Exhibit 10.9


 


[●], 2021


 


DD3 Acquisition
Corp. III


Pedregal
24, 3rd Floor, Interior 300


Colonia
Molino del Rey, Del. Miguel Hidalgo


11040 Mexico
City, Mexico


 


Ladies and Gentlemen:


 


DD3 Acquisition Corp.
III (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended
(“Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates
selling units (“Units”) in the IPO, each comprised of one share of Class A common stock, par value $0.0001 per share,
of the Company (“Common Stock”) and one-third of one redeemable warrant (“Warrant”), each whole Warrant
to purchase one share of Common Stock.


 


The undersigned hereby
commits to purchase an aggregate of 560,000 warrants of the Company (“Initial Private Warrants”) at $1.50 per Initial
Private Warrant for an aggregate purchase price of $840,000 (the “Initial Purchase Price”). Additionally, if the underwriters
in the IPO (“Underwriters”) exercise their over-allotment option in full or part, the undersigned further commits to
purchase up to an additional 60,000 warrants (“Additional Private Warrants” and together with the Initial Private Warrants,
the “Private Warrants”) at $1.50 per Additional Private Warrant, for an aggregate purchase price of up to $90,000 (the
“Over-Allotment Purchase Price”). The Private Warrants will be identical to the Warrants underlying the Units except
as described in the Company’s registration statement on Form S-1 (File No. 333-254303) filed in connection with the IPO (“Registration
Statement”) and set forth below.


 


On the date of the
closing of the IPO (the “IPO Closing Date”), the Company shall issue and sell to the undersigned, and the undersigned
shall purchase from the Company, the Initial Private Warrants for the Initial Purchase Price. At least one (1) business day prior
to the IPO Closing Date, the undersigned will cause the Initial Purchase Price to be delivered by wire transfer of immediately
available funds to the accounts designated by the Company, including to the trust account at a financial institution to be chosen
by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”),
in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the
immediately prior sentence, the Company shall effect delivery of the Initial Private Warrants to the undersigned in book-entry
form.


 


On the date of the
closing of the over-allotment option, if any, in connection with the IPO (each such date, an “Over-Allotment Closing Date,”
and each Over-Allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue
and sell to the undersigned, and the undersigned shall purchase from the Company, the Additional Private Warrants (or, to the extent
the over-allotment option is not exercised in full, a lesser number of Additional Private Warrants in proportion to the portion
of the over-allotment option that is exercised). At least one (1) business day prior to the applicable Over-Allotment Closing Date,
the undersigned will cause the Over-Allotment Purchase Price to be delivered by wire transfer of immediately available funds to
the accounts designated by the Company, including to the Trust Account, in accordance with the Company’s wiring instructions.
On each Over-Allotment Closing Date, if any, subject to receipt of funds pursuant to the immediately prior sentence, the Company
shall effect delivery of the Additional Private Warrants to the undersigned in book-entry form. 


  


The Private Warrants
will be identical to the Warrants underlying the Units, except that:


 


		·	the Private Warrants
(i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, as described in the Registration
Statement, in each case so long as they are held by the undersigned or any of its permitted transferees;



 


		·	the Private Warrants and the underlying
securities (collectively, the “Securities”) will not be transferable by the undersigned until after the consummation
of a Business Combination (subject to certain exceptions as described in the Registration Statement and set forth in the warrant
agreement governing the Private Warrants (the “Warrant Agreement”));



 






     


     


    

 


		·	the Securities will be subject to customary
registration rights, pursuant to a registration rights agreement on terms agreed upon by the Company and the Underwriters to be
filed as an exhibit to the Registration Statement (the “Registration Rights Agreement”); and



 


		·	the Securities will include any additional
terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required
by the Underwriters in order to consummate the IPO, which terms or restrictions will be described in the Registration Statement.



 


The undersigned acknowledges
and agrees that it will execute agreements in form and substance typical for transactions of this nature necessary to effectuate
the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the undersigned,
including but not limited to (i) an insider letter and (ii) the Registration Rights Agreement.


 


The undersigned hereby
represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


		(a)	it has been advised that the Securities have not been registered under the Securities Act;



 


		(b)	it is acquiring the Securities for its own account, for investment purposes only and not with a
view towards, or for resale in connection with, any public sale or distribution thereof;



 


		(c)	it 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 undersigned’s compliance with, the representations and warranties of the undersigned
set forth herein in order to determine the availability of such exemptions and the eligibility of the undersigned to acquire such
Securities;



 


		(d)	it is an “accredited investor” as defined by Rule 501(a)(3) of Regulation D promulgated
under the Securities Act, and it has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation
D under the Securities Act. The undersigned did not decide to enter into this letter agreement as a result of any general solicitation
or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act;



 


		(e)	it 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 undersigned. The undersigned
has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The undersigned 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;



 


		(f)	it 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 undersigned nor have such authorities passed upon or endorsed the merits of the offering of the Securities;



 






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		(g)	it 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) 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 undersigned
understands that the U.S. Securities and Exchange Commission 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;



 


		(h)	it has such knowledge and experience in financial and business matters, knowledge 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 undersigned 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 undersigned can afford a complete loss of its investments in the Securities;



 


		(i)	it understands that the Private Warrants shall bear the legend substantially in the form set forth
in the Warrant Agreement and be subject to appropriate “stop transfer restrictions”;



 


		(j)	it has full power, authority and legal capacity to execute and deliver this letter agreement and
any documents contemplated herein or needed to consummate the transactions contemplated in this letter agreement;



 


		(k)	this letter agreement constitutes a legal, valid and binding obligation of the undersigned, 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); and



 


		(l)	the execution and delivery by the undersigned of this letter agreement and the fulfillment of and
compliance with the terms hereof by the undersigned do not and shall not as of each Closing Date (a) conflict with or result in
a breach by the undersigned 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 undersigned’s equity 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 undersigned’s organizational documents in effect
on the date hereof or as may be amended prior to completion of the contemplated IPO, or any material law, statute, rule or regulation
to which the undersigned is subject, or any agreement, instrument, order, judgment or decree to which the undersigned is subject,
except for any filings required after the date hereof under federal or state securities laws.



 


All of the representations
and warranties contained herein shall survive each Closing Date. Except as otherwise expressly provided herein, all covenants and
agreements contained in this letter 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 letter agreement, other than assignments by the undersigned to affiliates thereof
(including, without limitation one or more of its members). This letter agreement may not be amended, modified or waived as to
any particular provision, except by a written instrument executed by the parties hereto.


 






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Whenever possible,
each provision of letter agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if
any provision of this letter 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 letter agreement. This letter
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.


 


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 electronic
transmission.


 


This letter 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, without giving effect to conflicts of law principles that would result in the
application of the laws of another jurisdiction.


 


This letter agreement
may be terminated by the Company or the undersigned at any time after [●], 2021 upon written notice to the other party hereto
if the closing of the IPO does not occur prior to such date.


 


[Signature Page Follows]


 






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	 	Very truly yours,
	 	 
	 	DD3 CAPITAL PARTNERS, S.A. DE C.V.
	 	 
	 	By:	                                                                                
	 	 	Name:  Jorge Combe
	 	 	Title:    Partner


  


	Accepted and Agreed:	 
	 	 
	DD3 ACQUISITION CORP. III	 
	 	 
	By:	                   	 
	 	Name:  Martin Werner	 
	 	Title:    Chief Executive Officer	 


 


[Signature Page to Subscription Agreement
for Private Warrants]