Exhibit
10.1


 


[●],
2022


 


Alkaid
Acquisition Corp.


42
Broadway, 12th Floor


New
York, NY 10004


 


Chardan
Capital Markets, LLC


17
State Street, Suite 2130


New
York, NY 10004


 


	 	Re:	Initial
    Public Offering


 


Ladies
and Gentlemen:


 


This
letter agreement is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Alkaid Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital
Markets, LLC, as representative (the “Representative”) of the several underwriters named on Schedule A thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001
par value (the “Common Stock”), and one right to receive one-fifth (1/5) of one share of Common Stock (the
“Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition
of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned 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 shares of Common Stock beneficially owned by him, her or it, whether acquired before, in or after the IPO, in favor of
such Business Combination.


 


2.
 (a) In the event that the Company fails to consummate a Business Combination within 9 months
from the closing of the Company’s IPO (or, in the event that the Company extended the period of time to consummate a business combination,
up to 15 months from the closing of the Company’s IPO, as specified in the Company’s amended and restated certificate of
incorporation), the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed to the holders
of the IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 


(b)
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 his, her or its Insider Shares (“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. [The undersigned acknowledges and agrees that
there will be no distribution from the Trust Fund with respect to any Rights underlying the Private Units, all of which will terminate
on the Company’s liquidation.]1


 





 






	1	Alkaid
Investments LLC only.



 






     


     


    

 


[3.
In the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and
all loss, liability, claims, 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, or any claim
whatsoever) which the Company may become subject as a result of any claims by a third party (excluding the Company’s
independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target
business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business
combination agreement, reduce the amount of funds in the Trust Fund to below the lesser of (i) $10.15 per IPO Share and
(ii) the actual amount per IPO Share held in the Trust Fund as of the date of the liquidation of the Trust Fund, if less than
$10.15 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the
monies held in the Trust Fund (whether or not such waiver is enforceable), nor will it 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
“Securities Act”).]2


 


4.
 [In the event that the Company does not consummate a Business Combination and must liquidate
and its remaining net assets are insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary to
complete such liquidation and agrees not to seek recourse for such expenses.]3


 


5.
 The undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of
a Stock Escrow Agreement, which the Company will enter into with the undersigned and an escrow agent acceptable to the Company. [If the
underwriters’ over-allotment option is not exercised in full within 45 days of the date hereof, the undersigned agrees to cancel
a portion of the undersigned’s Insider Shares such that the total number of Insider Shares determined by multiplying (a) the product
of (i) 187,500, by (b) a fraction, (i) the numerator of which is 750,000 minus the number of shares of Common Stock purchased by the
Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 750,000.]4


 


[6.
The undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Private Units will be
subject to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private
Units.]5


 


7.
 In order to minimize potential conflicts of interest which may arise from multiple affiliations,
the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable
opportunity to acquire a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation
of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


8.
 The undersigned acknowledges and agrees that prior to entering into a Business Combination
with a target business that is affiliated with 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 any Insider or their affiliates
is affiliated, such transaction must be approved by a majority of the Company’s disinterested and independent directors and the
Company must obtain an opinion from an independent investment banking firm that such Business Combination is fair to the Company’s
unaffiliated shareholders from a financial point of view.


 


9.
 Neither the undersigned, any member of the family of the undersigned, nor any affiliate of
the undersigned will be entitled to receive and will not accept any compensation or other cash payment prior to, or for services rendered
in connection with, the consummation of the Business Combination; provided that the Company shall be allowed to repay working
capital loans made by the undersigned to the Company in cash upon consummation of the Business Combination. Notwithstanding the foregoing,
the undersigned and any affiliate of the undersigned shall be entitled to reimbursement from the Company for their out-of-pocket expenses
incurred in connection with identifying, investigating and consummating a Business Combination.


 


10.
 Neither the undersigned, any member of the family of the undersigned, nor any affiliate of
the undersigned will be entitled to receive and will not accept a finder’s fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any affiliate of the undersigned originates a Business Combination.


 


 






	2 	Alkaid Investments LLC only.
	
	3 	Alkaid Investments LLC only.
	
	4	Alkaid Investments LLC only.
	
	5	Alkaid Investments LLC only.



 







    2


     


    

 


11.
 [The undersigned agrees to be a director and/or officer of the Company, as applicable, until
the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. 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.]6 The undersigned’s FINRA Questionnaire or/and
D&O Questionnaire previously furnished to the Company and the Representative is true and accurate in all material respects. The undersigned
represents and warrants that:


  


		(a)	He,
                                            she or it has never had a petition under the federal bankruptcy laws or any state insolvency
                                            law been filed by or against (i) him, her or it, or any partnership in which he, she or it
                                            was a general partner at or within two years before the time of filing; or (ii) any corporation
                                            or business association of which he or she was an executive officer at or within two years
                                            before the time of such filing;



 


		(b)	He,
                                            she or it has never had a receiver, fiscal agent or similar officer been appointed by a court
                                            for his business or property, or any such partnership;



 


		(c)	He,
                                            she or it has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	He,
                                            she or it has never been convicted in a criminal proceeding or named the subject of a pending
                                            criminal proceeding (excluding traffic violations and minor offenses);



 


		(e)	He,
                                            she or it has never been the subject of any order, judgment or decree, not subsequently reversed,
                                            suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                            enjoining or otherwise limiting him, her or it from (i) acting as a futures commission merchant,
                                            introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
                                            transaction merchant, any other person regulated by the Commodity Futures Trading Commission
                                            (“CFTC”) or an associated person of any of the foregoing, or as an investment
                                            adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
                                            or employee of any investment company, bank, savings and loan association or insurance company,
                                            or from engaging in or continuing any conduct or practice in connection with any such activity;
                                            or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection
                                            with the purchase or sale of any security or commodity or in connection with any violation
                                            of federal or state securities or federal commodities laws;



 


		(f)	He,
                                            she, or it has never been the subject of any order, judgment or decree, not subsequently
                                            reversed, suspended or vacated, of any federal or state authority barring, suspending or
                                            otherwise limiting for more than 60 days his, her or its right to engage in any activity
                                            described in 11(e)(i) above, or to be associated with persons engaged in any such activity;



 


		(g)	He,
                                            she, or it has never been found by a court of competent jurisdiction in a civil action or
                                            by the SEC to have violated any federal or state securities law, where the judgment in such
                                            civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	He,
                                            she, or it has never been found by a court of competent jurisdiction in a civil action or
                                            by the CFTC to have violated any federal commodities law, where the judgment in such civil
                                            action or finding by the CFTC has not been subsequently reversed, suspended or vacated;



 


		(i)	He,
                                            she, or it has never been the subject of, or a party to, any Federal, State or foreign judicial
                                            or administrative order, judgment, decree or finding, not subsequently reversed, suspended
                                            or vacated, relating to an alleged violation of (i) any Federal, State or foreign securities
                                            or commodities law or regulation, (ii) any law or regulation respecting financial institutions
                                            or insurance companies including, but not limited to, a temporary or permanent injunction,
                                            order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                            desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                            mail or wire fraud or fraud in connection with any business entity;



 


 






	6	Directors
and officers only.



 






    3


     


    

 


		(j)	He,
                                            she or it has never been the subject of, or party to, any sanction or order, not subsequently
                                            reversed, suspended or vacated, or any self-regulatory organization, any registered entity,
                                            or any equivalent exchange, association, entity or organization that has disciplinary authority
                                            over its members or persons associated with a member;



 


		(k)	He,
                                            she or it has never been convicted of any felony or misdemeanor: (i) in connection with the
                                            purchase or sale of any security; (ii) involving the making of any false filing with the
                                            SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                            municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 


		(l)	He,
                                            she or it was never subject to a final order of a state or foreign securities commission
                                            (or an agency of officer of a state performing like functions); a state or foreign authority
                                            that supervises or examines banks, savings associations, or credit unions; a state or foreign
                                            insurance commission (or an agency or officer of a state performing like functions); an appropriate
                                            federal or foreign banking agency; the CFTC; or the National Credit Union Administration
                                            that is based on a violation of any law or regulation that prohibits fraudulent, manipulative,
                                            or deceptive conduct;



 


		(m)	He,
                                            she or it has never been subject to any order, judgment or decree of any court of competent
                                            jurisdiction, that, at the time of the sale of the Units, restrained or enjoined him, her
                                            or it from engaging or continuing to engage in any conduct or practice: (i) in connection
                                            with the purchase or sale of any security; (ii) involving the making of any false filing
                                            with the SEC or any foreign regulatory agency with similar functions; or (iii) arising out
                                            of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer,
                                            investment adviser or paid solicitor of purchasers of securities;



 


		(n)	He,
                                            she or it has never been subject to any order of the SEC or any foreign regulatory agency
                                            with similar functions that orders him, her or it to cease and desist from committing or
                                            causing a future violation of: (i) any scienter-based anti-fraud provision of the federal
                                            securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section
                                            10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
                                            and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of the Investment Advisers Act
                                            of 1940 (the “Advisers Act”) or any other rule or regulation thereunder; or (ii)
                                            Section 5 of the Securities Act;



 


		(o)	He,
                                            she or it has never filed (as a registrant or issuer), or been named as an underwriter in
                                            any registration statement or Regulation A offering statement filed with the SEC that was
                                            the subject of a refusal order, stop order, or order suspending the Regulation A exemption,
                                            or is, currently, the subject of an investigation or proceeding to determine whether a stop
                                            order or suspension order should be issued;



 


		(p)	He,
                                            she or it has never been subject to a United States Postal Service false representation order,
                                            or is currently subject to a temporary restraining order or preliminary injunction with respect
                                            to conduct alleged by the United States Postal Service to constitute a scheme or device for
                                            obtaining money or property through the mail by means of false representations;



 


		(q)	He,
                                            she or it is not subject to a final order of a state securities commission (or an agency
                                            of officer of a state performing like functions); a state authority that supervises or examines
                                            banks, savings associations, or credit unions; a state insurance commission (or an agency
                                            or officer of a state performing like functions); an appropriate federal banking agency;
                                            the CFTC; or the National Credit Union Administration that bars the undersigned from: (i)
                                            association with an entity regulated by such commission, authority, agency or officer; (ii)
                                            engaging in the business of securities, insurance or banking; or (iii) engaging in savings
                                            association or credit union activities;



 






    4


     


    

 


		(r)	He,
                                            she or it is not subject to an order of the SEC entered pursuant to Section 15(b) or 15B(c)
                                            of the Exchange Act or Section 203(e) or 203(f) of the Advisers Act that: (i) suspends or
                                            revokes the undersigned’s registration as a broker, dealer, municipal securities dealer
                                            or investment adviser; (ii) places limitations on the activities, functions or operations
                                            of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from
                                            being associated with any entity or from participating in the offering of any penny stock;
                                            and



 


		(s)	He,
                                            she or it has never been suspended or expelled from membership in, or suspended or barred
                                            from association with a member of, a securities self-regulatory organization (e.g., a registered
                                            national securities exchange or a registered national or affiliated securities association)
                                            for any act or omission to act constituting conduct inconsistent with just and equitable
                                            principles of trade.



 


12.
The undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter
agreement [and to serve as a director and/or officer of the Company, as applicable, and consents to being named in the registration statement
on Form S-1 and prospectus filed by the Company with the U.S. Securities and Exchange Commission, road show and any other materials as
an officer and/or director of the Company, as applicable.]7.


 


13.
 The undersigned hereby waives his, her or its right to exercise redemption rights with respect
to any shares of Common Stock owned or to be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior
to the IPO, in the IPO or in the aftermarket, and agrees that he, she or it will not seek redemption with respect to or otherwise sell,
such shares in connection with any vote to approve a Business Combination with respect thereto, a vote to amend the provisions of the
Company’s Amended and Restated Certificate of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


14.
 The undersigned hereby agrees (a) not to propose, or vote in favor of, an amendment to
the Company’s certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem
100% of the IPO Shares if the Company does not complete its initial Business Combination within 9 months (or up to 15 months, if the
Company extends the time to complete a Business Combination) from the closing of the IPO, 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, net of taxes payable, divided by the number of then outstanding IPO
Shares, (b) not to redeem any shares (including the Insider Shares) to receive cash from the Trust Fund in connection with a stockholder
vote to approve the Company’s proposed initial Business Combination (or sell any shares they hold to the Company in a tender offer
in connection with a proposed initial Business Combination) or a vote to amend the provisions of the Company’s certificate of incorporation
relating to the substance or timing of the Company’s obligation to redeem 100% of our public shares if the Company does not complete
its initial Business Combination within 9 months (or up to 15 months, as applicable), from the closing of the IPO, and (c) that
the Insider Shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the Trust Fund if a Business Combination
is not consummated.


 


15.
 In connection with Section 5-1401 of the General Obligations Law of the State of New York,
this letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles
of conflicts of law that would result in the application of the substantive law of another jurisdiction. The parties hereto agree that
any action, proceeding or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding
arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted
in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator
panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought.
The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne
by the non-prevailing party or as otherwise directed by the arbitrators.


 


 






	7	Directors
and officers only.



 






    5


     


    

 


16.
 As used herein, (i) a “Business Combination” shall mean a merger,
share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or
more businesses or entities; (ii) “Insiders” shall mean all officers, directors and shareholders of the Company
immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company
acquired by an Insider prior to the IPO and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares”
shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Private Units” shall mean (x)
the units purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the
additional units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as
described in the Registration Statement; (vi) “Registration Statement” means the registration statement on
Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into
which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.
 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 by e-mail transmission.


 


If
to the Representative:


 


Chardan
Capital Markets, LLC


17
State Street, Suite 2130


New
York, NY 10004


Attn:
George Kaufman


E-mail:
gkaufman@chardancm.com


  


with
a copy (which copy shall not constitute notice) to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105

Attn: Stuart Neuhauser, Esq.


E-mail:
sneuhauser@egsllp.com


 


If
to the Company:


 


Alkaid
Acquisition Corp.


42
Broadway, 12th Floor


New
York, NY 10004


Attn:
Greig Andrew Robert Charlton, Chief Executive Officer


E-mail:
greigandrewrobert@alkaidcorp.com


 


with
a copy (which copy shall not constitute notice) to:


 


Loeb 
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Giovanni Caruso, Esq.


E-mail:
gcaruso@loeb.com


 






    6


     


    

 


The
parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail address set forth
below the respective party’s name in this Section 17. To the extent that any notice given by means of electronic transmission is
returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail
address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees
to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing. The
parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to
any such change in the manner provided herein for giving notice.


 


18.
 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 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.


 


19.
 The undersigned acknowledges and understands that the Underwriters and the Company will rely
upon the agreements, representations and warranties set forth herein in proceeding with the IPO.


 


[Signature
Page Follows]


 




    7


     


    

 


	Sincerely,	 
	 	 
	By:	 	 
	 	Name of Insider:	 


 


Signature
Page to Letter Agreement


 




     


     


    

 


Acknowledged
and Agreed:


 


	ALKAID ACQUISITION CORP.	 
	 	 
	By:	 	 
	Name: 	Greig Andrew Robert
    Charlton	 
	Title:	Chief Executive Officer	 


 


 


Signature
Page to Letter Agreement