Exhibit 10.7


 


PRIVATE
PLACEMENT WARRANT PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANT PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Crypto 1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Crypto
1 Sponsor LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one Class A ordinary share of the Company, par value $0.0001 per share (a “Share”), and one-half of one warrant.
Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Purchaser has agreed to purchase
an aggregate of 7,400,000 warrants (or up to 8,150,000 warrants if the underwriters in the Public Offering exercise in full their option
to purchase additional units) (the “Private Placement Warrants”), at a price of $1.00 per warrant. Each Private Placement
Warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s Registration
Statement on Form S-1 (File No. 333-[ ]) (the “Registration Statement”), filed with the U.S. Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.              Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


A.            Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the
Purchaser.


 


B.             Purchase
and Sale of the Private Placement Warrants.


 


(i)            Simultaneously
with the initial closing of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, 7,400,000 Private Placement Warrants at a price of $1.00 per warrant (the “Purchase
Price”) for an aggregate purchase price of $7,400,000, which shall be paid by wire transfer of immediately available funds
in accordance with the Company’s writing instructions, or by such other method as may be reasonably acceptable to the Company, deposited
into the trust account (“Trust Account”) at a financial institution to be chosen by the Company, maintained by
Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of
effectiveness of the Registration Statement. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price,
the Company shall deliver to Purchaser a certificate evidencing the Private Placement Warrants duly registered in the
Purchaser’s name or effect such delivery in book-entry form.


 






     


     


    

 


(ii)           Simultaneously
with any additional closing of the Public Offering in connection with the exercise by the underwriters in the Public Offering of their
option to purchase additional units (an “Option Closing Date,” together with the Initial Closing Date, the “Closing
Dates” and each a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, additional Private Placement Warrants (“Additional Private Placement Warrants”) at the Purchase
Price in such amount as is necessary to maintain funds held in the Trust Account at $10.05 per unit, up to an aggregate of 750,000 Additional
Private Placement Warrants, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the
Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or
any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount
of $750,000, by wire transfer of immediately available funds, or by such other method as may be reasonably acceptable to the Company,
to the Trust Account,. On any Option Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall deliver
to Purchaser a certificate evidencing such additional Private Placement Warrants duly registered in the Purchaser’s name or effect
such delivery in book-entry form. For the avoidance of doubt, an Option Closing Date may occur on the same date as the Initial Closing
Date. The closing of the purchase and sale of each of the Private Placement Warrants and the Additional Private Placement Warrants shall
take place at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York, 10105, or such
other place as may be agreed upon by the parties hereto.


 


C.            Terms
of the Private Placement Warrants.


 


(i)            Each
Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent,
in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)           On
or before the Initial Closing Date, the Company shall enter into a registration rights agreement with the Purchaser and certain other
holders of the Class B ordinary shares of the Company, par value $0.0001 per share (the “Registration Rights Agreement”)
pursuant to which the Company will grant certain registration rights to such holders relating to such Class B ordinary shares and
the Private Placement Warrants (including the Shares underlying the Private Placement Warrants).


 


Section 2.              Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement
Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing
Dates) that:


 


A.           Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing as a Cayman Islands exempted
company and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have
a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 






     - 2 -


     


    

 


B.            Authorization;
No Breach.


 





(i)            The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of
the Closing Dates. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.
Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement
Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates,
subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)           The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement
Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective
terms hereof and thereof by the Company, do not and will not as of the Closing Dates (a) conflict with or result in a breach of the
terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any
authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to, the Memorandum and Articles of Association of the Company (in effect on the date hereof or
as may be amended prior to completion of the Public Offering, as applicable) or any material law, statute, rule or regulation
to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required
after the date hereof under federal or state securities laws.


 


C.            Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable
upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement
Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer
restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D.            Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby.


 


Section 3.              Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement
and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which
representations and warranties shall survive the Closing Dates) that:


 






     - 3 -


     


    

 


A.           Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B.            Authorization;
No Breach.


 


(i)             This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)            The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C.            Investment
Representations.


 


(i)            Pursuant
to Section 1 of this Agreement, the Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement
Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for the Purchaser’s own account,
for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)           The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under
the Securities Act.


 


(iii)           The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)          The
Purchaser decided to enter into this Agreement not as a result of any general solicitation or general advertising within the meaning of
Rule 502(c) of Regulation D under the Securities Act.


 


(v)           The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 






     - 4 -


     


    

 


(vi)          The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)         The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) in a transaction subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has
taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial business
combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company.
Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities
despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or
in reliance upon another exemption from the registration requirements of the Securities Act.


 


(viii)        The
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have
no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can
afford a complete loss of its investment in the Securities.


 


(ix)           The
Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


Section 4.              Conditions
of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for
the Private Placement Warrants is subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:


 


A.            Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of the Closing Dates as though then made.


 


B.            Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before the Closing Dates.


 


C.            No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 






     - 5 -


     


    

 


D.            Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 


Section 5.              Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment,
on or before the Closing Dates, of each of the following conditions:


 


A.            Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as
of the Closing Dates as though then made.


 


B.            Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before the Closing Dates.


 


C.            Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D.            No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


E.             Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6.              Termination.
This Agreement may be terminated at any time after [ ], 2021 upon the election by either the Company or the Purchaser upon written notice
to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7.              Survival
of Representations and Warranties. All of the representations and warranties contained herein
shall survive the Closing Dates.


 


Section 8.              Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on
Form S-1 relating to the Public Offering that the Company has filed with the SEC (the “Registration Statement”), under
the Securities Act.


 


Section 9.              Miscellaneous.


 


A.           Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignment
by the Purchaser to affiliates thereof (including, without limitation to one or more of its members).


 






     - 6 -


     


    

 


B.            Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.            Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement.


 


D.            Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E.             Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


F.             Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.


 


G.            Trust
Waiver. Notwithstanding anything to the contrary herein, the Purchaser hereby waives any and all right, title, interest or claim of
any kind (“Claim”) related to the Private Placement Warrants or this Agreement in or to any distribution from the Trust
Account in which the proceeds of the Public Offering, as described in greater deal in the Registration Statement and the related prospectus,
will be deposited, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account
for any reason whatsoever.


 


[Signature Page Follows]


 




     - 7 -


     


    





 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By:	                   
	 	 
	 	Name:	 
	 	 
	 	Title:	 
	 	 
	 	 
	 	PURCHASER:
	 	 
	 	CRYPTO 1 SPONSOR LLC
	 	 
	 	By:	 
	 	 
	 	Name:	 
	 	 
	 	Title:	 




 


[Signature Page to Private Placement Warrant Purchase Agreement]