Item 1.01 Entry into a Material Definitive Agreement.
On
? an Underwriting Agreement, dated
LLC, as representatives of the several underwriters, which contains customary
representations and warranties and indemnification of the underwriters by the
Company;
? a Private Placement Shares Purchase Agreement, dated
the Company and
price of
? an Investment Management Trust Agreement, dated
Company and
establishes the trust account that will hold the net proceeds of the IPO
proceeds and certain of the proceeds of the sale of the Private Placement
Shares, and sets forth the responsibilities of the trustee; the procedures for
withdrawal and direction of funds from the trust account; and indemnification
of the trustee by the Company under the agreement;
? a Registration and Shareholder Rights Agreement, dated
the Company and the Sponsor, which provides for customary demand and piggy-back
registration rights for the Sponsor, customary piggy-back registration rights
for such other equityholders, as well as certain transfer restrictions
applicable to the Sponsor with respect to the Company's securities, and, upon
and following consummation of our initial business combination, the right of
the Sponsor to nominate three individuals for election to the Company's board
of directors;
? a Letter Agreement, dated
Sponsor and each of the officers and directors of the Company, pursuant to
which the Sponsor and each officer and director of the Company has agreed to
vote any Shares, Class B ordinary shares of the Company or Private Placement
Shares held by him, her or it in favor of the Company's initial business
combination; to facilitate the liquidation and winding up of the Company if an
initial business combination is not consummated within the time period set
forth in the Company's Amended and Restated Memorandum and Articles of
Association; to certain transfer restrictions with respect to the Company's
securities; and to certain indemnification obligations of the Sponsor; and
? Indemnity Agreements, each dated
of the officers and directors of the Company, pursuant to which the Company has
agreed to indemnify each officer and director of the Company against certain
claims that may arise in their roles as officers and directors of the Company.
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement (or, in the case of the Indemnity Agreements, the form of the agreements), each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively.
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Item 3.02 Unregistered Sales of
Simultaneous with the consummation of the IPO and the issuance and sale of the
Units, the Company consummated the private placement of 1,100,000 Private
Placement Shares at a price of
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
In
Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03 Amendments to Memorandum and Articles of Association.
On
Item 8.01 Other Events.
A total of
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 1.1 Underwriting Agreement between the Company andCitigroup Global Markets Inc. ,Goldman Sachs & Co. LLC andMorgan Stanley & Co. LLC , as representatives of the several underwriters 3.1 Amended and Restated Memorandum and Articles of Association 10.1 Private Placement Shares Purchase Agreement between the Company andTCV Acquisition Holdings 2, L.P. 10.2 Investment Management Trust Account Agreement between Continental StockTransfer & Trust Company and the Company 10.3 Registration and Shareholder Rights Agreement between the Company and certain security holders 10.4 Letter Agreement between the Company,TCV Acquisition Holdings, L.P. ,TCV Acquisition Holdings 2, L.P. and each of the officers and directors of the Company 10.5 Form of Indemnity Agreements, datedApril 13, 2021 , between the Company and each of the officers and directors of the Company 99.1 Press Release, datedApril 13, 2021
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