (100,789) | | | | | | — | | |
Net Cash provided by financing activities
|
| | | | 24,211 | | | | | | — | | |
Net Change in Cash
|
| | | | 13,034 | | | | | | — | | |
Cash – Beginning of period
|
| | | | — | | | | | | — | | |
Cash – End of period
|
| | | $ | 13,034 | | | | | $ | — | | |
Non-cash investing and financing activities: | | | | | | | | | |||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
|
| | | $ | 25,000 | | | | | $ | 25,000 | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | 71,587 | | | | | $ | 84,922 | | |
Deferred offering costs included in Promissory note-related party
|
| | | $ | 11,500 | | | | | $ | — | | |
|
SEC/FINRA expenses
|
| | | $ | 60,093 | | |
|
Accounting fees and expenses
|
| | | | 40,000 | | |
|
Printing and engraving expenses
|
| | | | 40,000 | | |
|
Travel and road show expenses
|
| | | | 20,000 | | |
|
Legal fees and expenses.
|
| | | | 300,000 | | |
|
Nasdaq listing and filing fees
|
| | | | 75,000 | | |
|
Miscellaneous
|
| | | | 14,907 | | |
|
Total
|
| | | $ | 550,000 | | |
Exhibit No.
|
| |
Description
|
|
1.1
|
| | Form of Underwriting Agreement.* | |
3.1
|
| | Memorandum and Articles of Association.* | |
3.2
|
| | Amended and Restated Memorandum and Articles of Association.* | |
3.3
|
| | Second Amended and Restated Memorandum and Articles of Association.* | |
4.1
|
| | Specimen Unit Certificate.* | |
4.2
|
| | Specimen Class A Ordinary Shares Certificate.* | |
4.3
|
| | Specimen Warrant Certificate.* | |
4.4
|
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
5.1
|
| | Opinion of Winston & Strawn LLP.* | |
5.2
|
| | Opinion of Maples and Calder.* | |
10.1
|
| | Form of Letter Agreement among the Registrant, IX Acquisition Sponsor LLC and each of the executive officers and directors of the Registrant.* | |
10.2
|
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
10.3
|
| | Form of Registration Rights Agreement among the Registrant, IX Acquisition Sponsor LLC and the Holders signatory thereto.* | |
10.4
|
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and IX Acquisition Sponsor LLC.* | |
10.5
|
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Underwriters. | |
10.6
|
| | Form of Indemnity Agreement.* | |
Exhibit No.
|
| |
Description
|
|
10.7
|
| | Promissory Note issued to IX Acquisition Sponsor LLC.* | |
10.8
|
| | Securities Subscription Agreement between the Registrant and IX Acquisition Sponsor LLC.* | |
10.9
|
| | Capital Commitment Agreement between the Registrant and IX Acquisition Sponsor LLC.* | |
10.10
|
| | Form of Administrative Services Agreement between the Registrant and IX Acquisition Services LLC* | |
10.11
|
| | Form of Investment Agreement between the Registrant, IX Acquisition Sponsor LLC and the 9.9% anchor investors* | |
10.12
|
| | Form of Investment Agreement between the Registrant, IX Acquisition Sponsor LLC and the 4.9% anchor investors* | |
14
|
| | Form of Code of Ethics.* | |
23.1
|
| | Consent of Marcum LLP.** | |
23.2
|
| | Consent of Winston & Strawn LLP (included on Exhibit 5.1).* | |
23.3
|
| | Consent of Maples and Calder (included on Exhibit 5.2).* | |
24
|
| | Power of Attorney (included on signature page to the initial filing of this Registration Statement).** | |
99.1
|
| | Form of Audit Committee Charter.** | |
99.2
|
| | Form of Compensation Committee Charter.** | |
99.3
|
| | Consent of Guy Willner.** | |
99.4
|
| | Consent of Karen Bach.** | |
99.5
|
| | Consent of Ian Spence.** | |
99.6
|
| | Consent of Andrew Bartley.** | |
99.7
|
| | Consent of Eduardo Marini.** | |
99.8
|
| | Consent of Shannon Grewer.** | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Karen Bach
Karen Bach
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| |
September 15, 2021
|
|
|
/s/ Noah Aptekar
Noah Aptekar
|
| |
Chief Financial Officer, Chief Operations Officer and Director (Principal Financial and Accounting Officer
|
| |
September 15, 2021
|
|
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of IX Acquisition Corp. (the “Company”) on Form S-1 of our report dated April 8, 2021, except for Fair Value of Financial Instruments and Derivative Financial Instruments in Note 2, Anchor Investor Agreements in Note 6, and Warrant Liability in Note 7, as to which the date is September 15, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of IX Acquisition Corp. as of March 11, 2021 and for the period from March 1, 2021 (inception) through March 11, 2021, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
Boston, MA
September 15, 2021
Exhibit 99.1
IX ACQUISITION CORP.
AUDIT COMMITTEE CHARTER
Effective [__________], 2021
I. | Purposes |
The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of IX Acquisition Corp. (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulatory requirements. To assist the Board in fulfilling its responsibilities, the Committee shall: (A) oversee: (i) audits of the financial statements of the Company; (ii) the integrity of the Company’s financial statements; (iii) the Company’s processes relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures; (iv) the qualifications, engagement, compensation, independence and performance of the Company’s independent auditor, and the auditor’s conduct of the annual audit of the Company’s financial statements and any other services provided to the Company; and (v) the performance of the Company’s internal audit function, if any; and (B) produce the annual report of the Committee required by the rules of the U.S. Securities and Exchange Commission (the “SEC”).
II. | Committee Membership |
A. | Composition |
The Committee shall consist of at least three members of the Board, subject to applicable phase-in rules of the Nasdaq Capital Market (“Nasdaq”). Except as otherwise directed by the Board, a director selected as a Committee member shall continue to be a member for as long as he or she remains a director or until his or her earlier resignation or removal from the Committee. Any member may be removed from the Committee by the Board, with or without cause, at any time. Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.
B. | Chair |
The Chair of the Committee shall be appointed from among the Committee members by, and serve at the pleasure of, the Board, shall preside at meetings of the Committee and shall have authority to convene meetings, set agendas for meetings, and determine the Committee’s information needs, except as otherwise provided by the Board or the Committee, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson. In the absence of the Chair at a duly convened meeting, the Committee shall select a temporary substitute from among its members to serve as chair of the meeting.
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C. | Independence |
Each member of the Committee shall be an “independent” director in accordance with applicable listing standards of Nasdaq and Rule 10A-3 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as the Company’s Corporate Governance Guidelines, subject to any exceptions or cure periods that are applicable pursuant to the foregoing requirements and the phase-in periods permitted under the rules of Nasdaq under which the Committee is required to have only one independent member at the time of listing, a majority of independent members within 90 days of listing and all independent members within one year of listing. Any action duly taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership provided herein.
D. | Financial Literacy |
Each member of the Committee shall in the judgment of the Board have the ability to read and understand fundamental financial statements and otherwise meet the financial literacy requirements of Nasdaq. At least one member shall be an “audit committee financial expert” as such term is defined under applicable SEC rules.
E. | Service on Multiple Audit Committees |
No member of the Committee may serve on the audit committee of more than three public companies, including the Company, unless the Board has determined that such simultaneous service would not impair the ability of such member to effectively serve on the Committee.
III. | Authority |
In discharging its role, the Committee is empowered to inquire into any matter that it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Company, and, subject to the direction of the Board, the Committee is authorized and delegated the authority to act on behalf of the Board with respect to any matter it determines to be necessary or appropriate to the accomplishment of its purposes.
The Committee shall have authority to retain, direct and oversee the activities of, and to terminate the engagement of, the Company’s independent auditor and any other accounting firm retained by the Committee to prepare or issue any other audit report or to perform any other audit, review or attest services and any legal counsel, accounting or other advisor or consultant hired to assist the Committee, all of whom shall be accountable to the Committee.
The Company shall provide the Committee with appropriate funding, as determined by the Committee, for the payment of (a) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; (b) compensation to any independent counsel or other advisers retained by the Committee in carrying out its duties; and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
2
IV. | Committee Meetings |
The Committee shall meet on a regularly scheduled basis at least four times per year and additionally as circumstances dictate.
The Committee shall establish its own schedule of meetings. The Committee may also act by unanimous written consent of its members.
Notice of meetings shall be given to all Committee members or may be waived, in the same manner as required for meetings of the Board. Meetings of the Committee may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other. A majority of the members of the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which a quorum is present shall constitute the action of the Committee. The Committee shall otherwise establish its own rules of procedure.
The Committee shall meet in executive session separately with each of the independent auditor, the internal auditor, if any, and with senior management, at least quarterly. At the end of each of the Committee’s regularly scheduled meetings, and more frequently as deemed necessary, the Committee shall meet in private session with only the Committee members.
V. | Delegation |
The Committee, by resolution approved by a majority of the Committee, may form and delegate any of its responsibilities to a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee and such delegation is not otherwise inconsistent with law and applicable rules and regulations of the SEC and Nasdaq.
VI. | Key Responsibilities |
The Committee relies on the expertise and knowledge of management, the internal auditors, if any, and the independent auditor in carrying out its oversight responsibilities. Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company, and for establishing and maintaining effective internal control over financial reporting. The independent auditor is responsible for auditing the Company’s financial statements and, if applicable, the Company’s internal control over financial reporting, and for reviewing the Company’s unaudited interim financial statements.
The responsibilities set forth in this charter do not reflect or create any duty or obligation of the Committee to plan or conduct any audit; to determine or certify that the Company’s financial statements are complete, accurate, fairly presented or in accordance with generally accepted accounting principles (“GAAP”) or applicable law; to guarantee or otherwise certify as to the independent auditor’s reports; to conduct investigations; or to assure compliance with laws and regulations or the Company’s code of business conduct and ethics, internal policies, procedures and controls. The following responsibilities are set forth as a guide for fulfilling the Committee’s purposes in such manner as the Committee determines is appropriate.
3
A. | Oversight of the Independent Auditor |
(i) | Independent Auditor Retention. The Committee is solely and directly responsible for the appointment, evaluation, compensation, retention and, if appropriate, replacement of the independent auditor. The Committee may, in its discretion, seek stockholder ratification of the public accounting firm selected to be the Company’s independent auditor. |
(ii) | Independence. The Committee shall assess at least annually the independent auditor’s independence. In connection with this assessment, the Committee shall ensure the receipt of and review formal written statements from the independent auditor delineating all relationships between the auditor and the Company, consistent with applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent auditor’s communications with the Committee concerning independence. The Committee shall engage in an active dialogue with the independent auditor concerning any disclosed relationships or services that may impact the objectivity and independence of the auditor and take, or recommend that the Board take, appropriate action to oversee and ensure the independence of the auditor. |
(iii) | Quality and Performance. The Committee shall evaluate at least annually the qualifications and performance of the independent auditor, including the lead partner. The evaluation will include obtaining a written report from the independent auditor describing the firm’s internal quality control procedures; any material issues raised by the most recent internal quality control review, PCAOB inspection, or other PCAOB review of the firm, by a peer review of the firm or by any inquiry or investigation by governmental or professional authorities within the past five years, concerning an independent audit or audits carried out by the firm, and any steps taken to address any such issues. |
(iv) | General Oversight. The independent auditor reports directly to the Committee. The Committee is responsible for oversight of the work of the independent auditor, including resolution of disagreements between management and the independent auditor regarding financial reporting. In connection with its oversight responsibility, the Committee shall consider the independent auditor’s communications regarding, among other things, critical accounting policies and practices, all alternative accounting treatments within GAAP related to items material to the financial statements that have been discussed with management, including the ramifications of the alternative treatments and the treatment preferred by the independent auditor, and all material written communications between the independent auditor and management, and shall review the effect or potential effect of any regulatory regime, accounting initiatives or off-balance sheet structures on the Company’s financial statements. |
4
(v) | Audit Oversight. The Committee shall establish with the independent auditor an understanding of the terms of the audit engagement, the role of the auditor with respect to the Company’s financial statements and coordination of audit efforts to ensure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of accounting firms other than the appointed auditors of the Company. The Committee shall review the scope of the annual audit or interim review (including the level of involvement with unaudited quarterly or other interim-period information), and discuss the results, including, without limitation, the independent auditor’s report and all matters required to be communicated to the Committee by the independent auditor in accordance with applicable auditing standards. |
The Committee shall discuss with the independent auditor, before the issuance of the audit report, the overall audit strategy, including the timing of the audit, significant risks the auditor identified and significant changes to the planned audit strategy or identified risks. The Committee shall review with the independent auditor any audit problems or difficulties encountered during the course of the audit work and management’s response, including any restrictions on the scope of the independent auditor’s activities or access to required records, data and information, any difficult or contentious matters for which the auditor consulted outside the engagement team (for example, the audit firm’s national office), any significant disagreements with management, and any other matters arising from the audit that are significant to the oversight of the Company’s financial reporting process.
(vi) | Auditor Rotation. The Committee shall consider whether, in addition to assuring the regular rotation of the lead audit partner as required by law, in the interest of assuring continuing independence of an independent auditor, the Company should regularly rotate the firm appointed as the Company’s independent auditor. |
(vii) | Pre-Approval of Auditor Services. The Committee is exclusively authorized and directed to consider and, in its discretion, approve in advance any services (including the fees and material terms thereof) proposed to be carried out for the Company by the independent auditor or by any other firm proposed to be engaged by the Company as its independent auditor. In connection with approval of any permissible tax services and services related to internal control over financial reporting, the Committee shall discuss with the independent auditor the potential effects of such services on the independence of the auditor. |
B. | Financial Statements and Other Financial Disclosures |
(i) | Quality and Integrity of Financial Statements. The Committee shall review and discuss with management and the independent auditor: the critical accounting policies and practices used by the Company, and any significant changes in the selection or application of the Company’s accounting and auditing principles and practices as suggested by the Company’s independent auditor, internal auditors, if any, or management; the accounting treatment to be applied in respect of significant new transactions or other significant events not in the ordinary course of the Company’s business; other policies and procedures adopted by the Company to fulfill its responsibilities regarding the presentation of financial statements in accordance with GAAP and applicable rules and regulations of the SEC, including the proper explanation and reconciliation of any non-GAAP measures presented; and any issues that arise with respect to the quality or integrity of the Company’s financial statements. |
5
(ii) | Audited Financial Statements. The Committee shall review and discuss with management and the independent auditor, before the issuance of the audit report, the financial statements and related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” proposed to be included in the Company’s Annual Report on Form 10-K. In this connection, the Committee shall review and discuss with management and the independent auditor the analyses prepared by management setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements (including analyses of the effects of alternative GAAP methods on the financial statements), and such other matters for which discussion shall be required by applicable auditing and related PCAOB standards. The Committee shall make a recommendation to the Board as to whether such financial statements should be included in the Company’s Annual Report on Form 10-K. |
(iii) | Audit Committee Report. The Committee shall annually prepare an audit committee report for inclusion where necessary in the proxy statement relating to the annual meeting of stockholders and/or annual report of the Company. |
(iv) | Quarterly Financial Statements. The Committee shall review and discuss with management and the independent auditor the quarterly financial statements and related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” proposed to be included in the Company’s Quarterly Reports on Form 10-Q, together with the analyses prepared by management setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, and such other matters for which discussion shall be required by applicable auditing standards and related PCAOB standards. |
(v) | Earnings Releases and Other Financial Information. The Committee shall discuss with management and the independent auditor and, prior to issuance, review and approve the Company’s earnings releases, including the financial information, use of any “pro forma” or “adjusted” non-GAAP information, and earnings guidance (if such is provided) to be disclosed in such releases. The Committee shall also discuss with management other significant financial information to be provided to analysts or rating agencies. |
6
(vi) | Payments. The Committee shall review on a quarterly basis all payments made to the Company’s sponsor, officers or directors, or to the Company’s or their affiliates. |
C. | Controls and Procedures |
(i) | Oversight. The Committee shall provide oversight of management’s design and maintenance of the Company’s internal control over financial reporting and disclosure controls and procedures. Prior to the filing of the Company’s Annual Report on Form 10-K, the Committee shall review with the independent auditor, management and the head of the internal audit function, if any: the Company’s annual assessment and report and the independent auditor’s report on the effectiveness of the Company’s internal control over financial reporting, to the extent then applicable; any “material weakness” or “significant deficiency” in the design or operation of internal control over financial reporting, any steps taken to resolve any such control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting; and any related significant findings and recommendations of the independent auditor or internal audit function, if any, together with management’s responses (including, in the case of the independent auditor, any concerns regarding matters within the scope of, and compliance with, Section 10A of the Exchange Act). |
(ii) | Certifications. The Committee shall review and discuss with management and the independent auditor the certifications and any related disclosures made by the Company’s Chief Executive Officer and Chief Financial Officer in the Company’s periodic reports about the results of their evaluation of the effectiveness of disclosure controls and procedures and any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting, and any fraud involving management or other employees who have a significant role in the Company’s internal control over financial reporting, prior to the filing of the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. |
(iii) | Internal Audit Function. At least annually, the Committee shall review with the independent auditor the responsibilities, budget, staffing, effectiveness and performance of the internal audit function, if any, including the structure, qualification and activities of the internal audit function and the scope of internal audit responsibilities in relation to the independent auditor’s duties. The Committee shall review and assess the annual internal audit plan, if any, the process used to develop the plan, and the status of activities, significant findings, recommendations and management’s response. The Committee shall recommend for Board approval all matters related to responsibilities, budget and staffing of the internal audit function, if any. The Committee shall recommend for Board approval the appointment and, if appropriate, replacement of the senior internal audit executive. |
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(iv) | Hiring Policies. The Committee shall establish clear policies regarding the hiring of employees and former employees of the Company’s independent auditor. |
D. | Risk Management, Compliance and Ethics |
(i) | Risk Management. The Committee shall review and discuss with management, the head of the internal audit function, if any, and the independent auditor any significant risks or exposures and the Company’s policies and processes with respect to risk assessment and risk management, and shall assess the steps management has taken to monitor and control such risks, except with respect to those risks for which oversight has been assigned to other committees of the Board or retained by the Board. The Committee shall review the Company’s annual disclosures concerning the role of the Board in the risk oversight of the Company. |
(ii) | Legal and Regulatory Compliance. The Committee shall review and assess with the Chairman, Co-Chairman or Co-Executive Chairman of the Board or outside counsel, as appropriate, legal and regulatory matters that may have a material impact on the Company’s financial statements. The Committee shall also review and recommend for Board approval the code of business conduct and ethics and any other appropriate compliance policies, and will review requests for waivers under the code of business conduct and ethics sought with respect to any executive officer or director. The Committee shall review annually with the Chairman, Co-Chairman or Co-Executive Chairman of the Board or outside counsel, as appropriate, the scope, implementation and effectiveness of the ethics and compliance program, and any significant deviations by officers and employees from the code of business conduct and ethics or other compliance policies, and other matters pertaining to the integrity of management. |
(iii) | Procedures for Complaints. The Committee shall establish “whistleblowing” procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters. The Committee shall review any such significant complaints or concerns. |
(iv) | Review and Approval of Swap Transactions. The Committee shall at least annually review and approve the Company’s decision to enter into swaps and other derivative transactions that are exempt from exchange-execution and clearance requirements under “end-user exception” regulations, and review and discuss with management applicable Company policies governing the Company’s use of swaps subject to the end-user exception. |
(v) | Related Person Transactions. The Committee shall review and, if appropriate, approve or ratify any related person transactions and other significant conflicts of interest, in each case in accordance with the Company’s Code of Business Conduct and Ethics and Related Party Transactions Policy. |
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E. | Self-Evaluation and Reporting |
(i) | Self-Evaluation and Charter Review. The Committee shall conduct an annual self-evaluation of the performance of the Committee, including its effectiveness and compliance with this charter, and recommend to the Board such amendments of this charter as the Committee deems appropriate. |
(ii) | Reporting. The Committee shall report regularly to the Board on Committee findings and recommendations and any other matters the Committee deems appropriate or the Board requests, and maintain minutes or other records of Committee meetings and activities. |
The Committee shall undertake such other responsibilities or tasks as the Board may delegate or assign to the Committee from time to time.
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Exhibit 99.2
IX ACQUISITION CORP.
COMPENSATION COMMITTEE CHARTER
Effective [___________], 2021
I. | Purposes |
The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of IX Acquisition Corp. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and approving the compensation of the Company’s Chief Executive Officer (“CEO”) and the Company’s other executive officers, and (ii) reviewing and approving incentive compensation and equity compensation policies and programs, and exercising discretion in the administration of such programs; and (B) produce the annual report of the Committee required by the rules of the U.S. Securities and Exchange Commission (“SEC”).
II. | Committee Membership |
A. | Composition |
The Committee shall consist of two or more members of the Board. Except as otherwise directed by the Board, a director selected as a Committee member shall continue to be a member for as long as he or she remains a director or until his or her earlier resignation or removal from the Committee. Any member may be removed from the Committee by the Board, with or without cause, at any time. Any vacancy on the Committee shall be filled by a majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.
B. | Chair |
The Chair of the Committee shall be appointed from among the Committee members by, and serve at the pleasure of, the Board, shall preside at meetings of the Committee and shall have authority to convene meetings, set agendas for meetings, and determine the Committee’s information needs, except as otherwise provided by the Board or the Committee, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson. In the absence of the Chair at a duly convened meeting, the Committee shall select a temporary substitute from among its members to serve as chair of the meeting.
C. | Independence |
Each member of the Committee shall be an “independent” director in accordance with the applicable listing standards of the Nasdaq Capital Market (“Nasdaq”), including standards specifically applicable to compensation committee members, subject to any exceptions or cure periods that are applicable pursuant to the foregoing requirements and the phase-in periods permitted under the rules of Nasdaq under which the Committee is required to have only one independent member at the time of listing, a majority of independent members within 90 days of listing and all independent members within one year of listing. Any action duly taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership provided herein.
III. | Authority |
In discharging its role, the Committee is empowered to inquire into any matter that it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Company, and, subject to the direction of the Board, the Committee is authorized and delegated the authority to act on behalf of the Board with respect to any matter necessary or appropriate to the accomplishment of its purposes.
The Committee shall have the sole discretion to retain or obtain advice from, oversee and terminate any compensation consultant, legal counsel or other adviser to the Committee and be directly responsible for the appointment, compensation and oversight of any work of such adviser retained by the Committee, and the Company will provide appropriate funding (as determined by the Committee) for the payment of reasonable compensation to any such adviser.
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IV. | Committee Meetings |
The Committee shall meet as often as necessary to carry out its responsibilities, which, following the Company’s initial business combination, shall be at least quarterly.
The Committee shall establish its own schedule of meetings. The Committee may also act by unanimous written consent of its members.
Notice of meetings shall be given to all Committee members or may be waived, in the same manner as required for meetings of the Board. Meetings of the Committee may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other. A majority of the members of the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which a quorum is present shall constitute the action of the Committee. The Committee shall otherwise establish its own rules of procedure.
V. | Delegation |
The Committee, by resolution approved by a majority of the Committee, may form and delegate any of its responsibilities to a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee and such delegation is not otherwise inconsistent with law and applicable rules and regulations of the SEC and Nasdaq.
In addition, the Committee may, by resolution approved by a majority of the Committee, delegate to management the administration of the Company’s incentive compensation and equity-based compensation plans, to the extent permitted by law and as may be permitted by such plans and subject to such rules, policies and guidelines (including limits on the aggregate awards that may be made pursuant to such delegation) as the Committee shall approve, provided that, consistent with Section VI below, the Committee shall determine and approve the awards made under such plan to any executive officer and any other member of senior management as the Committee shall designate and shall at least annually review the awards made to such other members of senior management as the Committee shall designate.
VI. | Key Responsibilities |
The following responsibilities are set forth as a guide for fulfilling the Committee’s purposes in such manner as the Committee determines is appropriate:
(a) | establish and review the objectives of the Company’s management compensation programs and its basic compensation policies; |
(b) | review and approve corporate goals and objectives relevant to the compensation of the CEO and other executive officers, including annual and long-term performance goals and objectives; |
(c) | review and approve, subject to such further action of the Board as the Board shall determine, any employment, compensation, benefit or severance agreement with any executive officer; |
(d) | evaluate at least annually the performance of the CEO and other executive officers against corporate goals and objectives including the annual performance objectives and, based on this evaluation, determine and approve, subject to such further action of the Board as the Board shall determine, the compensation (including any awards under any equity-based compensation or non-equity-based incentive compensation plan of the Company and any material perquisites) for the executive officers based on this evaluation; |
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(e) | determine and approve the compensation level (including any awards under any equity-based compensation or non-equity-based incentive compensation plan of the Company and any material perquisites) for other members of senior management of the Company as the Committee or the Board may from time to time determine to be appropriate; |
(f) | review at least annually the compensation of other employees as the Committee determines to be appropriate (including any awards under any equity-based compensation or non-equity-based incentive compensation plan of the Company and any material perquisites); |
(g) | review on a periodic basis the Company’s management compensation programs, including any management incentive compensation plans as well as plans and policies pertaining to perquisites, to determine whether they are appropriate, properly coordinated and achieve their intended purpose(s), and recommend to the Board any appropriate modifications or new plans, programs or policies; |
(h) | review, approve and recommend to the Board the adoption of any equity-based compensation plan for employees of or consultants to the Company and any modification of any such plan; |
(i) | administer the Company’s equity-based compensation plans for employees of and consultants to the Company as provided by the terms of such plans, including authorizing all awards made pursuant to such plans; |
(j) | review, approve and recommend to the Board the adoption of any non-equity-based incentive compensation plan for employees of or consultants to the Company and any material modification of any such plan and review at least annually the awards made pursuant to such plans; |
(k) | review, approve and recommend to the Board the adoption of any employee retirement plan, and other material employee benefit plan, and any material modification of any such plan; |
(l) | review at least annually (a) the Company’s compensation policies and practices for executives, management employees and employees generally to assess whether such policies and practices could lead to excessive risk taking behavior and (b) the manner in which any risks arising out of the Company’s compensation policies and practices are monitored and mitigated and adjustments necessary to address changes in the Company’s risk profile; |
(m) | with respect to any compensation consultant who has been engaged to make determinations or recommendations on the amount or form of executive or director compensation: (a) annually, or from time to time as the Committee deems appropriate, assess whether the work of any such compensation consultant (whether retained by the compensation committee or management) has raised any conflicts of interest; and (b) review the engagement and the nature of any additional services provided by such compensation consultant to the Committee or to management, as well as all remuneration provided to such consultant; |
(n) | annually, or from time to time as the Committee deems appropriate and prior to retention of any advisers to the Committee, assess the independence of compensation consultants, legal and other advisers to the Committee, taking into consideration all relevant factors the Committee deems appropriate to such adviser’s independence, including factors specified in the listing standards of Nasdaq; |
(o) | review and discuss with management the Compensation Discussion and Analysis disclosure required by SEC regulations and determine whether to recommend to the Board, as part of a report of the Committee to the Board, that such disclosure be included in the Company’s Annual Report on Form 10-K and any proxy statement for the election of directors; as part of this review, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation (“say-on-pay” vote) required by Section 14A of the Exchange Act; |
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(p) | at least every six years or more frequently as appropriate, make a recommendation to the Board regarding the frequency with which the Company will conduct a say-on-pay vote; |
(q) | review the form and amount of director compensation at least annually, and make recommendations thereon to the Board; |
(r) | oversee and monitor other compensation related policies and practices of the Company, including: (i) the Company’s stock ownership guidelines for directors and executive officers; (ii) compliance by management with rules regarding equity-based compensation plans for employees and consultants pursuant to the terms of such plans, and the guidelines for issuance of awards as the Board or Committee may establish; and (iii) the Company’s recoupment policy and procedures; |
(s) | oversee stockholder communications relating to executive compensation and review and make recommendations with respect to stockholder proposals related to compensation matters; |
(t) | conduct an annual self-evaluation of the performance of the Committee, including its effectiveness and compliance with this charter, and recommend to the Board such amendments of this charter as the Committee deems appropriate; |
(u) | report regularly to the Board on Committee findings and recommendations and any other matters the Committee deems appropriate or the Board requests, and maintain minutes or other records of Committee meetings and activities; |
(v) | from and after the completion of the Company’s initial business combination, in consultation with the CEO, annually report to the Board on succession planning, which shall include emergency CEO succession, CEO succession in the ordinary course and succession for other members of senior management, working with the entire Board to evaluate potential successors to the CEO; and |
(w) | undertake such other responsibilities or tasks as the Board may delegate or assign to the Committee from time to time. |
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Exhibit 99.3
Consent to be Named as a Director
In connection with the filing by IX Acquisition Corp. of the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: June 2, 2021 | /s/ Guy Willner |
Guy Willner |
Exhibit 99.4
Consent to be Named as a Director
In connection with the filing by IX Acquisition Corp. of the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: June 2, 2021 | /s/ Karen Bach |
Karen Bach |
Exhibit 99.5
Consent to be Named as a Director
In connection with the filing by IX Acquisition Corp. of the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: June 2, 2021 | /s/ Ian Spence |
Ian Spence |
Exhibit 99.6
Consent to be Named as a Director
In connection with the filing by IX Acquisition Corp. of the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: June 2, 2021 | /s/ Andrew Bartley |
Andrew Bartley |
Exhibit 99.7
Consent to be Named as a Director
In connection with the filing by IX Acquisition Corp. of the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: June 2, 2021 | /s/ Eduardo Marini |
Eduardo Marini |
Exhibit 99.8
Consent to be Named as a Director
In connection with the filing by IX Acquisition Corp. of the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: June 2, 2021 | /s/ Shannon Grewer |
Shannon Grewer |