Item 1.01. |
Entry into a Material Definitive Agreement. |
Business Combination Agreement Amendment
Worldwide Webb Acquisition Corp., a Cayman Islands corporation (WWAC or the Parent), previously announced that it
entered into a Business Combination Agreement, dated as of March 11, 2023 (the Agreement), WWAC, WWAC Amalgamation Sub Pte. Ltd., a Singapore private company and wholly-owned Subsidiary of WWAC (Amalgamation Sub), and
Aark Singapore Pte. Ltd., a Singapore private company (AARK), pursuant to which, and subject to the terms and conditions set forth therein, Amalgamation Sub and AARK will amalgamate and continue as one company (the
Amalgamation), with AARK being the surviving entity and becoming a subsidiary of Parent and as a result thereof, Aeries Technology Business Accelerators Pte. Ltd. becoming a subsidiary of Parent.
On October 9, 2023, WWAC, Amalgamation Sub, and AARK entered into Amendment No. 2 to the Agreement (the Second
Amendment) to increase the number of Employee Merger Consideration Shares (as defined in the Agreement) from 50,000 to 52,600.
The
foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached as Exhibit 2.1 and is incorporated herein by reference.
Sponsor Support Agreement Amendment
WWAC previously announced that it entered into that certain Sponsor Support Agreement, dated as of March 11, 2023 (the Sponsor
Support Agreement), by and among WWAC, Worldwide Webb Acquisition Sponsor, LLC, a Cayman Islands limited liability company (the Sponsor), and AARK, pursuant to which, among other things, and subject to the terms and conditions set
forth therein, the Sponsor agreed to vote at any meeting of the shareholders of the Company all of its Company Class A ordinary shares (as defined in the Sponsor Support Agreement) held of record or thereafter acquired in favor of the proposals
relating to the Business Combination (as defined in the Sponsor Support Agreement). Sponsor also agreed that up to 1,500,000 Class B ordinary shares (as defined in the Sponsor Support Agreement) held by Sponsor shall be surrendered to the
Company for no consideration and cancelled by the Company effective as of the Effective Time (as defined in the Sponsor Support Agreement) (such cancelled shares, the Cancelled Shares); provided that if Sponsor transfers up to 1,000,000
Class B ordinary shares (as defined in the Sponsor Support Agreement) to third parties in connection with seeking approval of an extension proposal (the Extension Transfer Shares), then such Extension Transfer Shares so transferred
shall reduce (one for one) the number of Cancelled Shares.
On October 9, 2023, WWAC, Amalgamation Sub, and AARK entered into
Amendment No. 1 to the Sponsor Support Agreement (the Sponsor Support Agreement Amendment) to increase the number of Extension Transfer Shares from 1,000,000 to 1,314,250.
The foregoing description of the Sponsor Support Agreement Amendment does not purport to be complete and is qualified in its entirety by
reference to the full text of the Sponsor Support Agreement Amendment, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
Non-Redemption Agreement
WWAC previously announced that it entered into non-redemption agreements, dated as of October 8,
2023 (each, a Non-Redemption Agreement) with certain unaffiliated third parties (each, a Holder, and collectively, the Holders) in exchange for such Holders agreeing either
not to request redemption in connection with the Extensions (as defined below) or to reverse any previously submitted redemption demand in connection with the Extension with respect to Class A ordinary shares, par value $0.0001 per share (the
Class A ordinary shares, and such shares subject to each Non-Redemption Agreement, the Non-Redeemed Shares), of the
Company sold in its initial public offering (the IPO) at the extraordinary general meeting called by the Company to, among other things, approve an amendment to the Companys amended and restated memorandum and articles of
association to