Exhibit 10.11


 


May 13, 2021


 


Artisan Acquisition Corp.


 


71 Fort Street, PO Box 500

Grand Cayman

Cayman Islands, KY1-1106


 


	 	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”) is
being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and among Artisan Acquisition Corp., a Cayman Islands exempted company (the “Company”), Credit Suisse
Securities (USA) LLC and UBS Securities LLC (the “Underwriters”), relating to an underwritten initial public
offering (the “Public Offering”) of 30,000,000 of the Company’s units (and 4,500,000 units that may be
purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising
of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder
thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering
pursuant to a registration statement on Form S-l and a prospectus (the “Prospectus”) filed by the Company
with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are
defined in paragraph 1 hereof.


 


In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Artisan LLC (the “Sponsor”) and each of the undersigned (each, an “Insider”
and, collectively, the “Insiders”) hereby agree with the Company as follows:


 


1. Definitions. As used herein, (i)
 “Anchor Investors” shall mean those investors party to the Forward Purchase Agreements;
(ii) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or entities; (iii) “Forward Purchase
Agreements” shall mean agreements providing for the sale of an aggregate 6,000,000 Ordinary Shares and 1,500,000
Warrants to certain investors in a private placement that will close concurrently with the closing of the initial Business
Combination and the transfer of 750,000 Founder Shares by the Sponsor to such investors prior to the Public Offering; (iv)
 “Forward Purchase Shares” shall mean the Ordinary Shares to be issued to the Anchor Investors pursuant to
the Forward Purchase Agreements; (v) “Founder Shares” shall mean an aggregate of 9,375,000
Class B ordinary shares of the Company, par value $0.0001 per share, held by the Sponsor and Insiders and the Class A
ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial
business combination or earlier at the option of the holders thereof; (vi) “Private Placement
Warrants” shall mean the warrants to purchase Ordinary Shares of the Company that will be acquired by the Sponsor for
an aggregate purchase price of $8,000,000 (or up to $8,900,000 if the Underwriters exercise their option to purchase additional
units), or $1.50 per Warrant, in a private placement that shall close simultaneously with the consummation of the Public Offering
(including Ordinary Shares issuable upon conversion thereof); (vii) “Public Shareholders” shall mean
the holders of Ordinary Shares included in the Units issued in the Public Offering; (viii) “Public
Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering;
(ix) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the
Public Offering and the sale of the Private Placement Warrants shall be deposited; (x) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with
respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause
(a) or (b); and (xi) “Charter” shall mean the Company’s amended and restated memorandum
and articles of association, as the same may be amended from time to time.


 






     


     


    

 


2. Representation and Warranties.


 


(a) The Sponsor and each Insider, with respect to itself, herself
or himself, represent and warrant to the Company that it, she or he has the full right and power, without violating any agreement to which
it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer),
to enter into this Letter Agreement, as applicable, and to serve as an officer of the Company and/or a director on the Company’s
Board of Directors (the “Board”), as applicable, and each Insider hereby consents to being named in the Prospectus,
road show and any other materials as an officer and/or director of the Company, as applicable.


 


(b) Each Insider represents and warrants, with respect to herself
or himself, that such Insider’s biographical information furnished to the Company (including any such information included in the
Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such Insider’s
background. The Insider’s questionnaire furnished to the Company is true and accurate in all material respects. Each Insider represents
and warrants that such Insider is not subject to or a respondent in any legal action for any injunction, cease-and-desist order or order
or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; such Insider
has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a
defendant in any such criminal proceeding; and such Insider has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.


 


3. Business Combination Vote. It is acknowledged and
agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent
of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder
approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he,
as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial
Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any
Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.


 


4. Failure to Consummate a Business Combination: Trust Account
Waiver.


 


(a) The Sponsor and each Insider hereby agree, with respect
to itself, herself or himself, that in the event that the Company fails to consummate its initial Business Combination within the
time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to
(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
10 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 and not previously released
to the Company to pay income taxes (less 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 liquidation distributions, if any); and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in
each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to
the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Charter
(i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the
right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the
Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with
respect to any provision relating to the rights of holders of Public Shares, unless the Company provides its Public Shareholders
with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to the Company to pay taxes, if any, divided by the number of then outstanding Public Shares.


 






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(b) The Sponsor and each Insider, with respect to itself, herself
or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account
or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, her or
him, if any. The Sponsor and each of the Insiders hereby further waive, with respect to any Founder Shares and Public Shares held by it,
her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or
a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation
to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or
to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth
in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares (although the Sponsor and
the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a
Business Combination within the required time period set forth in the Charter).


 


5. Lock-up: Transfer Restrictions.


 


(a) The Sponsor and the Insiders agree that they shall not Transfer
any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion
of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company
completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having
the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).
Notwithstanding the foregoing, if, subsequent to a Business Combination, the last reported sale price of the Ordinary Shares equals or
exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination,
the Founder Shares shall be released from the Founder Shares Lock-up.


 


(b) The Sponsor and Insiders agree that they shall not effectuate
any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial
Business Combination.


 


(c) Notwithstanding the provisions set forth in paragraphs
5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares underlying the Private
Placement Warrants are permitted (a) to the Company’s officer or directors, any affiliate or family member of the
Company’s officer or any of its directors, any members or partners of the Sponsor or their affiliates, any affiliates of the
Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of the individual’s
immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of
such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by
private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at
which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by
virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for
no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the
Company’s liquidation prior to the completion of a Business Combination; or (i) in the event of completion of a
liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial
Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted
transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.


 


(d) During the period commencing on the effective date of the
Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent
of the Underwriters, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable
for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 6(h) of the Underwriting
Agreement.


 






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6. Remedies. The Sponsor and each of the Insiders hereby
agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by
the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7, 10
and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be
entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. Payments by the Company. Except as disclosed in the
Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer of the Company nor any affiliate of the directors
and officer shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of
a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is).


 


8. Director and Officer Liability Insurance. The Company
will maintain an insurance policy or policies providing directors’ and officer’s liability insurance, and the Insiders shall
be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any
of the Company’s directors or officer.


 


9. Termination. This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company.


 


10. Indemnification. In the event of the liquidation
of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in
the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and
all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become
subject as a result of any claim by (i) any third party for services rendered or products sold to the Company (except for the Company’s
independent auditors) or (ii) any prospective target business with which the Company has discussed entering into a transaction agreement
(a “Target”), provided, however, that such indemnification of the Company by the Indemnitor (x) shall
apply only to the extent necessary to ensure that such claims by a third party for services rendered or products sold to the Company or
a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per
Public Share due to reductions in the value of the trust assets, in each case net of interest that may be withdrawn to pay the Company’s
tax obligations, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights to the
monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s
indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor
shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15
days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall
undertake such defense.


 


11. Forfeiture of Founder Shares. To the
extent that the Underwriters do not exercise their option to purchase additional Units within 45 days from the date of the
Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no
consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal
20% of the sum of the total number of Public Shares and Founder Shares issued and outstanding at such time plus the number of
Forward Purchase Shares to be issued to the Anchor Investors pursuant to the Forward Purchase Agreements. The Sponsor and Insiders
further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share
capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the
Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Public Shares
and Founder Shares issued and outstanding upon the consummation of such increase or decrease plus the number of Forward Purchase
Shares to be issued to the Anchor Investors pursuant to the Forward Purchase Agreements . To the extent that the Anchor Investors
fail to close on their obligation to purchase forward purchase securities at the time of the initial Business Combination, the
Sponsor agrees that it shall forfeit, at no cost, the incremental 750,000 Founder Shares or such lesser number of Founder Shares in
order to maintain the 20.0% ratio (prior to giving effect to their conversion at closing of the initial Business Combination) (the
 “Forward Purchase Forfeiture”).


 






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12. Entire Agreement. This Letter Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct
a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13. Assignment. No party hereto may assign either this
Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest
or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Insiders and each of their respective
successors, heirs, personal representatives and assigns and permitted transferees.


 


14. Counterparts. This Letter Agreement may be executed
in any number of original or facsimile counterparts, and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


15. Effect of Headings. The paragraph headings herein
are for convenience only and are not part of this Letter Agreement and shall not affect the interpretation thereof.


 


16. Severability. This Letter Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this
Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


17. Governing Law. This Letter Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action,
proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts
of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall
be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


18. Notices. Any notice, consent or request to be given
in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	ARTISAN LLC
	 	 
	 	By:	/s/ Cheng Yin Pan
	 	Name:	Cheng Yin Pan
	 	Title:	Manager




 


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	 	By:	/s/ Cheng Yin Pan
	 		Name: Cheng Yin Pan
	 		Title: Chief Executive Officer



 


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	 	By:	/s/ William Keller
	 	
    Name: William Keller

    Title: Director




 


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	 	By:	/s/ Mitch Garber
	 	
    Name: Mitch Garber

    Title: Director




 


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	 	By:	/s/ Fan (Frank) Yu
	 	
    Name: Fan (Frank) Yu

    Title: Director




 


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	 	By:	/s/ Sean O’Neill
	 	
    Name: Sean O’Neill

    Title: Director



 


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Acknowledged and Agreed:


 


	ARTISAN ACQUISITION CORP.	 
	 	 	 
	By:	/s/ Cheng Yin Pan	 
	Name: 	Cheng Yin Pan	 
	Title: 	Chief Executive Officer	 


 


[Signature Page to Insider Letter Agreement]