Exhibit 10.4


 


LETTER
AGREEMENT


 


[●], 2021


 


Crypto 1 Acquisition Corp

1221 Brickell Avenue 


Miami, Florida 33131


 


B. Riley Securities, Inc.

299 Park Avenue

New York, NY 10171


 


Re: Initial Public Offering.


 


Ladies and Gentlemen:


 


This letter agreement (this
 “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and between Crypto 1 Acquisition Corp, a Cayman Islands exempted company (the “Company”),
and B. Riley Securities, Inc. as representative (the “Representative”) of the Underwriters (the “Underwriters”),
relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”),
each comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one-half
of one warrant.  Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share
at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1
and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).
Certain capitalized terms used herein are defined in paragraph 12 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned individuals, each of whom is a member of the Company’s
board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1.             If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary Shares and Class B
ordinary shares of the Company, $0.0001 par value, beneficially owned by him, whether acquired before, in or after the IPO, in favor
of such Business Combination.


 






     


     


    

 


2.             In
the event that the Company fails to consummate a Business Combination within 12 months from the closing of the IPO, which is extendable
at Crypto 1 Sponsor LLC’s (the “Sponsor”) option to up to 18 months as described in the Prospectus, or such later
period approved by the Company’s shareholders in accordance with the Memorandum and Articles of Association, the undersigned shall
take all reasonable steps as an officer and/or director of the Company, as applicable, to (i) cause the Company to cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible, but no more than ten business days after the expiration
of such period, subject to applicable Cayman Islands law, redeem the IPO Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Fund including interest earned on the funds held in the Trust Fund (which interest shall be net of
taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then-outstanding IPO 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 holders of Ordinary Shares and the Board of Directors, cause the Company to dissolve and liquidate, subject in the case of (ii) and
(iii) above to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of
other applicable laws. The undersigned agrees not to propose any amendment to the Memorandum and Articles of Association that would affect
the substance or timing of the Company’s obligation to provide holders of the IPO Shares the right to have their shares redeemed
in connection with an initial Business Combination or to redeem 100% of the IPO Shares if the Company does not complete an initial Business
Combination within 12 months from the consummation of the IPO, which is extendable at Sponsor’s option up to 18 months as described
in the Prospectus, unless the Company provides holders of the IPO Shares with the opportunity to redeem their IPO 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 Fund, including
interest earned on the funds held in the Trust Fund and not previously released to the Company to pay taxes, if any, divided by the number
of then-outstanding IPO Shares.


 


3.             The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any
remaining net assets of the Company as a result of such liquidation with respect to any Ordinary Shares acquired by the undersigned (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with
the Company and will not seek recourse against the Trust Fund for any reason whatsoever.


 


4.             (a) Each
Insider agrees that he shall not effectuate a Transfer of any Founder Shares until the earlier to occur of (i) one year after the
date of the consummation of a Business Combination or (ii) such time, at least 150 days after the Business Combination, that the
closing price of the Company’s Ordinary Shares equals or exceeds $12.00 per Ordinary Share (as adjusted for share sub-divisions,
share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period (the “Lock-up”).


 


(b)             Notwithstanding
the foregoing, the Lock-up restrictions will be removed earlier if, after a Business Combination, the Company consummates a subsequent
liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right
to exchange their Ordinary Shares for cash, securities or other property.


 


(c)             Notwithstanding
the provisions set forth in this paragraph 4, Transfers of the Founder Shares are permitted (i) by gift to a member of an Insider’s
immediate family, or to a trust, the beneficiary of which is a member of an Insider’s immediate family or an affiliate of such person,
or to a charitable organization; (ii) by virtue of laws of descent and distribution upon death of an Insider; (iii) pursuant
to a qualified domestic relations order; (iv) in the event of the Company’s liquidation prior to the completion of a Business
Combination; and (v) in the event of the Company’s liquidation, merger, capital share exchange, reorganization or other similar
transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property subsequent to the completion of a Business Combination; provided that in clauses (i) through (iii), the transferee
must enter into a written agreement agreeing to be bound by the terms of the Lock-up. If dividends are declared and payable in Ordinary
Shares, such dividends will also be subject to the Lock-up.


 






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5.             The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with the undersigned or any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or
otherwise affiliated with, or has received financial investment from, an entity with which the undersigned or any Insider or their
affiliates is affiliated, such transaction must be approved by a majority of the Company’s disinterested independent directors
and the Company must obtain an opinion from an independent investment banking firm that is a member of the Financial Industry
Regulatory Authority or an independent accounting firm that such Business Combination is fair to the Company’s unaffiliated
shareholders from a financial point of view.


 


6.             During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned will not,
without the prior written consent of the Representative pursuant to the Underwriting Agreement, (i) sell, offer to sell, contract
or agree to sell, hypothecate, pledge, hedge or otherwise dispose of or agree to dispose of (or enter into any transaction that is designed
to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due
to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned
or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration
statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease 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 SEC
promulgated thereunder with respect to, any Units, Ordinary Shares or Warrants or any securities convertible into, or exercisable, or
exchangeable for, Ordinary Shares owned by him, (ii) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of any Units, Ordinary Shares, Warrants or any securities convertible into,
or exercisable, or exchangeable for, Ordinary Shares owned by him, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) publicly announce any intention to effect any transaction, including the filing of a registration
statement, specified in clause (i) or (ii). The undersigned acknowledges and agrees that, prior to the effective date of any release
or waiver of the restrictions set forth in this paragraph 6, the Company shall announce the impending release or waiver by press release
through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted
shall only be effective two business days after the publication of such press release. The provisions of this paragraph will not apply
to any transfer not for consideration provided that the transferee in each case has agreed in writing to be bound by the same terms described
in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 






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7.             Neither
the undersigned, nor any member of the family of the undersigned, nor any affiliate of the undersigned, will be entitled to receive or
accept a finder’s fee, reimbursement, cash payment, or any other compensation in connection with any services rendered prior to
or in connection with the completion of the Business Combination; provided that the Company shall be allowed to make the payments set
forth in the Prospectus adjacent to the caption “Summary—The Offering—Limited payments to insiders.”





 


8.             The
undersigned’s biographical information previously furnished to the Company and the Representative is true and accurate in all material
respects, does not omit any material information with respect to the undersigned’s biography and contains all of the information
required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended. Each undersigned’s
Director and Officer General Questionnaire previously furnished to the Company is true and accurate in all material respects.


 


9.             The
undersigned has full right and power, without violating any agreement by which the undersigned is bound (including, without limitation,
any non-competition or non-solicitation with any employer or former employer), to enter into this Letter Agreement and to serve and hold
the current position/title of the Company, as applicable.


 


10.           The
undersigned hereby waives his right to exercise redemption rights with respect to any Ordinary Shares owned or to be owned by the undersigned,
directly or indirectly, whether purchased prior to the IPO, in the IPO or in the aftermarket, and agrees that he will not seek redemption
with respect to or otherwise sell such shares to the Company in connection with any Business Combination.


 


11.           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.  Each
of the parties hereto (i) agrees 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 submits to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive, and (ii) waives any objection to such exclusive jurisdiction and venue
or that such courts represent an inconvenient forum.


 


12.           As
used herein, (i) a “Business Combination” shall mean an acquisition, share exchange, share reconstruction and
amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar
business combination with one or more businesses or entities; (ii) “Founder Shares” shall mean all of the Class B
ordinary shares of the Company, par value $0.0001 per share, acquired by an Insider prior to the consummation of the IPO; (iii) “Memorandum
and Articles of Association” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as
the same shall be amended from time to time; (iv) “Insiders” shall mean all officers, directors and shareholders
of the Company immediately prior to the IPO; (iv) “IPO Shares” shall mean the Ordinary Shares issued in the Company’s
IPO; (v) “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 Exchange Act, and the rules and regulations of the SEC 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 (vi) “Trust Fund” shall mean
the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 






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13.             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,
facsimile transmission, or electronic mail.


 


14.             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 party. Any purported assignment in violation of this paragraph 13 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 parties hereto and
any successors and assigns thereof.


 


15.             This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the IPO is not consummated and closed by [●], 2021.


 


16.             The
undersigned acknowledge and understand that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render any Underwriter a representative of, or
a fiduciary with respect to, the Company, its shareholders or any creditor or vendor of the Company with respect to the subject matter
hereof.


 


[Signature Page Follows]


 






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Sincerely,


 


	By:		 
	Name:	Dr. Najamul Kidwai	 
	Title:	Chairman and Director	 
	 	 	 
	By:		 
	Name:	Michael (Xu) Zhao	 
	Title:	Chief Executive Officer and Director	 
	 	 	 
	By:		 
	Name:	David Hytha	 
	Title:	Chief Financial Officer	 
	 	 	 
	By:		 
	Name:	David Maloy	 
	Title:	Director	 
	 	 	 
	By:		 
	Name:	Jeffrey Singer	 
	Title:	Director	 
	 	 	 
	By:		 
	Name:	Alvin Eng	 
	Title:	Director	 
	 	 	 
	By:		 
	Name:	Matthew Krna	 
	Title:	Director	 
	 	 	 
	By:		 
	Name:	Faisal Galaria	 
	Title:	Director	 
	 	 	 
	 	 	 
	Acknowledged and Agreed:	 
	 	 	 
	CRYPTO 1 ACQUISITION CORP	 
	 	 	 
	 	 	 
	By:	 	 
	Name:	David Hytha	 
	Title:	Chief Financial Officer	 






 


[Signature Page to Letter Agreement (directors)]