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
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RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the Proxy (if and when
available) and other documents that are filed or will be filed with the SEC by
the Company through the website maintained by the SEC at www.sec.gov. Copies of
the documents filed with the SEC by the Company will be available free of charge
at Worldwide Webb Acquisition Corp., 770 E Technology Way F13-16, Orem, UT
84097, attention: Chief Executive Officer.
Participants in the Solicitation
The Company and its directors and executive officers are participants in the
solicitation of proxies from the shareholders of the Company in respect of the
proposed transaction. Information about the Company's directors and executive
officers and their ownership of the Company's Class A ordinary shares is set
forth in the Company's Annual Report on Form 10-K for the year ended
December 31, 2022 filed with the SEC on March 31, 2023. Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the Proxy and other relevant materials to be filed with the SEC in
respect of the proposed transaction when they become available. You may obtain
free copies of these documents as described in the preceding paragraph.
Cautionary Note Regarding Forward-Looking Statements
This Current Report includes certain statements that are not historical facts
but are forward-looking statements within the meaning of Section 21E of the U.S.
Securities Exchange Act of 1934, as amended, and Section 27A of the U.S.
Securities Act of 1933, as amended, for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. These
forward-looking statements include but are not limited to statements regarding
the anticipated benefits of the proposed transaction, the combined company
becoming a publicly listed company, the anticipated impact of the proposed
transaction on the combined companies' business and future financial and
operating results, and the anticipated timing of closing of the proposed
transaction. Words such as "may," "should," "will," "believe," "expect,"
"anticipate," "target," "project," and similar phrases that denote future
expectations or intent regarding the combined company's financial results,
operations, and other matters are intended to identify forward-looking
statements. You should not rely upon forward-looking statements as predictions
of future events. The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties, and other
factors that may cause future events to differ materially from the
forward-looking statements in this communication, including but not limited to:
(i) the ability to complete the proposed transaction within the time frame
anticipated or at all; (ii) the failure to realize the anticipated benefits of
the proposed transaction or those benefits taking longer than anticipated to be
realized; (iii) the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of the Company's
securities; (iv) the risk that the transaction may not be completed by the
Company's business combination deadline and the potential failure to obtain
further extensions of the business combination deadline if sought by the
Company; (v) the failure to satisfy the conditions to the consummation of the
transaction, including the approval of the business combination agreement by the
shareholders of the Company, the satisfaction of the minimum cash on hand
condition following redemptions by the public shareholders of the Company and
the receipt of any governmental and regulatory approvals; (vi) the occurrence of
any event, change or other circumstance that could give rise to the termination
of the business combination agreement; (vii) the impact of COVID-19 on Aeries's
business and/or the ability of the parties to complete the proposed transaction;
(viii) the effect of the announcement or pendency of the transaction on Aeries's
business relationships, performance, and business generally; (ix) risks that the
proposed transaction disrupts current plans and operations of Aeries and
potential difficulties in Aeries employee retention as a result of the proposed
transaction; (x) the outcome of any legal proceedings that may be instituted
against Aeries or the Company related to the business combination agreement or
the proposed transaction; (xi) the ability to maintain the listing of the
Company's securities on the Nasdaq Global Market or the Nasdaq Capital Market;
(xii) potential volatility in the price of the Company's securities due to a
variety of factors, including economic conditions and the effects of these
conditions on Aeries's clients' businesses and levels of activity, changes in
laws and regulations affecting Aeries's business and changes in the combined
company's capital
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structure; (xiii) the ability to implement business plans, identify and realize
additional opportunities and achieve forecasts and other expectations after the
completion of the proposed transaction; (xiv) the risk that the post-combination
company may never achieve or sustain profitability; (xvii) the Company's
potential need to raise additional capital to execute its business plan, which
capital may not be available on acceptable terms or at all; and (xv) the risk
that the post-combination company experiences difficulties in managing its
growth and expanding operations.
These risks, as well as other risks related to the proposed transaction, will be
included in the Proxy that we intend to file with the Securities and Exchange
Commission ("SEC") in connection with the proposed transaction. While the list
of factors presented here is, and the list of factors that we intend to present
in the Proxy to be filed with the SEC are, considered representative, no such
list should be considered to be a complete statement of all potential risks and
uncertainties. For additional information about other factors that could cause
actual results to differ materially from those described in the forward-looking
statements, please refer to the Company's periodic reports and other filings
with the SEC, including the risk factors identified in the Company's most recent
Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The
forward-looking statements included in this communication are made only as of
the date hereof. Neither the Company nor Aeries undertakes any obligation to
update any forward-looking statements to reflect subsequent events or
circumstances, except as required by law.
No Offer or Solicitation
This Current Report is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to sell or to buy any securities or a
solicitation of any vote or approval and is not a substitute for the Proxy or
any other document that the Company may file with the SEC or send to the
Company's shareholders in connection with the proposed transaction.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Form of Investment Agreement Amendment
10.2 Administrative Services Agreement Amendment
10.3 Letter Agreement Amendment
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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