Exhibit 10.1


 


EXECUTION VERSION


 


February 14, 2022


 


A SPAC I Acquisition Corp.

Level 39, Marina Bay Financial Centre

Tower 2

10 Marina Boulevard

Singapore 018983


 


Chardan Capital Markets, LLC

17 State Street

21st Floor

New York, NY 10004


 


Re:         Initial Public Offering


 


Ladies and Gentlemen:


 


This letter is being delivered
to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between
A SPAC I Acquisition Corp., a British Virgin Islands business company (the “Company”), and Chardan Capital Markets,
LLC, as Underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, no
par value (the “Ordinary Shares”), three-fourths of one redeemable warrant (the “Warrants”)
and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used
herein are defined in paragraph 17 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 Ordinary Shares
beneficially owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination. If the Company
engages in a tender offer in connection with any proposed Business Combination, the undersigned agrees that it, he or she will not seek
to sell its, his or her Ordinary Share to the Company in connection with such tender offer.


 


2.                  (a)
Unless the Company’s shareholders are previously given the option to redeem their shares in connection with amending
applicable documents to extend the time that the Company has to complete a Business Combination and the Company fails to consummate
a Business Combination within 12 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 two times, each by an additional three months, up to 18 months from the
closing of the Company’s IPO), 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 including
any shares underlying the Private Warrants (“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 shares underlying the Private Warrants, all of which will terminate on the Company’s liquidation.


 






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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 claim by any target business or vendor or other person who is
owed money by the Company for services rendered or products sold or contracted for, but only to the extent necessary to ensure that
such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Fund; provided that such indemnity
shall not apply if such target business, vendor or other person has executed an agreement waiving any claims against the Trust
Fund. 1


 


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. 2


 


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


 


6.                 
The undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Founder Shares
will be subject to the transfer restrictions described in the Registration Rights Agreement related to the undersigned’s Founder
Shares.


 


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 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 with approval from the Chief Financial Officer from
proceeds held outside the Trust Account.


 


10.             
Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled
to receive or accept a finder’s fee 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.


 


 






1 Applicable only
to A SPAC (Holdings) Acquisition Corp. Only.


 


2 Applicable only
to A SPAC (Holdings) Acquisition Corp. Only.


 






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11.             
The undersigned agrees to be a director/officer of the Company 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 Underwriter is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities
Act of 1933. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Underwriter 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 or she 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;


 






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(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 Exchange Act
and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of 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;


 


(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 Securities Exchange
Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (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.


 






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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.


 


13.            In
the event the over-allotment option granted to the underwriters of the IPO is not exercised in full, the undersigned acknowledges
and agrees that it (and, if applicable, any transferee of any of the Class A Ordinary Shares purchased and issued to the undersigned
hereunder) shall forfeit any and all rights to such number of the Class A Ordinary Shares purchased and issued to the undersigned
hereunder (up to an aggregate of all of the 225,000 Class A Ordinary Shares so purchased and issued and pro rata based upon the
percentage of the over-allotment option exercised) such that immediately following such forfeiture, the undersigned (and any such
transferees of the undersigned) will own, in total, an aggregate number of the ordinary shares (not including the ordinary shares
underlying any private placement warrants that may be issued to the undersigned upon exercise of any securities or rights purchased
by the undersigned in the IPO or in the aftermarket) equal to 20% of the issued and outstanding ordinary shares of the Company
immediately following the IPO. If any of the Class A Ordinary Shares are forfeited in accordance with this clause 11, then after
such time the undersigned (or any successor in interest), shall no longer have any rights as a holder of such forfeited Class A
Ordinary Shares, and the Company shall take such action as is appropriate to redeem and cancel such forfeited Class A Ordinary
Shares, which may include by way of the compulsory redemption and cancellation of such Class A Ordinary Shares for nil
consideration. In addition, the undersigned hereby irrevocably grants the Company a limited power of attorney for the purpose of
effectuating the foregoing and agrees to take any and all action reasonably requested by the Company necessary to effect any
adjustment in this clause 11 (including any such redemption as is referred to herein above).
3


 


14.              The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any Ordinary Shares 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 Memorandum and Articles of Association, or a tender offer by the Company prior to a Business Combination.


 


15.             
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated
Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company offers holders of IPO Shares the right to receive their pro rata portion of the funds then
held in the Trust Fund.


 


16.             
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.


 


17.             
As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition,
contractual arrangement, share 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 Ordinary Shares of the Company acquired by an
Insider prior to the IPO and any Ordinary Shares underlying the Private Warrants; (iv) “IPO Shares” shall mean
the Ordinary Shares issued in the Company’s IPO; (v) “Private Warrants” shall mean (x) the Warrants purchased
in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Warrants
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.


 


 






3 Applicable to
A SPAC (Holdings) Acquisition Corp. only.


 






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18.             
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 facsimile transmission.


 


If to the Underwriter:


 


Chardan Capital Markets, LLC

17 State Street

21st Floor







New York, NY 10004

Attn: Jack Y. Liu


 


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


 


Hunter Taubmann Fischer & Li LLC

48 Wall Street, Suite 1100

New York, NY 10005

Attn: Lou Taubman, Esq.


 


If to the Company:


 


A SPAC I Acquisition Corp.

Level 39, Marina Bay Financial Centre

Tower 2

10 Marina Boulevard

Singapore 018983

Attn: Claudius Tsang, Chief Executive Officer and Chief Financial Officer


 


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


 


Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Giovanni Caruso, Esq.

Facsimile: (212) 504-3013


 


19.             
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.


 


20.             
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]


 






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EXECUTION VERSION


 


	 	Sincerely,
	 	 
	 	A SPAC (HOLDINGS) ACQUISITION CORP.
	 	 
		By: 	/s/Serena Shie
		 	Name: Serena Shie
		 	Title: Authorized Signatory
	 	 
		 	/s/Abuzzal Abusaeri
	 	 	Abuzzal Abusaeri
	 	 
		 	/s/Claudis Tsang
	 	 	Claudius Tsang
	 	 
		 	/s/Giang Nguyen Hoang
	 	 	Giang Nguyen Hoang
	 	 
		 	/s/John Brebeck
	 	 	John Brebeck
	 	 
	 	A SPAC I ACQUISITION CORP.
	 	 
	 	Acknowledged and Agreed:
	 	 
		By:	 /s/Claudius Tsang
		 	Name: Claudius Tsang
		 	Title: Chief Executive Officer and Chief Financial Officer
	 	 



 


[Signature Page to Letter Agreement]