shacu-ex42_6.htm



Exhibit 4.2

 

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

As of December 31, 2020, SCP & CO Healthcare Acquisition Company (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting of one share of Class A common stock (as defined below) and one-half of one redeemable warrant (as defined below), with each whole warrant entitling the holder thereof to purchase one share of Class A common stock (the “units”), (ii) its Class A common stock, $0.0001 par value per share (“Class A common stock”), and (iii) its public warrants, with each whole warrant exercisable for one share of Class A common stock for $11.50 per share (the “warrants”). 

We are a Delaware corporation and our affairs are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant to our amended and restated certificate of incorporation, we are authorized to issue 111,000,000 shares of common stock, $0.0001 par value each, including 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description summarizes the material terms of our capital stock and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated certificate of incorporation, our bylaws and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”) of which this Exhibit 4.5 is a part.

Defined terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.

Units 

Each unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the shares of Company’s Class A common stock. 

Class A Common Stock 

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. 

We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination. If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to any more than 10% of the shares sold in our initial public offering, which we refer to as “Excess Shares”, without our prior consent. However, our amended and restated certificate of incorporation does not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. 

In the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price 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 us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described in the Report. 

Redeemable Warrants 

Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our initial public offering and 30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock.. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 

We are not obligated to deliver any Class A common stock pursuant to the exercise of a warrant and have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 

In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. 

We have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00.

Once the warrants become exercisable, we may redeem the outstanding warrants: 


	
 
	
•
	
in whole and not in part; 




 



 


	
 
		






	
 
	
•
	
at a price of $0.01 per warrant; 





	
 
	
•
	
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and 





	
 
	
•
	
if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Stockholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. 




We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. 

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. 

Once the warrants become exercisable, we may redeem the outstanding warrants: 


	
 
	
•
	
in whole and not in part; 





	
 
	
•
	
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below; and 





	
 
	
•
	
if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Stockholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. 




Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of shares of Class A common stock that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock have been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the table below will not be adjusted when determining the number of shares of Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination. 

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “—Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “—Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “—Anti-dilution Adjustments” and the denominator of which 

 



 

is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “—Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment. 

 


	
 
	
  
	
Fair Market Value of Class A Common Stock
	
 

	
Redemption Date (period to expiration of warrants)
	
  
	
 
	
<10.00
	
 
	
  
	
 
	
11.00
	
 
	
  
	
 
	
12.00
	
 
	
  
	
 
	
13.00
	
 
	
  
	
 
	
14.00
	
 
	
  
	
 
	
15.00
	
 
	
  
	
 
	
16.00
	
 
	
  
	
 
	
17.00
	
 
	
  
	
 
	
18.00
	
 

	
60 months
	
  
	
 
	
0.261
	
 
	
  
	
 
	
0.281
	
 
	
  
	
 
	
0.297
	
 
	
  
	
 
	
0.311
	
 
	
  
	
 
	
0.324
	
 
	
  
	
 
	
0.337
	
 
	
  
	
 
	
0.348
	
 
	
  
	
 
	
0.358
	
 
	
  
	
 
	
0.361
	
 

	
57 months
	
  
	
 
	
0.257
	
 
	
  
	
 
	
0.277
	
 
	
  
	
 
	
0.294
	
 
	
  
	
 
	
0.310
	
 
	
  
	
 
	
0.324
	
 
	
  
	
 
	
0.337
	
 
	
  
	
 
	
0.348
	
 
	
  
	
 
	
0.358
	
 
	
  
	
 
	
0.361
	
 

	
54 months
	
  
	
 
	
0.252
	
 
	
  
	
 
	
0.272
	
 
	
  
	
 
	
0.291
	
 
	
  
	
 
	
0.307
	
 
	
  
	
 
	
0.322
	
 
	
  
	
 
	
0.335
	
 
	
  
	
 
	
0.347
	
 
	
  
	
 
	
0.357
	
 
	
  
	
 
	
0.361
	
 

	
51 months
	
  
	
 
	
0.246
	
 
	
  
	
 
	
0.268
	
 
	
  
	
 
	
0.287
	
 
	
  
	
 
	
0.304
	
 
	
  
	
 
	
0.320
	
 
	
  
	
 
	
0.333
	
 
	
  
	
 
	
0.346
	
 
	
  
	
 
	
0.357
	
 
	
  
	
 
	
0.361
	
 

	
48 months
	
  
	
 
	
0.241
	
 
	
  
	
 
	
0.263
	
 
	
  
	
 
	
0.283
	
 
	
  
	
 
	
0.301
	
 
	
  
	
 
	
0.317
	
 
	
  
	
 
	
0.332
	
 
	
  
	
 
	
0.344
	
 
	
  
	
 
	
0.356
	
 
	
  
	
 
	
0.361
	
 

	
45 months
	
  
	
 
	
0.235
	
 
	
  
	
 
	
0.258
	
 
	
  
	
 
	
0.279
	
 
	
  
	
 
	
0.298
	
 
	
  
	
 
	
0.315
	
 
	
  
	
 
	
0.330
	
 
	
  
	
 
	
0.343
	
 
	
  
	
 
	
0.356
	
 
	
  
	
 
	
0.361
	
 

	
42 months
	
  
	
 
	
0.228
	
 
	
  
	
 
	
0.252
	
 
	
  
	
 
	
0.274
	
 
	
  
	
 
	
0.294
	
 
	
  
	
 
	
0.312
	
 
	
  
	
 
	
0.328
	
 
	
  
	
 
	
0.342
	
 
	
  
	
 
	
0.355
	
 
	
  
	
 
	
0.361
	
 

	
39 months
	
  
	
 
	
0.221
	
 
	
  
	
 
	
0.246
	
 
	
  
	
 
	
0.269
	
 
	
  
	
 
	
0.290
	
 
	
  
	
 
	
0.309
	
 
	
  
	
 
	
0.325
	
 
	
  
	
 
	
0.340
	
 
	
  
	
 
	
0.354
	
 
	
  
	
 
	
0.361
	
 

	
36 months
	
  
	
 
	
0.213
	
 
	
  
	
 
	
0.239
	
 
	
  
	
 
	
0.263
	
 
	
  
	
 
	
0.285
	
 
	
  
	
 
	
0.305
	
 
	
  
	
 
	
0.323
	
 
	
  
	
 
	
0.339
	
 
	
  
	
 
	
0.353
	
 
	
  
	
 
	
0.361
	
 

	
33 months
	
  
	
 
	
0.205
	
 
	
  
	
 
	
0.232
	
 
	
  
	
 
	
0.257
	
 
	
  
	
 
	
0.280
	
 
	
  
	
 
	
0.301
	
 
	
  
	
 
	
0.320
	
 
	
  
	
 
	
0.337
	
 
	
  
	
 
	
0.352
	
 
	
  
	
 
	
0.361
	
 

	
30 months
	
  
	
 
	
0.196
	
 
	
  
	
 
	
0.224
	
 
	
  
	
 
	
0.250
	
 
	
  
	
 
	
0.274
	
 
	
  
	
 
	
0.297
	
 
	
  
	
 
	
0.316
	
 
	
  
	
 
	
0.335
	
 
	
  
	
 
	
0.351
	
 
	
  
	
 
	
0.361
	
 

	
27 months
	
  
	
 
	
0.185
	
 
	
  
	
 
	
0.214
	
 
	
  
	
 
	
0.242
	
 
	
  
	
 
	
0.268
	
 
	
  
	
 
	
0.291
	
 
	
  
	
 
	
0.313
	
 
	
  
	
 
	
0.332
	
 
	
  
	
 
	
0.350
	
 
	
  
	
 
	
0.361
	
 

	
24 months
	
  
	
 
	
0.173
	
 
	
  
	
 
	
0.204
	
 
	
  
	
 
	
0.233
	
 
	
  
	
 
	
0.260
	
 
	
  
	
 
	
0.285
	
 
	
  
	
 
	
0.308
	
 
	
  
	
 
	
0.329
	
 
	
  
	
 
	
0.348
	
 
	
  
	
 
	
0.361
	
 

	
21 months
	
  
	
 
	
0.161
	
 
	
  
	
 
	
0.193
	
 
	
  
	
 
	
0.223
	
 
	
  
	
 
	
0.252
	
 
	
  
	
 
	
0.279
	
 
	
  
	
 
	
0.304
	
 
	
  
	
 
	
0.326
	
 
	
  
	
 
	
0.347
	
 
	
  
	
 
	
0.361
	
 

	
18 months
	
  
	
 
	
0.146
	
 
	
  
	
 
	
0.179
	
 
	
  
	
 
	
0.211
	
 
	
  
	
 
	
0.242
	
 
	
  
	
 
	
0.271
	
 
	
  
	
 
	
0.298
	
 
	
  
	
 
	
0.322
	
 
	
  
	
 
	
0.345
	
 
	
  
	
 
	
0.361
	
 

	
15 months
	
  
	
 
	
0.130
	
 
	
  
	
 
	
0.164
	
 
	
  
	
 
	
0.197
	
 
	
  
	
 
	
0.230
	
 
	
  
	
 
	
0.262
	
 
	
  
	
 
	
0.291
	
 
	
  
	
 
	
0.317
	
 
	
  
	
 
	
0.342
	
 
	
  
	
 
	
0.361
	
 

	
12 months
	
  
	
 
	
0.111
	
 
	
  
	
 
	
0.146
	
 
	
  
	
 
	
0.181
	
 
	
  
	
 
	
0.216
	
 
	
  
	
 
	
0.250
	
 
	
  
	
 
	
0.282
	
 
	
  
	
 
	
0.312
	
 
	
  
	
 
	
0.339
	
 
	
  
	
 
	
0.361
	
 

	
9 months
	
  
	
 
	
0.090
	
 
	
  
	
 
	
0.125
	
 
	
  
	
 
	
0.162
	
 
	
  
	
 
	
0.199
	
 
	
  
	
 
	
0.237
	
 
	
  
	
 
	
0.272
	
 
	
  
	
 
	
0.305
	
 
	
  
	
 
	
0.336
	
 
	
  
	
 
	
0.361
	
 

	
6 months
	
  
	
 
	
0.065
	
 
	
  
	
 
	
0.099
	
 
	
  
	
 
	
0.137
	
 
	
  
	
 
	
0.178
	
 
	
  
	
 
	
0.219
	
 
	
  
	
 
	
0.259
	
 
	
  
	
 
	
0.296
	
 
	
  
	
 
	
0.331
	
 
	
  
	
 
	
0.361
	
 

	
3 months
	
  
	
 
	
0.034
	
 
	
  
	
 
	
0.065
	
 
	
  
	
 
	
0.104
	
 
	
  
	
 
	
0.150
	
 
	
  
	
 
	
0.197
	
 
	
  
	
 
	
0.243
	
 
	
  
	
 
	
0.286
	
 
	
  
	
 
	
0.326
	
 
	
  
	
 
	
0.361
	
 

	
0 months
	
  
	
 
	
—  
	
 
	
  
	
 
	
—  
	
 
	
  
	
 
	
0.042
	
 
	
  
	
 
	
0.115
	
 
	
  
	
 
	
0.179
	
 
	
  
	
 
	
0.233
	
 
	
  
	
 
	
0.281
	
 
	
  
	
 
	
0.323
	
 
	
  
	
 
	
0.361
	
 




 

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A common stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of our Class common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A common stock for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of Class A common stock. 

This redemption feature differs from the typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A common stock are trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of this prospectus. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our 

 



 

capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders. As stated above, we can redeem the warrants when the Class A common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A common stock are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A common stock than they would have received if they had chosen to wait to exercise their warrants for Class A common stock if and when such Class A common stock were trading at a price higher than the exercise price of $11.50. 

No fractional Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A common stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the shares of Class A common stock pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A common stock, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon exercise of the warrants. 

Redemption procedures 

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A common stock outstanding immediately after giving effect to such exercise. 

Anti-Dilution Adjustments

The warrants have certain anti-dilution and adjustments rights upon certain events.

In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. 

The warrants have been issued in registered form under a warrant agreement between Continental , as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote or written consent of the holders of at least a majority of the then outstanding public warrants, and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding private placement warrants. You should review a copy of the warrant agreement, which is filed as an exhibit to this report, for a complete description of the terms and conditions applicable to the warrants. 

 



 

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive Class A common stock. After the issuance of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. 

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder.