Exhibit 10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made as of December 6, 2021 by and between Crypto 1 Acquisition Corp, a Cayman
Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation
(the “Trustee”).


 


WHEREAS, the Company’s
Registration Statement on Form S-1 (File No. 333-261051) (the “Registration Statement”), and prospectus for
the initial public offering of 20,000,000 units (or 23,000,000 units in the aggregate if the Underwriter’s option to purchase additional
units is exercised in full), at a price of $10.00 per unit (the “Units”), each Unit consisting of one Class A
ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share(s)”), and one-half of one warrant,
each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share (the “Warrant(s)”)
(such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date
hereof by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Registration Statement); and


 


WHEREAS, B. Riley Securities, Inc.
(the “Underwriter”) is acting as the sole book-running manager and as the representative of the underwriters in the
Offering pursuant to an underwriting agreement between the Company and the Underwriter (the “Underwriting Agreement”);
and


 


WHEREAS, if a Business
Combination (as defined herein) is not consummated within the initial 12 month period following the closing of the Offering, upon the
request of Crypto 1 Sponsor LLC (the “Sponsor”), the Company may extend such period twice, by an additional three months
for each extension period, for a total of up to 18 months, subject to the Sponsor or its affiliates or permitted designees depositing
$2,000,000 (or $2,300,000 if the Underwriter’s over-allotment option is exercised in full) into the Trust Account no later than
the 12 month anniversary of the Offering (the “Deadline”) for such extension (the “Extension”),
in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note for such Extension payable upon consummation
of a Business Combination; and


 


WHEREAS, simultaneously
with the Offering, the Sponsor will be purchasing an aggregate of 7,400,000 Warrants (or 8,150,000 Warrants if the Underwriter’s
option to purchase additional Units is exercised in full) at a price of $1.00 per warrant for a total purchase price of $7,400,000 (or
$8,150,000 if the Underwriter’s option to purchase additional Units is exercised in full) in a private placement (the “Warrant
Private Placement”); and


 


WHEREAS, as
described in the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of
Association, $201,000,000 of the gross proceeds of the Offering and the Warrant Private Placement ($231,150,000 if the
Underwriter’s option to purchase additional Units is exercised in full) and the proceeds from any loans in connection with an
Extension will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United
States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in
the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest earned
thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be
referred to together as the “Beneficiaries”); and


 






     


     


    

 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $7,000,000 (or $8,050,000, if the Underwriter’s option to purchase
additional Units is exercised in full) is attributable to deferred underwriting discounts and commissions that may be payable by the Company
to the Underwriter upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the
Property.


 


NOW, THEREFORE, IT IS
AGREED:


 


1.                 
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)              
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee located in the United States at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion) and at a brokerage institution selected by the Trustee that is satisfactory to the Company;


 


(b)              
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)              
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property only in U.S. government
treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations; it being understood that
the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while
on deposit, the Trustee may earn bank credits or other consideration;


 


(d)              
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)              
Promptly notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


(f)               
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection
with the Company’s preparation of its tax returns relating to assets held in the Trust Account;


 






    - 2 -


     


    

 


(g)              
 Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as
and when instructed by the Company to do so;


 


(h)              
Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)                
Commence liquidation of the Trust Account only after and promptly after (i) receipt of, and only in accordance with,
the terms of a letter from the Company (a “Termination Letter”), in a form substantially similar to that attached hereto
as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive
Officer, President, Chief Financial Officer or Chairman of the board of directors of the Company (the “Board”) or other
authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A,
acknowledged and agreed to by the Underwriter, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes
(less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred
to therein or (ii) upon the date which is the later of (A) 12 months after the closing of the Offering and (B)  such later
date upon an Extension effectuated pursuant to the terms hereof and (C) such later date as may be approved by the Company’s
shareholders in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, if a Termination Letter
has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to
pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;


 


(j)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account
and distribute to the Company the amount of interest earned on the Trust Account requested by the Company to cover any taxes owed by the
Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly
to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant
taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation,
the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution,
so long as there is no reduction in the principal amount initially deposited in the Trust Account. The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(k)               Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall
distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public
Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s Amended and
Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’ obligation to
redeem 100% of its Ordinary Shares if it does not complete its initial merger, share exchange, asset acquisition, share purchase, or
reorganization or engaging in any other similar business combination with one or more businesses or entities (a “Business
Combination”) within such time as is described in the Company’s Amended and Restated Memorandum and Articles of
Association or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination
activity (in each case, an “Amendment”). The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look
beyond said request;


 






    - 3 -


     


    

 


(l)                
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above;
and


 


(m)            
Upon receipt of an extension letter (“Extension Letter”) in a form substantially similar to Exhibit
E hereto at least five business days prior to the Deadline, signed on behalf of the Company by an executive officer, and receipt of
the dollar amount specified in the Extension Letter on or prior to the Deadline, follow the instructions set forth in the Extension Letter.


 


2.                 
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)              
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive
Officer, President, Chief Financial Officer, or other authorized officer of the Company. In addition, except with respect to its duties
under Sections 1(i), (j) or (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any
verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons
authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)              
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against, any and all reasonable
and documented expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection
with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving
any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the
Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of
the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle
any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company
may participate in such action with its own counsel;


 






    - 4 -


     


    

 


(c)              
 Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee,
and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through
1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period
after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as
set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d)              
In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee
an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which
firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;


 


(e)              
Provide the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)               
Unless otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred
Discount is paid directly to the account or accounts directed by the Underwriter on behalf of the several underwriters prior to any transfer
of the funds held in the Trust Account to the Company or any other person;


 


(g)              
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing
the Trustee to make any distributions that are not permitted under this Agreement; and


 


(h)              
Within five (5) business days after the Underwriter exercises its option to purchase additional Units (or any unexercised
portion thereof) or such option to purchase additional Units expires, provide the Trustee with a notice in writing of the total amount
of the Deferred Discount.


 


(i)                
If applicable, issue a press release at least three days prior to the Deadline announcing that, at least five days prior
to the Deadline, the Company received notice from the Sponsor that the Sponsor intends to deposit funds into the Trust Account for extending
the Deadline and the Board has approved such Extension.


 


(j)                
Promptly following the Deadline, disclose whether or not the deadline for the Company to consummate a Business Combination
has been extended.


 


3.                 
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)              
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other
than this Agreement and that which is expressly set forth herein;


 






    - 5 -


     


    

 


(b)              
 Take any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall
have no liability to any third party except for liability arising out of the Trustee’s own gross negligence, fraud or willful misconduct;


 


(c)              
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend
any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the
Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;


 


(d)              
Change the investment of any Property, other than in compliance with Section 1 hereof;


 


(e)              
Refund any depreciation in principal of any Property;


 


(f)               
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;


 


(g)              
The other parties hereto or to anyone else for any action taken or omitted by the Trustee, or any action suffered by the
Trustee to be taken or omitted, in good faith and in the exercise of the Trustee’s own best judgment, except for the Trustee’s
gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice,
demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by
the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(h)              
Verify the accuracy of the information contained in the Registration Statement;


 


(i)                
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company
is as contemplated by the Registration Statement;


 


(j)                
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide
periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned
on the Property;


 






    - 6 -


     


    

 


(k)               Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not
limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(l)                
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) or 1(k) hereof.


 


4.                 
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its
assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.                 
Termination. This Agreement shall terminate as follows:


 


(a)              
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use
its reasonable efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate;
provided, however, that in the event that the Company does not locate a successor trustee within six (6) months of receipt of the
resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State
of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be
immune from any liability whatsoever for any events occurring or actions taken after such deposit;


 


(b)              
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with
the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter,
this Agreement shall terminate except with respect to Section 2(b); or


 


(c)              
Upon written notice from the Company to the Trustee in the event that the Trustee has committed any act of gross negligence,
fraud or willful misconduct.


 


6.                 
Miscellaneous.


 


(a)               The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to
such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names,
account numbers and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be
liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 






    - 7 -


     


    

 


(b)              
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)              
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof. Except for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the
affirmative vote of the holders of at least two thirds of the then outstanding Ordinary Shares in respect of which votes are cast
at a duly convened general meeting of the Company; provided that no such amendment will affect any Public Shareholder who has otherwise
indicated his, her or its election to redeem his, her or its Ordinary Shares in connection with a shareholder vote sought to amend this
Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error)
by a writing signed by each of the parties hereto.


 


(d)              
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York,
State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING
TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)              
Any notice, consent or request to be given in connection with any of the terms or provisions of this 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 email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Fran Wolf and Celeste Gonzalez

Email: fwolf@contintentalstock.com

Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Crypto 1 Acquisition Corp

1221 Brickell Avenue


Miami, Florida 33131

Attention: David Hytha, Chief Financial Officer

Email: david@crypto1.vip


 






    - 8 -


     


    

 


in either case with a copy
to:


 


Reed Smith LLP


506 Carnegie Center, Suite 300


Princeton, New Jersey 08540


Attn: Edward P. Bromley III, Esq.


Email: ebromley@reedsmith.com


 


(f)               
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized
to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees
that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(g)              
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual
consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(h)              
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or
electronic transmission shall constitute valid and sufficient delivery thereof.


 


(i)                
Each of the Company and the Trustee hereby acknowledges that the Underwriter is a third party beneficiary of this Agreement.


 


(j)                
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any
other person or entity.


 


[Signature Page Follows]


 






    - 9 -


     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER &


    TRUST COMPANY, as Trustee
	 	 
	 	By: 	/s/ Francis Wolf
	 	Name: Francis Wolf
	 	Title: Vice President
	 	 
	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By: 	/s/ Michael (Xu) Zhao
	 	Name: Michael (Xu) Zhao
	 	Title: Chief Executive Officer




 






     


     


    

 


SCHEDULE A


 


	Fee Item	Time and method of payment	Amount
	Initial acceptance fee	Initial closing of the Offering by wire transfer	$3,500
	Annual fee	First year fee payable at initial closing of the Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	$10,000
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)	$250
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)	Prevailing rates


 






     


     


    

 


EXHIBIT A


 


[Letterhead of the Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


Re:       Trust
Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Crypto 1 Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of December 6, 2021 (the “Trust Agreement”), this is to
advise you that the Company has entered into an agreement with [•] (the “Target Business”) to consummate a Business
Combination with the Target Business on or about [insert date]. The Company shall notify you at least 72 hours in advance of the actual
date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that B. Riley Securities, Inc. (the “Underwriter”)
(with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while
the funds are on deposit in the trust account at JPMorgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Underwriter
will earn any interest or dividends.


 


On the Consummation Date
(i) counsel for the Company shall deliver to you written notification (the “Notification”) that the Business
Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as
directed by the Underwriter (with respect to the Deferred Discount) and the Company and (ii) the Company shall deliver to you
(a) a certificate of the Chief Executive Officer, which verifies the vote of the Company’s shareholders in connection
with the Business Combination if a vote is held and (b) joint written instructions (the “Instruction
Letter”) signed by the Company and the Underwriter with respect to the transfer of the funds held in the Trust Account,
including payment of the Deferred Discount from the Trust Account. You are hereby directed and authorized to transfer the funds held
in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of
the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date
without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in
the Trust Account pursuant to the terms hereof, net of any payments necessary for reasonable unreimbursed expenses related to
liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 






     


     


    

 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation
Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By:	               
	 	 Name: Michael (Xu) Zhao
	 	Title: Chief Executive Officer




 


	AGREED TO AND ACKNOWLEDGED BY:	 
	 	 
	B. RILEY SECURITIES, INC.	 
	 	 
	By:	                   	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 




 






    - 13 -


     


    

 


EXHIBIT B


 


[Letterhead of the Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


	Re:	Trust Account – Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Crypto 1 Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of December 6, 2021 (the “Trust Agreement”), this is to
advise you that the Company has been unable to effect a Business Combination with a target company within the time frame specified in
the Company’s Amended and Restated Memorandum and Articles of Association as described in the Company’s Registration Statement
relating to the Offering. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
to the trust account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected December
9, 2022 as the date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust
account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, to distribute said funds directly
to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of
Association of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall
be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By:	              
	 	Name: Michael (Xu) Zhao
	 	Title: Chief Executive Officer




 


cc:    B. Riley Securities, Inc.


 






     


     


    

 


EXHIBIT C


 


[Letterhead of the Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


	Re:	Trust Account – Tax Payment Withdrawal Instruction



 


Dear Francis Wolf and Celeste Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Crypto 1 Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of December 6, 2021 (the “Trust Agreement”), the Company
hereby requests that you deliver to the Company $[•] of the interest income earned on the Property as of the date hereof. Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. The Company needs such funds to
pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By:	            
	 	Name: Michael (Xu) Zhao
	 	Title: Chief Executive Officer




 


cc:    B. Riley Securities, Inc.


 






     


     


    

  


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


Re:       Trust Account – Shareholder Redemption Withdrawal
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made to the Investment
Management Trust Agreement between Crypto 1 Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of December 6, 2021 (the “Trust Agreement”). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


Pursuant to Section 1(k) of
the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[•] of the proceeds
of the Trust Account to the checking account at [•] for distribution to the shareholders that have requested redemption of their
shares in connection with such Amendment.


 


	 	Very truly yours,
	 	 
	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By:	                  
	 	Name: Michael (Xu) Zhao
	 	Title: Chief Executive Officer




 


cc:    B. Riley Securities, Inc.


 






     


     


    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


Re:    Trust Account – Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(m) of
the Investment Management Trust Agreement between Crypto 1 Acquisition Corp (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of December 6, 2021 (the “Trust Agreement”), this
is to advise you that the Company is extending the time available to consummate a Business Combination for an additional three (3) months,
from _______ to _________ (the “Extension”).


 


This Extension Letter shall
serve as the notice required with respect to the Extension prior to the Deadline. Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to deposit $2,000,000 [(or up to $2,300,000 if the Underwriter’s over-allotment
option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt.


 


	 	Very truly yours,
	 	 
	 	CRYPTO 1 ACQUISITION CORP
	 	 
	 	By:	               
	 	Name: Chief Executive Officer
	 	Title: Michael (Xu) Zhao




 


cc:    B. Riley Securities, Inc.