|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
Large accelerated filer
|
☐ |
|
Accelerated filer |
☐ |
|
|
☒ |
|
Smaller reporting company |
|
|
|
|
|
Emerging growth company
|
|
Page
|
||
|
2
|
||
|
ITEM 1.
|
2
|
|
|
ITEM 1A.
|
20
|
|
|
ITEM 1B.
|
57
|
|
|
ITEM 2.
|
57
|
|
|
ITEM 3.
|
57
|
|
|
ITEM 4.
|
57
|
|
|
58
|
||
|
ITEM 5.
|
58
|
|
|
ITEM 6.
|
59
|
|
|
ITEM 7.
|
59
|
|
|
ITEM 7A.
|
64
|
|
|
ITEM 8.
|
65
|
|
|
ITEM 9.
|
88
|
|
|
ITEM 9A.
|
88
|
|
|
ITEM 9B.
|
89
|
|
|
ITEM 9C.
|
89
|
|
|
90
|
||
|
ITEM 10.
|
90
|
|
|
ITEM 11.
|
99
|
|
|
ITEM 12.
|
99
|
|
|
ITEM 13.
|
101
|
|
|
ITEM 14.
|
103
|
|
|
104
|
||
|
ITEM 15.
|
104
|
|
|
ITEM 16.
|
107
|
|
|
108
|
||
| • |
our ability to select an appropriate target business or businesses;
|
| • |
our ability to complete our initial business combination;
|
| • |
our expectations around the performance of the prospective target business or businesses;
|
| • |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
|
| • |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
|
| • |
our potential ability to obtain additional financing to complete our initial business combination;
|
| • |
our pool of prospective target businesses;
|
| • |
our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;
|
| • |
the ability of our officers and directors to generate a number of potential acquisition opportunities;
|
| • |
our public securities’ potential liquidity and trading;
|
| • |
the lack of a market for our securities;
|
| • |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
|
| • |
the trust account not being subject to claims of third parties; or
|
| • |
our financial performance following our Initial Public Offering or our initial business combination.
|
| ITEM 1. |
BUSINESS.
|
| • |
Robust Target Sector Coverage. We are energetic and creative in our pursuit of opportunities and evaluate all potential business combinations in an unbiased way, using deep
domain experience and fundamental analysis to identify growth potential and unlock long-term value.
|
| • |
Disciplined Capital Deployment. We bring the same set of best practices, methodology and insightful query from our prior experiences to support our investment approach and
strategic assessment. Decisions are supported by rigorous internal review, independent third-party confirmation and a strong system of internal measures, governance and controls.
|
| • |
Strategic Involvement. We seek a business combination where our management team will help propel the combined business through its next stage of growth as a successful public
company.
|
| • |
Talent Management and Motivation. We believe our founders are particularly well-versed at identifying, building and nurturing high-performing teams, and that this will be a key
differentiating factor in our ability to attract a target business and generate long-term value through a business combination.
|
| • |
Social Responsibility. We operate Deep Lake Capital and will manage any eventual business combination in a manner that adheres to the highest ethical standards of conduct, puts
a high priority on the diversity of our workplace and promotes corporate and individual involvement in our communities to benefit the broader society.
|
| • |
Success of All Stakeholders. Our success is defined by the success of our investors and target companies while fulfilling our investment thesis of long-term growth and
sustainable value creation.
|
| • |
The advent of cloud computing has created an infinite scale utility that entrepreneurs now access to build applications and experiences with increasing global reach and
decreasing cost friction.
|
| • |
Open software platforms, connected with an ecosystem of mutually interested developer communities, have proven better at continuous innovation and high-quality, cost-effective
software development versus traditional, internally developed R&D efforts.
|
| • |
Data management and analytics tools have grown in sophistication and availability to the point of enabling embedded, real-time, intelligent decisions directly into product
experiences.
|
| • |
The capital required to scale efforts is becoming increasingly more accessible and important to business growth. Mechanisms such as crowd-source funding, direct listing, and
SPACs democratize capital access from start-up to public markets.
|
| • |
Experience of Creating Industry Defining FinTech and Ecommerce Enablement Businesses. We believe that our management’s track record of identifying, investing, building and
leading industry leading FinTech and ecommerce enablement companies, public as well as private, positions us well to appropriately evaluate potential business combinations and select one that will be well received by the public markets.
|
| • |
Strong Operational and Management Capabilities. Our management team has a long-standing history of leading and growing large companies with unique business models and building
successful teams across a broad range of industries. Additionally, our management team has a deep understanding and expertise in navigating highly regulated industries (such as credit lending, banking and public utilities) in rapidly
shifting landscapes. Deep Lake Capital can provide hands-on operational improvements, capital allocation discipline, and strategic advice to unlock value. We believe that prospective management teams will benefit from the guidance and
insight that our management team can provide through mentorship and governance as well as operational involvement.
|
| • |
Proprietary Sourcing Channels and Leading Industry Relationships. Our relationships with leading technology company founders, executives of private and public companies, venture
capitalists, and growth equity fund managers can be effectively leveraged into a unique deal flow across a broad range of opportunities. We are focused on using these connections, and our own unique backgrounds and experiences, as a
differentiating advantage in finding value-creating opportunities within our Target Sectors.
|
| • |
Deep Understanding of Underlying Technology Infrastructure and Data. Our management team has a deep understanding of underlying technology and associated data given our
extensive experience leading payments, commerce, finance, and internet technology companies. This positions us to identify the right targets with scalable technology and strong growth prospects, while having the ability to identity
opportunities to monetize valuable underlying transactional data.
|
| • |
Execution and Structuring Capability. Our combined expertise and reputation allow us to source and negotiate transactions with an attractive investment thesis for our investors
to evaluate. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. We believe our focus and efforts will generate
investment opportunities with attractive risk/reward profiles based on sound valuation logic and transparent structural characteristics.
|
| • |
Can Benefit from Unique Capabilities of Deep Lake Capital’s Management Team. We seek to leverage our management team’s industry expertise and operational experiences as both
executives and investors in the FinTech, ecommerce, and infrastructure industries.
|
| • |
Unique Competitive Moats. We seek to acquire companies that have unique competitive advantages in our Target Sectors, especially those with differentiated technologies such as
cloud computing and the ability to leverage data and analytics. Additionally, we seek to acquire a business with a strong business model, distribution capabilities, scalable leadership teams and proven cultural advantages.
|
| • |
Can Benefit from Being a Publicly Traded Company. We seek to acquire a business which can benefit from being a publicly traded company, with access to broader capital markets,
to achieve the business’ growth strategy.
|
| • |
Large Total Addressable Market and Ability to Scale Through Organic and Inorganic Routes. We seek to prioritize our focus on investments in large and growing industries. We seek
to acquire a business that has the potential to grow market share organically through innovation and inorganically through additional acquisitions.
|
| • |
Attractive Financial Profile. We seek to acquire a business that has high recurring revenues and operating leverage and has historically generated, or has the near-term
potential to generate, strong and sustainable free cash flow.
|
| • |
Platform Offering with Opportunity for Continuous Innovation and Acquisitions. We seek to acquire a business that has a platform offering, with the potential to innovate new
solutions and build an ecosystem overtime.
|
| • |
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and
|
| • |
cause us to depend on the marketing and sale of a single product or limited number of products or services.
|
| • |
We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);
|
| • |
Any of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or
potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a
substantial security holder); or
|
| • |
The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
|
| • |
the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage
in the transaction or result in other additional burdens on the company;
|
| • |
the expected cost of holding a shareholder vote;
|
| • |
the risk that the shareholders would fail to approve the proposed business combination;
|
| • |
other time and budget constraints of the company; and
|
| • |
additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
|
| • |
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
|
| • |
file proxy materials with the SEC.
|
| • |
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
|
| • |
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is
required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
|
| ITEM 1A. |
RISK FACTORS.
|
| • |
Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a
combination.
|
| • |
If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
|
| • |
Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 pandemic and the status of debt and equity markets.
|
| • |
Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial
condition, results of operations and the price of our securities.
|
| • |
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share.
|
| • |
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our
initial business combination.
|
| • |
We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
|
| • |
We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, public shareholders may have no assurance from an independent source that the price we are paying for the business is
fair to our shareholders from a financial point of view.
|
| • |
We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.
|
| • |
We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at
all.
|
| • |
Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results and thus may have an adverse effect on the market price of our securities.
|
| • |
Public shareholders will not have any rights or interests in funds from the trust account, except under certain limited circumstances.
|
| • |
Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
|
| • |
Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.
|
| • |
The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares.
|
| • |
We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.
|
| • |
We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our
shareholders’ investment in us.
|
| • |
We may redeem any unexpired warrants prior to their exercise at a time that is disadvantageous to holders, thereby making such warrants worthless.
|
| • |
Because we are incorporated under the laws of the Cayman Islands, our public shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited.
|
| • |
We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management
may not have the skills, qualifications or abilities to manage a public company.
|
| • |
The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
|
| • |
Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a
particular business opportunity should be presented.
|
| • |
After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in any such country. Accordingly, our results of
operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.
|
| • |
We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal
rights.
|
| • |
We are an exempted company with no operating history and no revenues, and there is no basis on which to evaluate our ability to achieve our business objective.
|
| • |
Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.
|
| • |
We may become a passive foreign investment company, or “PFIC,” which could result in U.S. federal income tax consequences to U.S. investors.
|
| • |
We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller
reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
|
| • |
restrictions on the nature of our investments; and
|
| • |
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
|
| • |
registration as an investment company with the SEC;
|
| • |
adoption of a specific form of corporate structure; and
|
| • |
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
|
| • |
may significantly dilute the equity interest of public shareholders, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than
one-to-one basis upon conversion of the Class B ordinary shares;
|
| • |
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
|
| • |
could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or
removal of our present officers and directors;
|
| • |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
|
| • |
may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
|
| • |
may not result in adjustment to the exercise price of our warrants.
|
| • |
solely dependent upon the performance of a single business, property or asset; or
|
| • |
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
| • |
a limited availability of market quotations for our securities;
|
| • |
reduced liquidity for our securities;
|
| • |
a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the
secondary trading market for our securities;
|
| • |
a limited amount of news and analyst coverage; and
|
| • |
a decreased ability to issue additional securities or obtain additional financing in the future.
|
| • |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
| • |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver
or renegotiation of that covenant;
|
| • |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
| • |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
| • |
our inability to pay dividends on our Class A ordinary shares;
|
| • |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and
other general corporate purposes;
|
| • |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
| • |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
| • |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who
have less debt.
|
| • |
we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;
|
| • |
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
|
| • |
we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
|
| • |
costs and difficulties inherent in managing cross-border business operations;
|
| • |
rules and regulations regarding currency redemption;
|
| • |
complex corporate withholding taxes on individuals;
|
| • |
laws governing the manner in which future business combinations may be effected;
|
| • |
exchange listing and/or delisting requirements;
|
| • |
tariffs and trade barriers;
|
| • |
regulations related to customs and import/export matters;
|
| • |
local or regional economic policies and market conditions;
|
| • |
unexpected changes in regulatory requirements;
|
| • |
longer payment cycles;
|
| • |
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
|
| • |
currency fluctuations and exchange controls;
|
| • |
rates of inflation;
|
| • |
challenges in collecting accounts receivable;
|
| • |
cultural and language differences;
|
| • |
employment regulations;
|
| • |
underdeveloped or unpredictable legal or regulatory systems;
|
| • |
corruption;
|
| • |
protection of intellectual property;
|
| • |
social unrest, crime, strikes, riots and civil disturbances;
|
| • |
regime changes and political upheaval;
|
| • |
terrorist attacks, natural disasters and wars, including the conflict in Ukraine and the surrounding region; and
|
| • |
deterioration of political relations with the United States.
|
| ITEM 1B. |
UNRESOLVED STAFF COMMENTS.
|
| ITEM 2. |
PROPERTIES.
|
| ITEM 3. |
LEGAL PROCEEDINGS.
|
| ITEM 4. |
MINE SAFETY DISCLOSURES.
|
| ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
| ITEM 6. |
[RESERVED].
|
| ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
| ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Page
|
|
|
Financial Statements:
|
|
|
66
|
|
|
67
|
|
|
68
|
|
|
69
|
|
|
70
|
|
| 71 |
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$
|
|
$
|
|
||||
|
Prepaid expenses
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
Deferred offering costs
|
|
|
||||||
|
Cash held in Trust Account
|
|
|
||||||
|
Total Assets
|
$
|
|
$
|
|
||||
|
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
|
$
|
|
||||
|
Accrued expenses
|
|
|
||||||
|
Due to related parties
|
|
|
||||||
|
Note payable - related party
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
Derivative warrant liabilities
|
|
|
||||||
|
Deferred underwriting commissions
|
|
|
||||||
|
Total liabilities
|
|
|
||||||
|
Commitments and Contingencies
|
||||||||
|
Class A ordinary shares, $
|
|
|
||||||
|
Shareholders’ Deficit
|
||||||||
|
Preference shares, $
|
|
|
||||||
|
Class A ordinary shares, $
|
|
|
||||||
|
Class B ordinary shares, $
|
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
|
Total shareholders’ deficit
|
(
|
)
|
(
|
)
|
||||
|
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
|
$
|
|
$
|
|
||||
|
For the Year Ended
December 31, 2021
|
For The Period
From November 6,
2020 (Inception)
Through December
31, 2020
|
|||||||
|
General and administrative expenses
|
$
|
|
$
|
|
||||
|
General and administrative expenses - related party
|
|
|
||||||
|
Loss from operations
|
(
|
)
|
(
|
)
|
||||
|
Other income (expenses):
|
||||||||
|
Change in fair value of derivative warrant liabilities
|
|
|
||||||
|
Offering costs – derivative warrant liabilities
|
(
|
)
|
|
|||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
|
Weighted average shares outstanding of Class A ordinary shares, basic and diluted
|
|
|
||||||
|
Basic and diluted net income per share, Class A ordinary shares
|
$
|
|
$
|
|
||||
|
Weighted average shares outstanding of Class B ordinary shares, basic
|
|
|
||||||
|
Basic net income (loss) per share, Class B ordinary shares
|
$
|
|
$
|
(
|
)
|
|||
|
Weighted average shares outstanding of Class B ordinary shares, diluted
|
|
|
||||||
|
Diluted net income (loss) per share, Class B ordinary shares
|
$
|
|
$
|
(
|
)
|
|||
|
Ordinary Shares
|
Additional | Total | ||||||||||||||||||||||||||
|
Class A
|
Class B
|
Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
|
Balance - December 31, 2020
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
|
Accretion of Class A ordinary shares subject to possible redemption amount
|
-
|
|
-
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||
|
Net income
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
|
Balance - December 31, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
|
Ordinary Shares
|
Additional | Total | ||||||||||||||||||||||||||
|
Class A
|
Class B
|
Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
|
Balance - November 6, 2020
(inception)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
Issuance of Class B ordinary shares to Sponsor
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net loss
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
Balance - December 31, 2020
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
|
For the Year Ended
December 31, 2021
|
For The Period
From November 6,
2020 (Inception)
Through December
31, 2020
|
|||||||
|
Cash Flows from Operating Activities:
|
||||||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
|
General and administrative expenses paid by Sponsor under promissory note
|
|
|
||||||
|
Change in fair value of derivative warrant liabilities
|
(
|
)
|
|
|||||
|
Offering costs - derivative warrant liabilities
|
|
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Prepaid expenses
|
(
|
)
|
|
|||||
|
Accounts payable
|
(
|
)
|
|
|||||
|
Accrued expenses
|
|
|
||||||
|
Net cash used in operating activities
|
(
|
)
|
|
|||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Cash deposited in Trust Account
|
(
|
)
|
|
|||||
|
Net cash used in investing activities
|
(
|
)
|
|
|||||
|
Cash Flows from Financing Activities:
|
||||||||
|
Repayment of note payable to related party
|
(
|
)
|
|
|||||
|
Proceeds received from initial public offering, gross
|
|
|
||||||
|
Proceeds received from private placement
|
|
|
||||||
|
Due to related party
|
|
|||||||
|
Offering costs paid
|
(
|
)
|
|
|||||
|
Net cash provided by financing activities
|
|
|
||||||
|
Net change in cash
|
|
|
||||||
|
Cash - beginning of the period
|
|
|
||||||
|
Cash - end of the period
|
$
|
|
$
|
|
||||
|
Supplemental disclosure of noncash investing and financing activities:
|
||||||||
|
Offering costs included in accrued expenses
|
$
|
|
$
|
|
||||
|
Offering costs included in accounts payable
|
$
|
|
$
|
|
||||
|
Offering costs paid by Sponsor under promissory note
|
$
|
|
$
|
|
||||
|
Deferred underwriting commissions
|
$
|
|
$
|
|
||||
|
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
|
$
|
|
$
|
|
||||
|
Deferred offering costs included in accounts payable
|
$
|
|
$
|
|
||||
|
Deferred offering costs included in accrued expenses
|
$
|
|
$
|
|
||||
|
Deferred offering costs included in note payable
|
$
|
|
$
|
|
||||
|
As of January 15, 2021
|
||||||||||||
|
As Previously Reported
|
Adjustments
|
As Restated
|
||||||||||
|
Total assets
|
$
|
|
$
|
|
$
|
|
||||||
|
Total current liabilities
|
$
|
|
$
|
|
$
|
|
||||||
|
Deferred underwriting commissions
|
|
|
||||||||||
|
Derivative warrant liabilities
|
|
|
|
|||||||||
|
Total liabilities
|
|
|
|
|||||||||
|
Class A ordinary shares subject to redemption
|
|
|
|
|||||||||
|
Preference shares
|
|
|
|
|||||||||
|
Class A ordinary shares
|
|
(
|
)
|
|
||||||||
|
Class B ordinary shares
|
|
|
|
|||||||||
|
Additional paid-in capital
|
|
(
|
)
|
|
||||||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Total shareholders’ equity (deficit)
|
|
(
|
)
|
(
|
)
|
|||||||
|
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)
|
$
|
|
$
|
|
$
|
|
||||||
| ● |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
| ● |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments
in markets that are not active; and
|
| ● |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs
or significant value drivers are unobservable.
|
|
For the Year Ended December 31, 2021
|
||||||||
|
Class A
|
Class B
|
|||||||
|
Basic net income per ordinary share:
|
||||||||
|
Numerator:
|
||||||||
|
Allocation of net income
|
$
|
|
$
|
|
||||
|
Denominator:
|
||||||||
|
Basic weighted average ordinary shares outstanding
|
|
|
||||||
|
Basic net income per ordinary share
|
$
|
|
$
|
|
||||
|
For the Year Ended December 31, 2021
|
||||||||
|
Class A
|
Class B
|
|||||||
|
Diluted net income per ordinary share:
|
||||||||
|
Numerator:
|
||||||||
|
Allocation of net income
|
$
|
|
$
|
|
||||
|
Denominator:
|
||||||||
|
Diluted weighted average ordinary shares outstanding
|
|
|
||||||
|
Diluted net income per ordinary share
|
$
|
|
$
|
|
||||
|
For The Period From November 6, 2020
(Inception) Through December 31, 2020
|
||||||||
|
Class A
|
Class B
|
|||||||
|
Basic and diluted net loss per ordinary share:
|
||||||||
|
Numerator:
|
||||||||
|
Allocation of net loss
|
$
|
|
$
|
(
|
)
|
|||
|
Denominator:
|
||||||||
|
Basic and diluted weighted average ordinary shares outstanding
|
|
|
||||||
|
Basic and diluted net loss per ordinary share
|
$
|
|
$
|
(
|
)
|
|||
|
Gross proceeds
|
$
|
|
||
|
Less:
|
||||
|
Fair value of Public Warrants at issuance
|
(
|
)
|
||
|
Offering costs allocated to Class A ordinary shares subject to possible redemption
|
(
|
)
|
||
|
Plus:
|
||||
|
Accretion on Class A ordinary shares subject to possible redemption amount
|
|
|||
|
Class A ordinary shares subject to possible redemption
|
$
|
|
| • |
in whole and not in part;
|
| • |
at a price of $
|
| • |
upon a minimum of
|
| • |
if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $
|
| • |
in whole and not in part;
|
| • |
at $
|
| • |
if, and only if, the closing price of Class A ordinary shares equals or exceeds $
|
| • |
if the closing price of the Class A ordinary shares for any
|
|
Description
|
Quoted
Prices in
Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||||||||
|
Liabilities:
|
||||||||||||
|
Derivative warrant liabilities - Public warrants
|
$
|
|
$
|
|
$
|
|
||||||
|
Derivative warrant liabilities - Private placement warrants
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
|||||||
|
Derivative warrant liabilities at December 31, 2020
|
$
|
|
||
|
Issuance of Public and Private Placement Warrants
|
|
|||
|
Transfer of Public Warrants to Level 1 measurement
|
(
|
)
|
||
|
Transfer of Private Placement Warrants to Level 2 measurement
|
(
|
)
|
||
|
Change in fair value of derivative warrant liabilities
|
(
|
)
|
||
|
Derivative warrant liabilities at December 31, 2021
|
$
|
|
| ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
| ITEM 9A. |
CONTROLS AND PROCEDURES.
|
| ITEM 9B. |
OTHER INFORMATION
|
| ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
|
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
|
Name
|
Age
|
Title
|
|
Mark Lavelle
|
56
|
Chief Executive Officer and Chairman
|
|
Gary Marino
|
65
|
President, Director
|
|
Michael Cyrus
|
66
|
Chief Financial Officer, Director
|
|
Pamela Zuercher Attinger
|
50
|
Director
|
|
Mark Lenhard
|
44
|
Director
|
|
David Motley
|
63
|
Director
|
|
Jeremy Jonker
|
44
|
Director
|
| • |
meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
|
| • |
monitoring the independence of the independent registered public accounting firm;
|
| • |
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
|
| • |
inquiring and discussing with management our compliance with applicable laws and regulations;
|
| • |
pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
|
| • |
appointing or replacing the independent registered public accounting firm;
|
| • |
determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding
financial reporting) for the purpose of preparing or issuing an audit report or related work;
|
| • |
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial
statements or accounting policies;
|
| • |
monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or
otherwise causing compliance with the terms of our Initial Public Offering; and
|
| • |
reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed
and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
|
| • |
should have demonstrated notable or significant achievements in business, education or public service;
|
| • |
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its
deliberations; and
|
| • |
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
|
| • |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Executive Officer’s compensation, evaluating our President’s,
Chief Financial Officer’s and Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Executive Officer based on
such evaluation;
|
| • |
reviewing and approving the compensation of all of our other Section 16 executive officers;
|
| • |
reviewing our executive compensation policies and plans;
|
| • |
implementing and administering our incentive compensation equity-based remuneration plans;
|
| • |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
| • |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
|
| • |
producing a report on executive compensation to be included in our annual proxy statement; and
|
| • |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
| • |
duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
|
| • |
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
| • |
directors should not improperly fetter the exercise of future discretion;
|
| • |
duty to exercise powers fairly as between different sections of shareholders;
|
| • |
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
|
| • |
duty to exercise independent judgment.
|
|
Individual
|
Entity
|
Entity’s Business
|
Affiliation
|
|||
|
Mark Lavelle
|
X Delivery
SLM Corporation
|
Shipping Carrier
Financial Services
|
Chief Executive Officer
Director
|
|||
|
Armada Supply Chain Solutions LLC
|
Logistics Services
|
Director
|
||||
|
Gary Marino
|
—
|
—
|
—
|
|||
|
Michael Cyrus
|
Digital Finance LLC
|
Financial Services
|
Senior Advisor
|
|||
|
TransMed7, LLC
|
Medical Technology
|
Director
|
||||
|
7 Continents Global Expeditionary Operations LLC
|
Technology
|
Partner and Senior Advisor
|
||||
|
Eagle Resources Group, LLC
|
Energy and Natural Resources
|
Advisory Board Member
|
||||
|
Pamela Attinger
|
Russell Reynolds Associates Inc.
|
Leadership Advisory
|
Managing Director
|
|||
|
Mark Lenhard
|
Bill.com |
Software
|
Chief Operating Officer
|
|||
|
ModoPayments, LLC
|
FinTech
|
Director
|
||||
|
David Motley
|
MCAPS, LLC
|
Professional Services
|
Co-Founder and Chief Executive Officer
|
|||
|
BTN Ventures
|
Investment
|
General Partner
|
||||
|
BlueTree Venture Funds
|
Investment
|
General Partner
|
||||
|
DDRC327, LLC
|
Real Estate
|
General Partner
|
||||
|
F.N.B. Corporation
|
Banking
|
Director
|
||||
|
Koppers Holdings Inc.
|
Materials
|
Director
|
||||
|
Armada Supply Chain Solutions LLC
|
Logistics Services
|
Director
|
||||
|
ALung Technologies, Inc.
|
Medical Technology
|
Director
|
||||
|
Jeremy Jonker
|
Infinity Ventures
|
Investment
|
Co-Founder and Managing Partner
|
|||
|
Upside Financing
|
Financial Services
|
Director
|
| • |
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and
our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other
business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.
|
| • |
Our sponsor subscribed for founder shares and purchased private placement warrants in connection with our Initial Public Offering.
|
| • |
Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public
shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the
substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination within 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has
agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial
business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of
their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or
exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial
business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash,
securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and
directors own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
|
| • |
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a
target business as a condition to any agreement with respect to our initial business combination.
|
| ITEM 11. |
EXECUTIVE COMPENSATION.
|
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
| • |
each person known by us to beneficially own more than 5% of our issued and outstanding ordinary shares;
|
| • |
each of our named executive officers and directors; and
|
| • |
all our directors and executive officers as a group.
|
|
Name and Address of Beneficial Owners(1)
|
Shares Beneficially
Owned
|
Percent of Shares
Beneficially Owned
|
||||||
|
Deep Lake Capital Sponsor LP (our sponsor)
|
5,055,000
|
(2)(3)
|
19.6
|
%
|
||||
|
Gary Marino
|
5,055,000
|
(2)(3)
|
19.6
|
%
|
||||
|
Mark Lavelle
|
5,055,000
|
(2)(3)
|
19.6
|
%
|
||||
|
Michael Cyrus
|
5,055,000
|
(2)(3)
|
19.6
|
%
|
||||
|
Adage Capital Partners, L.P.
|
1,944,469
|
(4)
|
9.4
|
%
|
||||
|
Periscope Capital Inc.
|
1,069,307
|
(5)
|
5.2
|
%
|
||||
|
Pamela Zuercher Attinger
|
40,000
|
(6)
|
*
|
|||||
|
Mark Lenhard
|
40,000
|
(7)
|
*
|
|||||
|
David Motley
|
60,000
|
(8)
|
*
|
|||||
|
Jeremy Jonker
|
30,000
|
(2)
|
*
|
|||||
|
All executive officers and directors as a group (7 individuals)
|
5,225,000
|
(9)
|
20.2
|
%
|
||||
| (1) |
Unless otherwise noted, the business address of each of our shareholders is 930 Tahoe Blvd, Suite 802, PMB 381, Incline Village, NV 89451.
|
| (2) |
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the section of this Annual
Report on Form 10-K entitled “Description of Securities.”
|
| (3) |
The shares reported above are held in the name of our sponsor, Deep Lake Capital Sponsor LP. Deep Lake Capital GP LLC is the general partner of Deep Lake Capital Sponsor LP. Each of Incline Investments LLC, Pelican Investments LLC and
CY5 Investments LLC own a one-third interest in Deep Lake Capital GP LLC and has sole voting and dispositive power over the founder shares held by Deep Lake Capital Sponsor LP. Mr. Lavelle is the sole manager of Incline Investments LLC, Mr.
Marino is the sole manager of Pelican Investments LLC and Mr. Cyrus is the sole manager of CY5 Investments LLC. Therefore, each of Messrs. Lavelle, Marino and Cyrus, Incline Investments LLC, Pelican Investments LLC, CY5 Investments LLC and
Deep Lake Capital GP LLC may be deemed to beneficially own the 5,055,000 founder shares held by our sponsor.
|
| (4) |
Based solely on the Amendment No. 1 to the Schedule 13G jointly filed on February 10, 2022 by Adage Capital Partners, L.P. a Delaware limited partnership (“ACP”), Adage Capital Partners GP, L.L.C., a Delaware limited liability company
(“ACPGP”), as general partner of ACP with respect to the Class A ordinary shares directly owned by ACP, Adage Capital Advisors, L.L.C., a Delaware limited liability company (“ACA”), as managing member of ACPGP, general partner of ACP, with
respect to the Class A ordinary shares directly owned by ACP, Robert Atchinson (“Mr. Atchinson”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A ordinary shares directly owned by ACP;
and Phillip Gross (“Mr. Gross”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP. The address of the business office of each of the reporting
persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
|
| (5) |
Based solely on the Schedule 13G filed on February 14, 2022 by Periscope Capital Inc., a company incorporated under the laws of Canada, which serves as investment manager of, and exercises investment discretion with respect to, certain
private investment funds. The business address of Periscope Capital Inc. is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.
|
| (6) |
Consists of 10,000 Class A ordinary shares as part of units purchased directly from the underwriters in connection with our Initial Public Offering and 30,000 Class B ordinary shares.
|
| (7) |
Consists of 10,000 Class A ordinary shares as part of units purchased directly from the underwriters in connection with our Initial Public Offering and 30,000 Class B ordinary shares.
|
| (8) |
Consists of 30,000 Class A ordinary shares as part of units purchased directly from the underwriters in connection with our Initial Public Offering and 30,000 Class B ordinary shares.
|
| (9) |
Consists of 50,000 Class A ordinary shares as part of units purchased directly from the underwriters in connection with our Initial Public Offering and 5,175,000 Class B ordinary shares.
|
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
| ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
|
For the Year Ended December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Audit Fees(1)
|
$
|
261,082
|
$
|
60,255
|
||||
|
Audit-Related Fees(2)
|
–
|
–
|
||||||
|
Tax Fees(3)
|
–
|
–
|
||||||
|
All Other Fees(4)
|
–
|
–
|
||||||
|
Total
|
$
|
261,082
|
$
|
60,255
|
||||
| 1. |
Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent
registered public accounting firm in connection with statutory and regulatory filings.
|
| 2. |
Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial
statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
|
| 3. |
Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.
|
| 4. |
All Other Fees. All other fees consist of fees billed for all other services.
|
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
EXHIBIT INDEX
|
|
|
Exhibit
|
Description
|
|
Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
|
|
|
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 31, 2021).
|
|
|
Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 31, 2021).
|
|
|
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 31, 2021).
|
|
|
Warrant Agreement, dated January 12, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC
on January 15, 2021).
|
|
|
Description of Securities.
|
|
|
Letter Agreement, dated January 12, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
|
|
|
Letter Agreement, dated January 12, 2021, between the Company and Mark Lavelle (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on
January 15, 2021).
|
|
|
Letter Agreement, dated January 12, 2021, between the Company and Gary Marino (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on January
15, 2021).
|
|
|
Letter Agreement, dated January 12, 2021, between the Company and Michael Cyrus (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on
January 15, 2021).
|
|
|
Letter Agreement, dated January 12, 2021, between the Company and Pamela Attinger (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on
January 15, 2021).
|
|
|
Letter Agreement, dated January 12, 2021, between the Company and Mark Lenhard (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K filed with the SEC on
January 15, 2021).
|
|
|
Letter Agreement, dated January 12, 2021, between the Company and David Motley (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K filed with the SEC on
January 15, 2021).
|
|
|
Letter Agreement, dated March 30, 2021, between the Company and Jeremy Jonker.
|
|
|
Investment Management Trust Agreement, dated January 12, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K
filed with the SEC on January 15, 2021).
|
|
|
Registration and Shareholder Rights Agreement, dated January 12, 2021, among the Company, the Sponsor and certain other security holders named therein
(incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
|
|
|
Securities Subscription Agreement, dated November 17, 2020, between the Company and the Sponsor (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on December 23, 2020).
|
|
|
Private Placement Warrants Purchase Agreement, dated January 12, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K
filed with the SEC on January 15, 2021).
|
|
|
Administrative Support Agreement, dated January 12, 2021, between the Company and an affiliate of the Sponsor (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
|
|
|
Indemnity Agreement, dated January 12, 2021, between the Company and Mark Lavelle (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed with the SEC on
January 15, 2021).
|
|
|
Indemnity Agreement, dated January 12, 2021, between the Company and Gary Marino (incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
|
|
|
Indemnity Agreement, dated January 12, 2021, between the Company and Michael Cyrus (incorporated by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
|
|
|
Indemnity Agreement, dated January 12, 2021, between the Company and Pamela Attinger (incorporated by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
|
|
|
Indemnity Agreement, dated January 12, 2021, between the Company and Mark Lenhard (incorporated by reference to Exhibit 10.16 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
|
|
|
Indemnity Agreement, dated January 12, 2021, between the Company and David Motley (incorporated by reference to Exhibit 10.17 of the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2021).
|
|
|
Indemnity Agreement, dated March 30, 2021, between the Company and Jeremy Jonker.
|
|
| 10.21 |
Promissory Note, dated March 29, 2022, issued by the Company to the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Current
Report on Form 8-K filed with the SEC on March 31, 2022).
|
|
Power of Attorney (included on signature page).
|
|
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
| Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
*
|
Filed herewith.
|
| ** |
Furnished herewith.
|
| ITEM 16. |
FORM 10-K SUMMARY.
|
|
DEEP LAKE CAPITAL ACQUISITION CORP.
|
||
|
Date: March 31, 2022
|
By:
|
/s/ Michael Cyrus |
|
Name: Michael Cyrus
|
||
|
Title: Chief Financial Officer
|
||
|
Signature
|
Title
|
Date
|
|
/s/ Mark Lavelle
|
Chief Executive Officer and Director | March 31, 2022 |
|
Mark Lavelle
|
(Principal Executive Officer)
|
|
| /s/ Michael Cyrus |
Chief Financial Officer
|
March 31, 2022
|
| Michael Cyrus | (Principal Financial and Accounting Officer) | |
|
/s/ Gary Marino
|
President | March 31, 2022 |
|
Gary Marino
|
|
|
|
/s/ Pamela Zuercher Attinger
|
Director | March 31, 2022 |
|
Pamela Zuercher Attinger
|
|
|
|
/s/ Mark Lenhard
|
Director | March 31, 2022 |
|
Mark Lenhard
|
|
|
|
/s/ David Motley
|
Director | March 31, 2022 |
|
David Motley
|
|
|
|
/s/ Jeremy Jonker
|
Director | March 31, 2022 |
|
Jeremy Jonker
|
|
|
| • |
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 ordinary shares 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 —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.
|
| • |
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” of our Class A ordinary shares except as otherwise described below;
|
| • |
if, and only if, the closing price of our Class A ordinary shares 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—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; and
|
| • |
if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which
we send the notice of redemption to the warrant holders is less than $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——Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
|
Redemption Date
|
Fair Market Value of Class A ordinary shares
|
|||||||||||||||||||||||||||||||||||
|
(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 names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each
member and the voting rights of shares of each member;
|
| • |
whether voting rights are attached to the share in issue;
|
| • |
the date on which the name of any person was entered on the register as a member; and
|
| • |
the date on which any person ceased to be a member.
|
| • |
If we have not consummated an initial business combination within 24 months from the IPO Closing Date, we will (i) cease all operations except for the purpose of
winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, 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 franchise and income taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay dissolution
expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law
to provide for claims of creditors and the requirements of other applicable law;
|
| • |
Prior to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds
from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business
combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 24 months from the IPO Closing Date or (y) amend the
foregoing provisions;
|
| • |
Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not
prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from independent investment banking firm or another independent entity that commonly renders
valuation opinions that such a business combination is fair to our company from a financial point of view;
|
| • |
If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a
shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial
business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
|
| • |
So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate
fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to
enter into the initial business combination;
|
| • |
If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the IPO Closing Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, we will provide our public shareholders with the opportunity to redeem all
or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, 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 franchise and income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and
|
| • |
We will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
|
| • |
we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;
|
| • |
the shareholders have been fairly represented at the meeting in question;
|
| • |
the arrangement is such as a businessman would reasonably approve; and
|
| • |
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”
|
| • |
a company is acting, or proposing to act, illegally or beyond the scope of its authority;
|
| • |
the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been
obtained; or
|
| • |
those who control the company are perpetrating a “fraud on the minority.”
|
| • |
an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
|
| • |
an exempted company’s register of members is not open to inspection;
|
| • |
an exempted company does not have to hold an annual general meeting;
|
| • |
an exempted company may issue shares with no par value;
|
| • |
an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
|
| • |
an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
|
| • |
an exempted company may register as a limited duration company; and
|
| • |
an exempted company may register as a segregated portfolio company.
|
|
Re:
|
Initial Public Offering
|
|
Sincerely,
|
||
|
/s/ Jeremy Jonker
|
||
|
Name: Jeremy Jonker
Title: Director
|
||
|
Acknowledged and Agreed:
|
||
|
DEEP LAKE CAPITAL ACQUISITION CORP.
|
||
|
By:
|
/s/ Mark Lavelle
|
|
|
Name: Mark Lavelle
|
||
|
Title: Chief Executive Officer
|
||
| 1. |
SERVICES TO THE COMPANY
|
| 2. |
DEFINITIONS
|
| (a) |
References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a
subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another corporation,
partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.
|
| (b) |
The terms “Beneficial Owner” and “Beneficial
Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.
|
| (c) |
“Delaware Court” shall mean the Court of Chancery of the State of Delaware.
|
| (d) |
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any
of the following events:
|
| (i) |
Acquisition of Shares by Third Party. Other than an affiliate of Deep Lake Capital Sponsor LP (the “Sponsor”), any Person
is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in
the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote
generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute a Change in Control under part (iii) of this definition;
|
| (ii) |
Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two
thirds of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;
|
| (iii) |
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities
entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company
entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of
directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then
outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the board of
directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;
|
| (iv) |
Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s
assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of
related transactions); or
|
| (v) |
Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated
under the Exchange Act, whether or not the Company is then subject to such reporting requirement.
|
| (e) |
“Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner,
manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise which such person is or was serving at the request of the Company.
|
| (f) |
“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.
|
| (g) |
“Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of
which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.
|
| (h) |
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
|
| (i) |
“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not
otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other
costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
|
| (j) |
References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit
plan.
|
| (k) |
References to “serving at the request of the Company” shall include any service as a director, officer, employee,
agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
|
| (l) |
“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of
corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee
under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
|
| (m) |
The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect
on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the
Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or
other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as
their ownership of shares of the Company.
|
| (n) |
The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including
intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a
director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that
he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the
time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.
|
| (o) |
The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company,
partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
|
| (p) |
The phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (a) to the
fullest extent authorized or permitted by the provision of applicable Cayman Islands law that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of
applicable Cayman Islands law, and (b) to the fullest extent authorized or permitted by any amendments to or replacements of applicable Cayman Islands law adopted after the date of this Agreement that increase the extent to which a
corporation may indemnify its officers and directors.
|
| 3. |
INDEMNITY IN THIRD-PARTY PROCEEDINGS
|
| 4. |
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY
|
| 5. |
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL
|
| 6. |
INDEMNIFICATION FOR EXPENSES OF A WITNESS
|
| 7. |
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS
|
| 8. |
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY
|
| (a) |
To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole
or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines,
penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution
it may have at any time against Indemnitee.
|
| (b) |
The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.
|
| (c) |
The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company
other than Indemnitee who may be jointly liable with Indemnitee. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering
Indemnitee.
|
| 9. |
EXCLUSIONS
|
| (a) |
for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess beyond the
amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;
|
| (b) |
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any
successor rule) or similar provisions of state statutory law or common law; or
|
| (c) |
except as otherwise provided in Sections 14(f) and (g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.
|
| 10. |
ADVANCES OF EXPENSES; DEFENSE OF CLAIM
|
| (a) |
Notwithstanding any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses
incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting
such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made
without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and
all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by
applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that
it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles, applicable law or otherwise. If it shall be determined by a final judgment or other final
adjudication that Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee. This Section 10(a) shall not apply to any claim made by Indemnitee for which an
indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.
|
| (b) |
The Company will be entitled to participate in the Proceeding at its own expense.
|
| (c) |
The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s
prior written consent.
|
| 11. |
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION
|
| (a) |
Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any
Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the
Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
|
| (b) |
Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from
time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined
according to Section 12(a) of this Agreement.
|
| 12. |
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION
|
| (a) |
A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be
at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no
Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders by ordinary resolution. The Company
promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so
determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from
disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee
harmless therefrom.
|
| (b) |
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided
in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in
Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the
Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the
Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined
in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written
objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person
selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding
or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
|
| (c) |
The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
|
| 13. |
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS
|
| (a) |
In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection
with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to
the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the
Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
|
| (b) |
If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination
within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be
entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for
indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an
additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or
information relating thereto.
|
| (c) |
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
|
| (d) |
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee
of the Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner,
manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing
member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this
Agreement.
|
| (e) |
The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be
imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
|
| 14. |
REMEDIES OF INDEMNITEE
|
| (a) |
In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses,
to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within
thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not
made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made
in accordance with this Agreement within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration,
contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the
American Arbitration Association. Except as set forth herein, the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association shall apply to any such arbitration. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.
|
| (b) |
In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
|
| (c) |
In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive
advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the
Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section
14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have
been exhausted or lapsed).
|
| (d) |
If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
|
| (e) |
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
|
| (f) |
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the
Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee:
(i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Articles now or hereafter in
effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification,
hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
|
| (g) |
Interest shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to
indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending
with the date on which such payment is made to Indemnitee by the Company.
|
| 15. |
SECURITY
|
| 16. |
NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS
|
| (a) |
The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles,
any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in
respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his or her
Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of
Expenses than would be afforded currently under the Articles or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the
Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or
remedy.
|
| (b) |
The Articles permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of
credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of
him or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the
provisions of this Agreement and the Articles. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this
Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties
thereto under any such Indemnification Arrangement.
|
| (c) |
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries,
employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the
coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to
which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in
accordance with the terms of such policies.
|
| (d) |
In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment by the
Company shall be deemed to relieve any insurer of its obligations.
|
| (e) |
The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer,
trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of
expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification,
hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and
(ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage
rights against any person or entity other than the Company.
|
| (f) |
Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates or members or any other
Person is secondary.
|
| 17. |
DURATION OF AGREEMENT
|
| 18. |
SEVERABILITY
|
| 19. |
ENFORCEMENT AND BINDING EFFECT
|
| (a) |
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director,
officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.
|
| (b) |
Without limiting any of the rights of Indemnitee under the Articles of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
|
| (c) |
The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties
hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to
an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s
request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
|
| (d) |
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.
|
| (e) |
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree
that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or
specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief
to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining
orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required
of Indemnitee by a court of competent jurisdiction, and the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.
|
| 20. |
MODIFICATION AND WAIVER
|
| 21. |
NOTICES
|
| (a) |
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.
|
| (b) |
If to the Company, to:
|
| 22. |
APPLICABLE LAW AND CONSENT TO JURISDICTION
|
| 23. |
IDENTICAL COUNTERPARTS
|
| 24. |
MISCELLANEOUS
|
| 25. |
PERIOD OF LIMITATIONS
|
| 26. |
ADDITIONAL ACTS
|
| 27. |
WAIVER OF CLAIMS TO TRUST ACCOUNT
|
| 28. |
MAINTENANCE OF INSURANCE
|
|
DEEP LAKE CAPITAL ACQUISITION CORP.
|
||
|
By:
|
/s/ Michael J. Cyrus
|
|
|
Name:
|
Michael J. Cyrus
|
|
|
Title:
|
Chief Financial Officer
|
|
|
INDEMNITEE
|
||
|
By:
|
/s/ Jeremy Jonker
|
|
|
Name:
|
Jeremy Jonker
|
|
|
Title:
|
Director
|
|
|
Date: March 31, 2022
|
|
|
/s/ Mark Lavelle
|
|
|
Mark Lavelle
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
Date: March 31, 2022
|
|
|
/s/ Michael Cyrus
|
|
|
Michael Cyrus
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
Date: March 31, 2022
|
|
|
/s/ Mark Lavelle
|
|
|
Mark Lavelle
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
Date: March 31, 2022
|
|
|
/s/ Michael Cyrus
|
|
|
Michael Cyrus
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|