−Removed: We are a blank check company incorporated as a Cayman Islands exempted company on March 5, 2021.
−Removed: We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “business combination”).
−Removed: We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
−Removed: We have reviewed a number of opportunities to enter into a business combination.
−Removed: We have neither engaged in any operations nor generated any revenue to date.
−Removed: Based on our business activities, the Company is a “shell company” as defined under the Securities Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.
−Removed: Our executive offices are located at 770 E Technology Way F13-16, Orem, UT 84097 and our telephone number is (415) 629-9066.
−Removed: Our corporate website address is wwac1.com.
−Removed: Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this annual report.
−Removed: You should not rely on any such information in making your decision whether to invest in our securities.
−Removed: Company History
−Removed: Our sponsor is Worldwide Webb Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “sponsor”).
−Removed: The registration statement for our IPO was declared effective on October 19, 2021.
−Removed: On October 22, 2021, we consummated our IPO of 20,000,000 units (the “units” and, with respect to the Class A ordinary shares included in the units being offered, the “public shares”), at $10.00 per unit, generating gross proceeds of $200.0 million.
−Removed: Simultaneously with the closing of the IPO, we consummated the sale of 8,000,000 private placement warrants to the Sponsor at a price of $1.00 per private placement warrant generating gross proceeds of $8,000,000.
−Removed: Following the IPO and the sale of the private placement warrants, a total of $202,000,000 was placed in the trust account.
−Removed: Transaction costs amounted to $21,834,402 consisting of $4,600,000 of underwriting commissions, $8,050,000 of deferred underwriting commissions, and $9,184,402 of other offering costs related to the IPO.
−Removed: Approximately $8,306,250 of these expenses are non-cash offering costs associated with the Class A shares purchased by the anchor investors.
−Removed: We granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at our IPO price to cover over-allotments, if any.
−Removed: The underwriter exercised the over-allotment option in full and purchased an additional 3,000,000 units on November 15, 2021, generating gross proceeds of approximately $30.0 million (the “over-allotment units”).
−Removed: On November 15, 2021, simultaneously with the sale of the over-allotment units, the
−Removed: Company completed a private placement of 900,000 additional private placement warrants, generating gross proceeds to the Company of $900,000.
−Removed: A total of $232,300,000 of the net proceeds from the sale of the units in the IPO (including the over-allotment units) and the private placements on October 22, 2021 and November 15, 2021 were placed in a trust account established for the benefit of the Company’s public shareholders (“trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.
−Removed: government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:
−Removed: (i) the completion of a business combination and (ii) the distribution of the trust account as described below.
−Removed: We intend to focus our efforts on seeking and completing an initial business combination with a company that has an enterprise value of over $750 million.
−Removed: Our objective is to identify and accelerate a market-leading, differentiated internet company within our target sectors of interest, including direct-to-consumer brands, Amazon centric, online marketplaces, food tech, new media, digital health, software-as-a-service, fin tech, and any adjacent industries undergoing technology-driven transformations, that offer high-quality revenue streams and attractive organic and inorganic growth opportunities.
−Removed: Per McKinsey & Company, COVID-19 is transforming consumer lives and has resulted in a “decade in days” when it comes to the adoption to digital.
−Removed: We estimate that this shift has created a cohort of hundreds of companies that are now at scale to operate as a public company and that would have otherwise been one to five years away from accessing public markets.
−Removed: We believe Worldwide Webb Acquisition Corp.
−Removed: can accelerate a potential target’s ability to pursue the public markets, as well as potentially reduce the risk and time commitment associated with a public listing.
−Removed: We believe that the operational and execution capabilities of our combined team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring compelling value to shareholders post-business combination.
−Removed: Our team has accumulated robust experience, through which we can provide a business with the opportunity to accelerate its growth and create significant value to shareholders.
−Removed: Business Strategy
−Removed: The Worldwide Internet Market Opportunity
−Removed: The internet sector has created substantial value for investors over the past two decades.
−Removed: The acceleration of global digitalization and the shifting of consumer preferences to discover, communicate, learn, be entertained, and transact from their mobile devices are reinforcing the critical nature and resiliency of businesses in the internet sector.
−Removed: Internet companies continue to disrupt traditional industries at an unprecedented pace and in ways that were not previously possible by taking advantage of new technologies to drive efficiency, transparency, and discovery.
−Removed: In addition, the proliferation of cloud technologies is enabling these businesses to scale faster and at lower costs than ever before.
−Removed: As internet companies change the way traditional business is done, they are positioned to benefit from significant value creation;
−Removed: however, thus far, the preponderance of that value creation has been captured by the private markets.
−Removed: Industry trends are converging to increase both the size of individual investments and also the number of potential internet investment opportunities.
−Removed: The recent shift to online as a result of COVID-19 has allowed new entrants to grow extremely rapidly and gain scale and attractive unit economics earlier in their company lifecycles.
−Removed: Acquisitions have also allowed internet companies to gain additional revenue, customers, products, and services, all while avoiding some or most of the operating costs associated with integration.
−Removed: We believe that these trends will result in significant potential attractive investment opportunities and that we are well-positioned to facilitate taking such companies public.
−Removed: There are significant benefits to companies being publicly traded during their growth stage, including having access to capital markets, having publicly traded stock as currency for potential acquisitions and to use to attract and retain talent, as well as increased brand awareness.
−Removed: We believe that an initial business
−Removed: combination with a blank check company such as ours provides an attractive mechanism for going public.
−Removed: An initial business combination with Worldwide Webb Acquisition Corp.
−Removed: would provide a potential target company with several benefits, including:
−Removed: A valuable and collaborative partnership with a strong sponsor team that has successfully experienced the full lifecycle of founding a company and going public through a SPAC
−Removed: Structural flexibility and greater certainty of close and a successful transaction
−Removed: A faster route to public markets with reduced management distraction, risks, and time commitment
−Removed: Although we intend to execute a business combination with a company in the internet sector, the above industry overview is not intended to be exhaustive, and we reserve the right to enter into our initial business combination with a target that does not necessarily fit precisely within the boundaries of the internet sector.
−Removed: We believe that our management team is also well situated to evaluate potential targets in the broader technology space and we may also consider a business combination with such entities.
−Removed: Ultimately, we will be guided by our business strategy, acquisition criteria, experience, and expertise in identifying exceptional candidates that provide a compelling business opportunity for our company.
−Removed: Our Business Strategy
−Removed: Our business strategy is to identify and complete a business combination that creates value for our shareholders.
−Removed: We believe our team is well positioned to successfully identify attractive opportunities as we plan to leverage our sponsor team’s prior experiences, track records, and extensive relationship networks.
−Removed: Our sponsor team’s expertise in internet companies in our target sectors of interest, including direct-to-consumer-brands, Amazon centric, online marketplaces, food tech, new media, digital health, software-as-a-service, fin tech, and adjacent industries undergoing technology-driven transformations, positions us well to source, execute, and add value to companies in these sectors.
−Removed: We intend to leverage our experience with digital disruption, marketing, supply chain management, and product development, as well as our demonstrated ability to work with companies to drive profitable growth.
−Removed: We believe the combined team possesses the core characteristics required for a successful SPAC team.
−Removed: Our combined team is a mix of what we view to be successful dealmakers and successful founders and operators, with experience across multiple deal types, and as founders of variety of businesses in the internet sector.
−Removed: We believe we have built a meaningful proprietary deal-sourcing network that will help us source deals that other investors cannot.
−Removed: We also have what we believe is a strong track record of value creation, both as founders and advisors.
−Removed: Our network and current affiliations across the team will allow us to lean heavily on existing relationships to find proprietary deal flow.
−Removed: We also intend to leverage our network of third-party advisors, as needed.
−Removed: Our sourcing and acquisition selection process will leverage our sponsor team’s deep, broad, and trusted network of founders, executives, venture capitalists, private equity sponsors, investment bankers, lending community relationships, and relationships with private companies.
−Removed: We believe that our value-added approach, and ability to work with strategic partners within our network will position us as an attractive business combination target to many potential merger targets.
−Removed: Furthermore, the experience of members of our team in founding Purple and taking it public through a SPAC will further differentiate us from the other vehicles in the market and allow a potential target to benefit from our team’s prior experience to maximize the target’s value proposition.
−Removed: We also believe this should provide us with a breadth of business combination opportunities, typically outside of broad auction processes.
−Removed: We believe our sponsor team’s experience founding and operating internet companies, along with its history of advising world-class management teams, successfully capturing operating improvement opportunities, strengthening marketing, increasing revenue generation, and enhancing investor positioning for leading internet companies will be appealing to company management teams and boards that are seeking opportunities to assume leadership in their sector.
−Removed: Initial Business Combination Criteria
−Removed: We have identified the following attributes and guidelines to evaluate prospective target businesses.
−Removed: We may decide, however, to enter into our initial business combination with one or more businesses that does not meet these criteria and guidelines.
−Removed: We intend to pursue an initial business combination with companies that have the following characteristics:
−Removed: Market Leading Platform with Differentiated Product Offering:
−Removed: We intend to seek business combination targets that have a leading market position and significant barriers to entry through brand value, innovative technology, large and loyal customer bases, and differentiated products or services.
−Removed: We believe a leadership position affords a company the opportunity to drive outcomes for their market and more easily capture the mindshare of customers.
−Removed: Large and Addressable Market with a Sustainable Growth Opportunity:
−Removed: The internet sector is home to many high-growth companies benefitting from the rapid pace of digital transformations.
−Removed: We will seek business combination targets that are successfully capturing market share in a large addressable market with significant future opportunity and tailwinds.
−Removed: We will focus on those companies for which rapid growth and customer adoption is fueled by their compelling value proposition versus those for whom growth is derived primarily from significant marketing spend.
−Removed: Attractive Unit Economics :
−Removed: We will seek to partner with business combination targets that have a strong performance track-record, supported by robust unit economics, and the ability to sustain significant growth while achieving strong profitability over time.
−Removed: Data Directed Decision Making:
−Removed: We will seek to identify businesses for whom data is core to their decision-making processes and is consistently used for operational and strategic judgments and to track business performance.
−Removed: Purpose-Driven with High Ethical Standards:
−Removed: We believe consumers and companies will continue to shift spending to companies that are purpose-driven and have high ethical standards.
−Removed: We will seek a business combination targets that are purpose-driven, sustainable, and environmentally friendly, as well as a management team that leads and builds their business with the highest standards of ethics and integrity.
−Removed: Visionary Management Team with Proven Track Record:
−Removed: We will seek business combination targets with a management team that has a track record of delivering strong performance and is passionate about the opportunity and relentless in their desire to build a large and meaningful business.
−Removed: We intend to work as long-term partners with our prospective target company while building a successful business combination.
−Removed: Sensible Valuation:
−Removed: We have a deep understanding of private valuations and will aim to negotiate terms that will provide significant upside potential while limiting downside risk.
−Removed: These criteria are not intended to be exhaustive.
−Removed: Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors, and criteria that our management may deem relevant.
−Removed: In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.
−Removed: Our Acquisition Process
−Removed: In evaluating a potential target business, we expect to conduct a due diligence review to seek to determine a company’s quality and its intrinsic value.
−Removed: That due diligence review may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management (which may be virtual or in-person), consultations with relevant industry experts, competitors, customers, and suppliers, as well as a review of additional financial and other information that we will seek to obtain as part of our analysis of a target company.
−Removed: We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors or any of their affiliates.
−Removed: In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA, or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.
−Removed: Members of our management team, including our officers and directors, directly or indirectly own our securities and, accordingly, may have a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial business combination.
−Removed: Further, each of our officers and directors, as well as our management team, may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers, directors, and management team members was included by a target business as a condition to any agreement with respect to such business combination.
−Removed: Each of our directors and officers presently has, and any of them in the future may have additional, fiduciary, or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.
−Removed: Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has a then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law.
−Removed: We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
−Removed: Initial Business Combination
−Removed: We have up to 18 months from the closing of our IPO to consummate an initial business combination.
−Removed: However, we may hold a shareholder vote at any time to amend our memorandum and articles of association to modify the amount of time we have to consummate an initial business combination (as well as to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the time periods described herein or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity).
−Removed: As described herein, our sponsor, executive officers and directors have agreed that they will not propose any such amendment unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment 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 (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein.
−Removed: If we do not complete our initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not 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 (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating 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.
−Removed: The rules of Nasdaq require our initial business combination to occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding any deferred underwriting commissions and taxes payable on the income earned on the trust account).
−Removed: We refer to this as the 80% of net assets test.
−Removed: If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.
−Removed: We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case.
−Removed: We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses.
−Removed: We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.
−Removed: Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
−Removed: For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination.
−Removed: In this case, we would acquire a 100% controlling interest in the target.
−Removed: However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.
−Removed: If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.
−Removed: If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
−Removed: Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test.
−Removed: We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.
−Removed: As a result, we are subject to the rules and regulations promulgated under the Exchange Act.
−Removed: We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
−Removed: Business Combination Targets
−Removed: We believe our management team’s significant operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets.
−Removed: Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world.
−Removed: This network has grown through the activities of our management team sourcing, acquiring, financing and selling businesses, our management team’s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions.
−Removed: We believe this network provides our management team with a robust and consistent flow of acquisition opportunities which are proprietary or where a limited group of investors are invited to participate
−Removed: in the sale process.
−Removed: We believe that the network of contacts and relationships of our management team will provide us with important sources of acquisition opportunities.
−Removed: In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.
−Removed: We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or officers, or making the acquisition through a joint venture or other form of shared ownership with our sponsor, directors or officers.
−Removed: In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, directors or officers, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm or another entity that commonly renders valuation opinions, that such an initial business combination is fair to our company from a financial point of view.
−Removed: We are not required to obtain such an opinion in any other context.
−Removed: As more fully discussed in “Directors, Executive Officers and Corporate Governance—Conflicts of Interest,” if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law.
−Removed: Our directors and officers currently have fiduciary duties or contractual obligations that may overlap with their duties to us.
−Removed: Recent Developments
−Removed: Business Combination Agreement
−Removed: On March 11, 2023, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with WWAC Amalgamation Sub Pte.
−Removed: Ltd., a Singapore private company limited by shares and a direct wholly-owned Subsidiary of the Company, with company registration number 202300520W (“Amalgamation Sub”), and Aark Singapore Pte.
−Removed: Ltd., a Singapore private company limited by shares, with company registration number 200602001D (“AARK”).
−Removed: Aeries Technology Group Business Accelerators Private Limited, an Indian private company limited by shares (“Aeries”), is a subsidiary of AARK.
−Removed: AARK is wholly owned by Mr.
−Removed: Venu Raman Kumar (the “AARK Sole Shareholder”).
−Removed: The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were approved by the boards of directors of each of the Company, Amalgamation Sub and AARK, and by the sole shareholders of each of Amalgamation Sub and AARK.
−Removed: The Business Combination Agreement provides that, among other things, at the closing of the Business Combination, in accordance with Section 215A of the Singapore Companies Act, Amalgamation Sub and AARK will amalgamate and continue as one company (the “Amalgamation”), with AARK being the surviving entity and becoming a subsidiary of the Company.
−Removed: Since Aeries is a subsidiary of AARK, upon the closing of the Business Combination, it will be an indirect subsidiary of the Company.
−Removed: In connection with the Business Combination, the Company will change its name to “Aeries Technology, Inc.”
−Removed: The Business Combination is expected to close in the third quarter of 2023, subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals and the required approval by the shareholders of the Company.
−Removed: On March 24, 2023, we filed a definitive proxy statement with the SEC relating to an extraordinary general meeting (the “Special Meeting”) for our shareholders to consider and vote upon, among other things, a proposal to amend our memorandum and articles of association to extend the date by which the Company must consummate an initial business combination from 18 months from the closing of its IPO to 24 months from the closing of its IPO (the “Extension Amendment Proposal”).
−Removed: In connection with the shareholder vote on the Extension Amendment Proposal, our shareholders may elect to redeem their public shares.
−Removed: The record date for the Special Meeting is March 20, 2023, and the Special Meeting has been scheduled for April 14, 2023.
−Removed: Status as a Public Company
−Removed: We believe our structure will make us an attractive business combination partner to target businesses.
−Removed: As an existing public company, we offer target businesses an alternative to the traditional initial public offering through a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination.
−Removed: In this situation, the owners of the target business would exchange their equity securities, shares or shares of stock in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.
−Removed: Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering.
−Removed: In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination with us.
−Removed: Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring.
−Removed: Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests.
−Removed: It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
−Removed: We are an “emerging growth company,” as defined in the JOBS Act.
−Removed: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.
−Removed: Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
−Removed: Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
−Removed: We will remain a smaller reporting company as long as (1) the market value of our ordinary shares held by non-affiliates is less than $250 million as of
−Removed: the end of a year’s second fiscal quarter, or (2) our annual revenues are less than $100 million during a completed fiscal year and the market value of our ordinary shares held by non-affiliates is less than $700 million as of the end of that year’s second fiscal quarter.
−Removed: Financial Position
−Removed: With funds available for a business combination initially in the amount of $229,950,000 assuming no redemptions and after payment of up to $8,050,000 of deferred underwriting fees, in each case, after estimated offering expenses of $1,274,649 (and prior to any post-IPO working capital expenses), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
−Removed: Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.
−Removed: However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.
−Removed: Effecting Our Initial Business Combination
−Removed: We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our IPO.
−Removed: We intend to effectuate our initial business combination using cash from the proceeds of our IPO and the sale of the private placement warrants, our shares, debt or a combination of these as the consideration to be paid in our initial business combination.
−Removed: We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
−Removed: If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemptions of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
−Removed: We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.
−Removed: In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law or we decide to do so for business or other reasons, we would seek shareholder approval of such financing.
−Removed: There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination.
−Removed: At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.
−Removed: Selection of a Target Business and Structuring of Our Initial Business Combination
−Removed: The Nasdaq rules require our initial business combination to occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding any deferred underwriting commissions and taxes payable on the income earned on the trust account).
−Removed: We refer to this as the 80% of net assets test.
−Removed: The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses.
−Removed: If our board of directors is not able independently to determine the fair market value of the target business or businesses, we
−Removed: will obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria.
−Removed: We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case.
−Removed: Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we are not permitted to effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
−Removed: In any case, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.
−Removed: If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.
−Removed: There is no basis for investors to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.
−Removed: To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business.
−Removed: Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
−Removed: In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information, which will be made available to us.
−Removed: The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.
−Removed: Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
−Removed: Lack of Business Diversification
−Removed: For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
−Removed: Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
−Removed: By completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks.
−Removed: Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry.
−Removed: Accordingly, the prospects for our success may be:
−Removed: solely dependent upon the performance of a single business, property or asset;
−Removed: dependent upon the development or market acceptance of a single or limited number of products, processes or services.
−Removed: This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
−Removed: Limited Ability to Evaluate the Target’s Management Team
−Removed: Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct.
−Removed: In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.
−Removed: Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty.
−Removed: While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.
−Removed: Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.
−Removed: We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.
−Removed: The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
−Removed: Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
−Removed: We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
−Removed: Shareholders May Not Have the Ability to Approve Our Initial Business Combination
−Removed: We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our memorandum and articles of association.
−Removed: However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.
−Removed: Under the rules of Nasdaq, shareholder approval would be required for our initial business combination if, for example:
−Removed: we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of Class A ordinary shares then issued and outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;
−Removed: any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% 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 outstanding ordinary shares or voting power of 5% or more;
−Removed: the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
−Removed: The Companies Act and Cayman Islands law do not currently require, and we are not aware of any other applicable law that will require, shareholder approval of our initial business combination.
−Removed: Permitted Purchases and Other Transactions with Respect to Our Securities
−Removed: In the event we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in
−Removed: privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
−Removed: There is no limit on the number of securities such persons may purchase.
−Removed: Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares.
−Removed: However, they have no current commitments, plans or intentions to engage in such purchases or other transactions and have not formulated any terms or conditions for any such purchases or other transactions.
−Removed: None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions.
−Removed: Such persons will be subject to restrictions in making any such purchases when they are in possession of any material non-public information or if such purchases are prohibited by Regulation M under the Exchange Act.
−Removed: Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
−Removed: We adopted an insider trading policy which will require insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information and (2) clear all trades with our legal counsel prior to execution.
−Removed: We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases.
−Removed: Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.
−Removed: In the event that our sponsor, directors, officers, advisors or any of their respective affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination.
−Removed: We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;
−Removed: however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.
−Removed: The purpose of any such transaction could be to (1) vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder approval of the initial business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.
−Removed: Any such transactions may result in the completion of our initial business combination that may not otherwise have been possible.
−Removed: In addition, if such purchases are made, the public “float” of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
−Removed: Our sponsor, directors, officers, advisors and/or any of their respective affiliates anticipate that they may identify the shareholders with whom our sponsor, directors, officers, advisors or any of their respective affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of public shares) following our mailing of tender offer or proxy materials in connection with our initial business combination.
−Removed: To the extent that our sponsor, directors, officers, advisors or any of their respective affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination.
−Removed: Such persons would select the shareholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase.
−Removed: The price per share paid in any such transaction may be different than
−Removed: the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination.
−Removed: Our sponsor, directors, officers, advisors or any of their respective affiliates will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
−Removed: Any purchases by our sponsor, directors, officers and/or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will be restricted unless such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.
−Removed: Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser.
−Removed: Our sponsor, directors, officers and/or any of their respective affiliates will be restricted from making purchases of ordinary shares if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
−Removed: Redemption Rights for Public Shareholders Upon Completion of Our Initial Business Combination
−Removed: We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein.
−Removed: At the completion of our initial business combination, we will be required to purchase any ordinary shares properly delivered for redemption and not withdrawn.
−Removed: The amount in the trust account is initially anticipated to be $10.10 per public share.
−Removed: The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
−Removed: The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
−Removed: There will be no redemption rights upon the completion of our initial business combination with respect to our warrants.
−Removed: Our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed (and their permitted transferees will agree) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination.
−Removed: The anchor investors have agreed (and their permitted transferees will agree) to waive their redemption rights with respect to any founder shares held by them in connection with the completion of our initial business combination.
−Removed: Manner of Conducting Redemptions
−Removed: We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a general meeting called to approve the business combination or (2) by means of a tender offer.
−Removed: The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.
−Removed: Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or voting power or seek to amend our memorandum and articles of association would typically require shareholder approval.
−Removed: We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirement or we choose to seek shareholder approval for business or other reasons.
−Removed: If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our memorandum and articles of association:
−Removed: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;
−Removed: 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.
−Removed: Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
−Removed: In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
−Removed: In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination.
−Removed: If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
−Removed: If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will, pursuant to our memorandum and articles of association:
−Removed: 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;
−Removed: file proxy materials with the SEC.
−Removed: We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote.
−Removed: However, we expect that a preliminary proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation.
−Removed: Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.
−Removed: In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
−Removed: If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the company.
−Removed: In such case, pursuant to the terms of a letter agreement entered into with us, our initial shareholders, directors and officers have agreed (and their permitted transferees will agree) to vote their founder shares and any public shares held by them in favor of our initial business combination.
−Removed: Our directors and officers also have agreed to vote in favor of our initial business combination with respect to public shares acquired by them, if any.
−Removed: Our anchor investors have agreed to vote in favor of our initial business combination with respect to founder shares acquired by them.
−Removed: We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders, anchor investors and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon.
−Removed: Each public shareholder may elect to redeem their public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.
−Removed: In addition, our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed (and their permitted transferees will agree) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the
−Removed: completion of a business combination.
−Removed: Our anchor investors have also agreed (and their permitted transferees will agree) to waive their redemption rights with respect to any founder shares held by them in connection with the completion of a business combination.
−Removed: Our memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.
−Removed: Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination.
−Removed: For example, the proposed business combination may require:
−Removed: (1) cash consideration to be paid to the target or its owners;
−Removed: (2) cash to be transferred to the target for working capital or other general corporate purposes;
−Removed: or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.
−Removed: In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
−Removed: Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval
−Removed: Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our prior consent.
−Removed: We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
−Removed: Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms.
−Removed: By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our IPO, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
−Removed: However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
−Removed: Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights
−Removed: We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination.
−Removed: The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
−Removed: Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
−Removed: Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote.
−Removed: However, we expect that a preliminary proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation.
−Removed: Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.
−Removed: There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.
−Removed: The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.
−Removed: However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares.
−Removed: The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
−Removed: Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or two business days prior to the scheduled date of the general meeting set forth in our proxy materials, as applicable (unless we elect to allow additional withdrawal rights).
−Removed: Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
−Removed: It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
−Removed: If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.
−Removed: In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
−Removed: If our initial proposed business combination is not completed, we may continue to try to complete a different business combination until the end of the completion window.
−Removed: Redemption of Public Shares and Liquidation If No Initial Business Combination
−Removed: Our sponsor, directors and officers have agreed that we will initially have only the completion window to complete our initial business combination.
−Removed: If we have not completed our initial business combination within the completion window, we will:
−Removed: (1) cease all operations except for the purpose of winding up;
−Removed: (2) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any);
−Removed: and (3) 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.
−Removed: There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the allotted time frame.
−Removed: Our initial shareholders, anchor investors, directors and officers have agreed (and their permitted transferees will agree) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window.
−Removed: However, if our initial shareholders, directors or officers acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time frame.
−Removed: Our initial shareholders, directors and officers have agreed (and their permitted transferees will agree), pursuant to a letter agreement with us, that they will not propose any amendment to our memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in
−Removed: connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares.
−Removed: However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.
−Removed: We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,200,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.
−Removed: However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
−Removed: If we were to expend all of the net proceeds of our IPO and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.10.
−Removed: The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.
−Removed: We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.10.
−Removed: While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
−Removed: Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.
−Removed: If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
−Removed: Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver.
−Removed: In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.
−Removed: Upon redemption of our public shares, if we have not completed our initial business combination within the required time period, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.
−Removed: Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.
−Removed: In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be
−Removed: responsible to the extent of any liability for such third-party claims.
−Removed: We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations.
−Removed: None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
−Removed: In the event that the proceeds in the trust account are reduced below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.
−Removed: While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
−Removed: Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.10 per share.
−Removed: We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
−Removed: Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.
−Removed: We will have access to up to $1,200,000 from the proceeds of our IPO and the sale of the private placement warrants, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).
−Removed: In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.
−Removed: If we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders.
−Removed: To the extent any insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.10 per share to our public shareholders.
−Removed: Additionally, if we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance.
−Removed: As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.
−Removed: Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
−Removed: We cannot assure you that claims will not be brought against us for these reasons.
−Removed: Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of:
−Removed: (1) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein;
−Removed: (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption 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 the completion window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;
−Removed: and (3) the redemption of our public shares if we have not completed an initial business combination within the completion window, subject to applicable law.
−Removed: In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account.
−Removed: Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants.
−Removed: Memorandum and Articles of Association
−Removed: Our memorandum and articles of association contain certain requirements and restrictions relating to our IPO that will apply to us until the consummation of our initial business combination.
−Removed: Our memorandum and articles of association contain a provision which provides that, if we seek to amend our memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption 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 the completion window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, we will provide public shareholders with the opportunity to redeem their public shares in connection with any such amendment.
−Removed: Specifically, our memorandum and articles of association provide, among other things, that:
−Removed: prior to the consummation of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which public shareholders may seek to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction, into their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), or (2) provide our public shareholders with the opportunity to tender their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), in each case subject to the limitations described herein;
−Removed: in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions;
−Removed: if we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the company;
−Removed: if our initial business combination is not consummated within the completion window, then our existence will terminate and we will distribute all amounts in the trust account;
−Removed: prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares on any initial business combination.
−Removed: These provisions cannot be amended without the approval of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting.
−Removed: In the event we seek shareholder approval in connection with our initial business combination, our memorandum and articles of association provide that we may consummate our initial business combination only if approved by a majority of the ordinary shares voted by our shareholders at a duly held general meeting.
−Removed: Additionally, our memorandum and articles of association provide that, prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors and that holders of a majority of our founder shares may remove a member of the board of directors for any reason.
−Removed: These provisions of our memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting.
−Removed: With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.
−Removed: We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
−Removed: Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
−Removed: Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.
−Removed: While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our IPO and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
−Removed: This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
−Removed: Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash to redeem our Class A ordinary shares, it will potentially reduce the resources available to us for our initial business combination.
−Removed: Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.
−Removed: If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
−Removed: Conflicts of Interest
−Removed: Members of our management team may directly or indirectly own founder shares and/or private placement warrants and, accordingly, 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.
−Removed: Further, each of 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 was included by a target business as a condition to any agreement with respect to our initial business combination.
−Removed: Certain of our officers and directors have fiduciary and contractual duties to certain companies in which they have invested.
−Removed: These entities may compete with us for acquisition opportunities.
−Removed: If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities.
−Removed: Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware.
−Removed: Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination.
−Removed: Our management team, in their capacities as members, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties.
−Removed: We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us.
−Removed: Our memorandum and articles of association provide that, to the fullest extent permitted by applicable law:
−Removed: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;
−Removed: and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer basis, on the one hand, and us, on the other.
−Removed: For more information, see the section entitled “Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”
−Removed: Each of our directors and officers presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity.
−Removed: Accordingly, if any of our directors or
−Removed: officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law.
−Removed: See “Risk Factors—Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”
−Removed: We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination.
−Removed: Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.
−Removed: Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.
−Removed: We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations.
−Removed: We have not asked our sponsor to reserve for such obligations.
−Removed: We currently maintain our executive offices at 770 E Technology Way F13-16, Orem, UT 84097.
−Removed: The cost for this space is included in the $10,000 per month fee that we pay our sponsor for office space, utilities, secretarial, administrative and support services.
−Removed: We consider our current office space adequate for our current operations.
−Removed: We currently have one officer and do not intend to have any full-time employees prior to the completion of our initial business combination.
−Removed: Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
−Removed: The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.
−Removed: Periodic Reporting and Financial Information
−Removed: We registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC.
−Removed: In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public auditors.
−Removed: We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
−Removed: We will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing
−Removed: the target business.
−Removed: These financial statements may be required to be prepared in accordance with, or be reconciled to, U.S.
−Removed: GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with PCAOB standards.
−Removed: These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
−Removed: We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above.
−Removed: To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business.
−Removed: While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.
−Removed: We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act.
−Removed: Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
−Removed: A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
−Removed: The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
+Added: Unless the context otherwise requires, references in this section to “we,” “us,” “our,” “Aeries Technology,” “Aeries” and “the Company” refer to the business and operations of AARK and its consolidated subsidiaries prior to the Business Combination (excluding the associated legacy financial technology and investing business activities) and to Aeries Technology, Inc.
+Added: and its consolidated subsidiaries, following the consummation of the Business Combination.
+Added: Aeries Technology is a global provider of professional and management services and technology consulting, specializing in the establishment and management of dedicated delivery centers known as “Global Capability Centers” (“GCCs”) for portfolio companies of private equity firms and mid-market enterprises.
+Added: Our engagement models are designed to provide a mix of deep vertical specialty, functional expertise, and digital systems and solutions to scale, optimize and transform a client’s business operations.
+Added: By leveraging artificial intelligence (“AI”), implementing process improvements, and recruiting talent in cost-effective geographies, we are positioned to deliver significant cost savings to our clients.
+Added: With over a decade of experience, we are committed to delivering transformative business solutions that drive operational efficiency, innovation, and strategic growth.
+Added: We support and drive our clients’ global growth by providing a range of services, including professional advisory services and operations management services, to build and manage GCCs in suitable and cost-effective locations based on client business needs.
+Added: With a focus towards digital enterprise enablement, these GCCs are designed to act as seamless extensions of the client organization, providing access to top-tier resources.
+Added: We believe this empowers our clients to remain competitive and nimble and to achieve their goals of enduring cost efficiencies, operational excellence, and value creation, without sacrificing functional control and flexibility.
+Added: Our advisory services involve the active participation of senior leadership, recommending strategies and best practices related to operating model design, consultation on various areas, market availability for resources with appropriate skillsets required for specific roles contemplated in the service model, regulatory compliance, optimization of tax structure, and more.
+Added: Our clients can customize the services based on options we provide, and we subsequently firm up the execution plan with the clients.
+Added: A key aspect of our service is our focus on digital transformation.
+Added: We aim to leverage cutting-edge technologies, including AI, to drive innovation and streamline operations.
+Added: Our technology services are designed to enhance decision-making, automate processes, and deliver significant business value.
+Added: We believe this approach through GCC set-up improves operational efficiencies, enabling us to deliver digital transformation services that align with our clients’ growth strategies and support their competitiveness in an evolving digital landscape.
+Added: Our clients also use our services to manage their organizational operations, including software development, information technology, data analytics, cybersecurity, finance, human resources, customer service and operations.
+Added: We hire appropriate talent and personnel on our payroll for deployment on client operations.
+Added: We work with our clients collaboratively to select the appropriate candidates and create functional alignment with the clients’ organizations.
+Added: While our talent becomes an extension of our clients’ team, Aeries continues to provide them with the opportunity for promotion, recognition and career path progression, which we believe results in higher employee satisfaction and lower voluntary attrition rates.
+Added: We manage the regulatory, tax, recruiting, human resources compliance and branding for each of our GCCs.
+Added: Our purpose-built business model aims to create a more flexible and cost-effective talent pool for deployment on clients’ operations, while fostering innovation through strategic alignment at senior levels and visibility across the organization.
+Added: The model also aims to insulate our clients from regulatory and tax issues and provides flexibility in scaling teams up or down based on their changing business needs.
+Added: We are committed to delivering best practices and success factors by leveraging our visibility into successful strategies from multiple companies, addressing many of the deficiencies associated with the traditional outsourcing and offshoring models.
+Added: In today’s digital economy, technology and digital solutions have seen a shift from a traditional outsourcing model to more strategic, value-based services model, pursuing management solutions that are “Purpose-Built” for efficiencies, automation, growth, and business expansion.
+Added: Aeries has been innovating new product and service offerings in this shifting marketplace.
+Added: For the past 12 years since inception, we have catered to the private equity ecosystem’s exacting and stringent needs for speed of execution and optimal value-creation solutions, enabling new portfolio companies to strategically transform themselves.
+Added: It is from these experiences of implementing a wide gamut of mission critical solutions that we have evolved our “Purpose-Built” model.
+Added: This innovative product model aims to eliminate the deficiencies of the traditional models of vendor-outsourcing and fully owned offshored subsidiaries, creating a clear and differentiated offering with the potential to disrupt the global outsourcing and offshoring industry.
+Added: The Outsourcing and Offshoring Industry and Our Addressable Market
+Added: The outsourcing and offshoring industry has been evolving with an enhanced focus on digital transformation, and the emphasis has shifted from reducing costs and resource optimization to accessing niche technologies and specialized resources and improving velocity for time to market.
+Added: Our current markets are North America, Asia Pacific, and the Middle East, with a primary focus on the United States.
+Added: Within these regions we are focused on two primary areas, the private equity ecosystem and the mid-market enterprises.
+Added: Client organizations seek to capitalize on movement towards digitization through leveraging capabilities around cost-reduction, service automation, efficient work channels coupled with engagement models that are geared towards enabling them to meet current challenges of competition, short business cycles and quicker execution of strategy.
+Added: Executives of organizations use Aeries’ professional and management services for short-term, medium-term, and long-term strategies, and for both organic growth and inorganic events in the company lifecycle.
+Added: Some of the outcomes that Aeries’ professional and management services brings about are:
+Added: Cost savings and reductions;
+Added: Operational efficiencies and effectiveness;
+Added: Specialized centers of excellence;
+Added: Revamping and migrate legacy systems;
+Added: Geographical expansion and revenue growth.
+Added: Companies are looking for vendors who not only have the experience and expertise in providing the right-sized solution in this age of ever shortening business cycles but also serve as a trusted partner with a transparent engagement model to handhold them through their digital transformation journey.
+Added: Aeries’ model is Purpose-Built to provide this experience, expertise and transparent engagement model to accelerate and enhance our clients’ businesses.
+Added: Our Purpose-Built Model
+Added: We believe the Aeries Purpose-Built model provides an innovative and flexible approach to help organizations manage their talent, technology, and operations delivery requirements.
+Added: Our initial consulting offerings leverage appropriate strategic recommendations from senior leadership, market availability trends for required skillsets, and appropriate near-shore or offshore locations to offer outsourcing services.
+Added: With a customized approach, and industry and function-targeted solutions, our clients may experience benefits such as significant cost savings, improved efficiencies in processes, greater compliance, owners, and accountability, enhanced organization agility and momentum to adapt to changes, scalability, and innovation.
+Added: Our model is differentiated from traditional outsourcing and offshoring platforms in the following ways:
+Added: Significantly Lower Costs of Operations:
+Added: Our scale of operations allows us to operate more economically than a native US-based model.
+Added: The pricing model is simple, transparent, and aims to be cost-efficient.
+Added: Aeries charges a margin on direct cost such as employee-related costs and passes on all indirect costs such as rent and utilities to the client.
+Added: While our goal is to provide a minimum of 40% cost savings transition from high cost geographies as part of our contractual terms, some of our clients have experienced over 60% cost savings.
+Added: Transparency and Visibility:
+Added: Our model has a built-in approval system structured for client oversight, enabling continuous cost tracking and cost control.
+Added: The client has direct visibility of the team structure as well as the employees within each function and can collaborate with the site head on Aeries’ side for service quality and delivery levels.
+Added: Functional Control:
+Added: Our teams operate as an extension of our clients’ organizational chart, with functional control over operations and dedicated delivery resources by client department heads.
+Added: This type of engagement model provides our clients with functional control of the processes while avoiding the administrative and regulatory overhead.
+Added: The Aeries team engages with the client’s leadership in a partnership approach to align all functions and resources specific to the client’s requirements to build the operations as “One Team.”
+Added: Our model is built to adapt to client needs and can scale up or down quickly based on clients’ business situation and objectives, without financial penalty.
+Added: Aeries also provides a “Build-Operate-Transfer” option, allowing clients to buy the dedicated operations from Aeries once it is set up and optimized and the client is ready to take full control of the project and set up its own subsidiary.
+Added: This provides clients the ease of taking over operations that are already established and running efficiently, thus avoiding the initial hassles of setting up their own captive unit.
+Added: The transfer also creates a monetization opportunity for us if clients decide to bring their offshored services in-house.
+Added: Engagement and Governance Framework:
+Added: The Aeries engagement framework facilitates a quick transition and ramp-up time for our clients’ business operations.
+Added: We provide high-quality supervision, administrative and operations support, functional upskilling in local geography together with strategic inputs relevant to client business through the Aeries engagement framework.
+Added: We also have employees working in senior positions in a client’s organization on an interim basis when required.
+Added: This helps fill in important positions when needed, especially during carveout or acquisition transactions, when Aeries senior management can step in and provide valuable expertise and directional advisory services.
+Added: Aeries senior management interacts closely with client senior management on strategic matters including organic and inorganic growth, and business expansion opportunities.
+Added: Operational Excellence:
+Added: Aeries’ Operational Excellence team, comprising functional experts and advisors, works with clients’ functional teams in a consultant mode to develop relevant and effective process improvements, tailored solutions, and benchmarking best practices.
+Added: This cumulative expertise enables Aeries to provide a focused and result-oriented assessment, recommendation and implementation of technology enabled solutions, process and workflow improvements.
+Added: These efforts can help clients transition smoothly into a lean and efficient organizational model.
+Added: Our technology teams evaluate opportunities for refining process workflows, automating and identifying areas to incorporate new-age technology tools including Robotics Process Automation (“RPA”), AI and Data Analytics.
+Added: These teams act as a layer over our core operations management services and provide business process re-engineering and technology enabled transformations.
+Added: By virtue of the design of our Purpose-Built model, Aeries is accountable and responsible for paying taxes, managing regulatory compliance and associated risks related to assessment and scrutiny, which aims to eliminate compliance-related hassles for clients.
+Added: Some countries have strict guidelines on the right price to charge for inter-company services (transfer pricing), which can at times lead to prolonged litigation.
+Added: Our model is structured to address this challenge through an arm’s length client-vendor arrangement.
+Added: Our Growth Strategies
+Added: We intend to accelerate our growth based on the following multi-pronged approach:
+Added: Deepen relationships with private equity:
+Added: We intend to double down our efforts in the private equity (“PE”) ecosystem, a vertical that is close-knit, reputation and trust-based, and highly demanding.
+Added: We plan to continue to build on our success in the PE community by expanding our network effect and hiring professionals with a pedigree from this industry.
+Added: Accelerate cross sales:
+Added: We intend to continue to focus on selling value-add solutions and products to existing clients by having a “Vertical Head” concept supported directly by the executive team.
+Added: These will be solutions and products in the space of AI, robotics, automation, business intelligence and deep analytics, blockchain, cloud migration, business strategic inputs and customized software.
+Added: We aim to maintain our high levels of customer service and experience across functions, by offering excellent service delivery and top talent.
+Added: Enter and aggressively expand into the mid-market enterprise segment:
+Added: We intend to accelerate our mid-market enterprise growth by hiring a sales team dedicated to this vertical.
+Added: This sales team will be based in the United States and have significant relationships and experience selling into mid-market enterprises.
+Added: New Technology and Innovation:
+Added: We intend to accelerate emerging new-age technology products, platforms and tailored scalable solutions, and augment this with tech-based services to expand our depth of services and capabilities
+Added: Grow with aligned partners and alliances:
+Added: We intend to build alliances with pure-play management consulting firms in the space of management consultancy services, and ecosystem partnerships with leading global technology providers.
+Added: International Expansion:
+Added: Our current markets are North America, Asia Pacific, and the Middle East, with a primary focus on the United States.
+Added: We plan to enter new markets such as Europe, Australia and New Zealand in the long-term.
+Added: Grow Inorganically:
+Added: In addition to our organic growth plan, we have continued to look for opportunities in mergers and acquisitions which could enhance our service areas and broaden our geographical reach.
+Added: Services and Solutions We Offer
+Added: Aeries’ offerings encompass consultancy services, operations management services and digital transformation (including solutions, products, platforms and innovation labs), as discussed below.
+Added: Consultancy Services
+Added: Consultancy services provided to clients include a series of integrated set of activities starting with the involvement of Aeries’ senior management team recommending to the client strategies, approaches, and consultation for effective implementation.
+Added: These are supported by other consulting services such as recruitment, market analysis for the right talent, procurement, cost benefit analysis, information technology services and project management.
+Added: Operations Management Services
+Added: Our operations management services are geared to cater to clients’ specific requirements and act as a catalyst for growth and efficiencies.
+Added: Using our Purpose-Built model, we leverage our expertise to deploy the appropriate tools that benchmark current performance against the industry standard and efficiently address the gaps, providing real-time insights into process performance.
+Added: Our services are designed to enhance the talent and processes in functions such as Research and Development, IT, Business Applications, Finance and Accounting, Human Resources, Legal and Compliance, Customer Support, and Operations Support, to deliver the agility and flexibility that businesses need to gain competitive advantage.
+Added: Digital Transformation
+Added: We support our clients in an agile, ever-changing business environment with accelerated solutions to drive changes in client experience, operational processes, and lower their cost structure.
+Added: With solutions that leverage emerging technology, we help clients in their digital transformation journey to enhance business outcomes, improve operational results and future-proof technology landscapes.
+Added: The solutions we offer to facilitate digital transformation include:
+Added: GenAI LLM Solutions
+Added: We leverage Large Language Models (“LLMs”) to enhance decision-making, consolidate data, and improve productivity through AI-driven automation.
+Added: We provide various LLM-based solutions that are designed to be tailored to the specific needs of our clients.
+Added: For example, we offer specialized finance and accounting solutions that also apply RPA and Intelligent Document Processing (“IDP”) to help automate financial tasks, reduce errors, and enhance data analysis.
+Added: Cognitive RPA Solutions
+Added: We aim to enhance operational capabilities through advanced analytics and process automation.
+Added: Our RPA solutions are designed to streamline complex financial operations, enhance decision-making with real-time data, and help ensure compliance.
+Added: Technologies such as Natural Language Processing (“NLP”) and Optical Character Recognition (“OCR”) are used to help convert unstructured financial documents into actionable workflows and insights.
+Added: AI Chatbot Solutions
+Added: In the customer service and delivery sector, we seek to automate service management with AI-driven digital platforms, including virtual assistants, AI chatbots, and intelligent call routing.
+Added: These solutions are designed to streamline business processes, boost efficiency, reduce operational costs, and enhance customer experiences by leveraging advanced analytics and machine learning.
+Added: Data Analytics Solutions
+Added: Through AI and Data Science, we aim to provide valuable, actionable data insights to improve operations and grow revenue, helping our clients unlock powerful analytics, reduce risks, forecast demand, and make more informed strategic decisions.
+Added: AI-based predictive analytics enable us to offer insights on client’s data trends and behavior, sales pipeline, and marketing, while also providing operational and financial dashboards.
+Added: Business Applications Accelerators
+Added: We provide scalable and customizable implementation, maintenance, audit and automation solutions and services across multiple enterprise business applications systems, including, for example, Enterprise Resource Planning (“ERP”), Customer Relationship Management (“CRM”) and Human Capital Management (“HCM”) platforms, as well as cross-application integrations and automations.
+Added: Through these solutions, we aim to help our clients maximize their investments while digitally transforming their operational processes to be lean and efficient.
+Added: To ensure that our solutions meet our clients’ specific business needs, we partner with key enterprise application vendors to bring in best practices as well as preferred commercial terms.
+Added: Cloud Services
+Added: Through our cloud technology services, we advance our clients toward digital transformation of their organization.
+Added: We start by conducting a thorough cloud-requirements assessment, outlining the appropriate information technology infrastructure and cyber security strategies, assisting in the selection of the appropriate cloud providers for our clients’ specific business needs.
+Added: This approach helps ensure that cloud migrations take place in a smooth, effective and systematic manner, minimizing negative impact to the running business.
+Added: Products and Platforms Used in Our Services and Solutions
+Added: We have developed products and platforms to enhance the services and solutions we provide to our clients.
+Added: Our key products and platforms include:
+Added: ARIA is an AI chatbot platform designed to automate repeatable request and response processes.
+Added: It uses an NLP engine and in-house AI models, eliminating the need for external services.
+Added: ARIA continuously improves by integrating more data, increasing coverage and accuracy over time.
+Added: It can support IT services, resolving issues like customer support queries and software or hardware problems, and can be used as a self-service bot.
+Added: This platform is used both internally and by clients.
+Added: It is typically applied in customer support or IT support use cases and can also be deployed by other departments that need to process frequently asked queries.
+Added: Intelligent Process Automation (IPA):
+Added: IPA is a cognitive RPA that integrates automation and AI-powered bots to understand the complexities of tasks, sift through structured and unstructured data sets, and drive analytics-based process automation.
+Added: Leveraging Natural Language Processing (“NLP”), Optical Character Recognition (“OCR”), and Machine Learning, cognitive RPA can interpret large volumes of data and enhance productivity, scalability, and efficiency.
+Added: This platform is used both internally and by clients.
+Added: It is typically used to automate finance processes and other functional departments needing to identify and automate repetitive tasks.
+Added: Contract 360 (Enhanced Contracts Platform):
+Added: Contract 360 is a contract lifecycle management platform powered by blockchain for audit and traceability, natural language processing for event extraction and key term management for alerts and notifications, and LLMs for document and contract generation.
+Added: This platform includes an inbuilt process automation module that customizes contract management workflows to meet unique client needs and help ensure compliance.
+Added: It is typically used by HR and legal departments for compliance and employee onboarding across various client accounts.
+Added: Aeries Resource Management (ARM):
+Added: ARM is a natural evolution of our operations management solution.
+Added: While time and attendance management is the core capability, it also facilitates accounts, projects, and billing teams with features such as differential billing, project-level billing with high granularity, enhanced business intelligence, and ease of use.
+Added: It is used by all corporate teams of Aeries and some of our clients, customized to their needs.
+Added: Innovation Labs
+Added: To explore new opportunities for better serving our clients, Aeries’ Innovation Labs incubates and develops new ideas and creates intellectual property.
+Added: Our focused products, platforms, and solutions currently in development include those discussed below.
+Added: These are currently in the incubation phase and are being prepared for client testing.
+Added: We expect to establish more definitive timelines for commercialization once they are ready for client testing.
+Added: Searchlight.AI:
+Added: This solution is designed to
+Added: implement Retrieval-Augmented Generation (RAG) methods to function as a Searchbot that dynamically augments the LLM models through
+Added: search retrievals, while maintaining a GenAI user experience of AI generated results.
+Added: This can be used to retrieve information
+Added: from large unstructured data sets which are dynamically augmented by live web feeds.
+Added: This capability has been test deployed within custom solutions for
+Added: various clients, but it is still in development and continues to evolve in functionality.
+Added: CyberDefense:
+Added: This solution is designed to help clients manage information security risks and protect against cyberattacks, while also enabling automated responses to threats.
+Added: Focusing on Security Information and Event Management (“SIEM”) and Extended Detection and Response (XDR) capabilities, it aims to protect public clouds, private clouds, and on-premise data centers.
+Added: The platform is planned to provide near real-time threat detection, alerting users to file system changes, IP address usage, and modifications.
+Added: This platform is currently in the advanced stages of internal prototyping.
+Added: With the growing adoption of GenAI in organizations, we have been conducting extensive research to develop applications to understand tabular data, image data, and complex documents.
+Added: This solution aims to allow organizations to quickly develop, run PoCs, and prototype, scaling them to production use cases with little to no coding required.
+Added: This platform is in the early stages of internal prototyping.
+Added: As of March 31, 2024,
+Added: Aeries had more than 30 clients spanning across industry segments, including companies in the industries of e-commerce, telecom, security,
+Added: healthcare, engineering and others.
+Added: Our top five clients accounted for 50% and 64% of our revenue for the fiscal years ended March 31,
+Added: 2024, and March 31, 2023, respectively.
+Added: In the fiscal year ended March 31, 2023, we had four clients, each contributing more
+Added: than 10% of our revenue, which were 16%, 16%, 12% and 11% respectively.
+Added: In the fiscal year ended March 31, 2024, we had two clients,
+Added: each contributing more than 10% of our revenue, which were 14% and 12% respectively.
+Added: Sales and Marketing
+Added: At Aeries, our sales and marketing efforts are structured to drive growth and deliver innovative solutions to our clients across various industries and geographies.
+Added: Our approach includes forming strategic partnerships and alliances with private equity firms and their portfolio companies.
+Added: Our business development efforts are targeted towards private equity firms and their portfolio companies.
+Added: Our business development is supported by an account management team, who are responsible for engaging clients from the early stages and revenue optimization.
+Added: Both teams are well supported by the business unit heads and vertical heads, equipping them with the necessary resources, reporting and knowledge to effectively address our clients’ needs.
+Added: In marketing, we employ a digital-first strategy aimed at identifying and accelerating opportunities through the sales pipeline.
+Added: We position Aeries as a thought leader and trusted partner mainly within Private Equity space, committed to helping our clients navigate their digital transformation journeys.
+Added: Our marketing efforts focus on enhancing brand visibility, creating demand for our solutions, and establishing Aeries as a leader in delivering technology-driven business outcomes.
+Added: Our integrated sales and marketing strategy aims to leverage global expertise tailored to local markets, striving to meet the unique needs of every client.
+Added: By combining our deep industry knowledge with innovative digital solutions, we work to help our clients achieve their strategic goals and drive business success.
+Added: Aeries operates in a highly competitive industry, facing significant competition from both global and regional professional services and consulting firms.
+Added: Our primary competitors include mid-sized specialized firms that focus on niche markets or specific service offerings.
+Added: These competitors often emphasize specialized vertical knowledge and close client relationships, which allow them to compete effectively for targeted opportunities within the private equity portfolio firms and mid-segment enterprise markets.
+Added: We seek to differentiate ourselves through our approach to building and managing GCCs, our deep understanding of private equity portfolio companies and mid-segment enterprises, and our commitment to leveraging advanced technologies, including AI and other digital transformation solutions.
+Added: As of March 31, 2024, Aeries had approximately 1,700 full-time employees.
+Added: We also engage temporary staff, including contractors and consultants, to supplement our staffing resources from time to time as needed.
+Added: In addition to having client dedicated resources, Aeries has non-client dedicated employees who are domain and functional experts, providing specialized services to clients as needed.
+Added: These domain experts, such as HR, Talent Acquisition, Project Management Office, Admin, IT, Finance and Compliance and Marketing professionals provide valuable advice and best practices that can help a business stay ahead of the competition, and provide efficiencies.
+Added: These employees play an instrumental role in evaluating the clients’ organization and functions to arrive at the most effective recommendations for cost efficiency, which can lead to operational effectiveness and technology upgrades.
+Added: These employees are an invaluable asset to Aeries, as their insights and expertise can be used to create strategies for success.
+Added: We have consistently invested in these non-client dedicated resources to ensure that Aeries is well-equipped to handle any requirements and can provide any specialized high-end consultancy and advisory services that our clients may need.
+Added: Furthermore, we strongly believe that culture plays a vital role in employees having a sense of belonging, and we exert ourselves to ensure that the human resources hired for client teams under the “Purpose-Built” model act as a natural extension of their brands.
+Added: We believe this approach gives us an advantage in the recruitment of highly engaged teammates who produce better results.
+Added: We are dedicated to fostering a One-Team culture by closely understanding and integrating our clients’ human resources practices and company culture, to ensure our employees build active affinity and recognition towards the client brand and corporate culture.
+Added: Integrated human resources engagements, coordinated with clients’ human resources, enable our employees to grow in respective career paths, facilitating the emergence of leaders and ensuring the retention of key talent.
+Added: We believe this approach yields better synergies and collaboration in delivery and engagement, and helps us achieve some of the highest satisfaction and retention rates in the industry.
+Added: Culture and Branding Initiatives
+Added: We have implemented culture and branding initiatives including:
+Added: client logo prominently displayed in the offices;
+Added: office and workstation set-up, furniture and stationery as per client brand guidelines and colors;
+Added: client human resources policies aligned with Aeries’ policies that apply to employees;
+Added: fun at work sessions, celebrations, rewards and recognitions, which are completely aligned with the client.
+Added: We believe these culture and branding initiatives ensure alignment with client culture and facilitate the establishment of strong working relationships.
+Added: In addition, the work hours of dedicated client resources are aligned with the client requirements in different geographies and can provide 24/7/365 days operations, using both shift-based and the “follow-the-sun model”.
+Added: Aeries’ client-dedicated resources are flexible to adapt and cater to diverse cultural sensitivities aligned to the geographies they work with.
+Added: The relationships are also strengthened by resources traveling to the client location and client teams traveling to their centers in Aeries’ offices.
+Added: Attracting and Retaining Talent
+Added: The Purpose-Built Model is designed to safeguard quality and availability of talent with desired skillsets to provide our clients with the right-fit talent for their business.
+Added: We employ diversified sourcing channels to acquire the right skillset, with the client team’s active involvement to match the organization’s needs.
+Added: Aeries has a strong in-house recruitment team and is well connected with leading recruitment agencies, facilitating the quick sourcing of talent.
+Added: Aeries also sources through employee referrals and job portals.
+Added: Aeries follows an effective and efficient screening process to narrow down candidates within tight timelines, which includes client feedback.
+Added: The extensive human resources benefits that we offer to our employees, coupled with the One-Team culture we cultivate by closely understanding and integrating clients’ human resource practices and company culture, can promote active affinity and recognition among employees towards the client brand and corporate culture.
+Added: We believe this approach yields better synergies and collaboration in delivery, and promotes our employees’ satisfaction and retention.
+Added: Our Commitment to ESG
+Added: Aeries is committed to a holistic approach to sustainability that covers managing risks and opportunities towards Environmental, Social and Governance (“ESG”) parameters.
+Added: We strive to build a comprehensive framework that goes beyond maximizing profits, and includes key elements around environmental and social impact, as well as how governance structures can be refined to maximize stakeholder well-being.
+Added: For example, Aeries has adopted environmental, social and governance guidelines which are applicable to our employees, clients, key stakeholders and third-party service providers to the extent possible.
+Added: The guidelines, as they apply to our operations and all the services in consideration or offered by us, require us to consider the wellbeing and development of our employees in recruitment, retention and development, privacy and security of our clients, managing and influencing the ESG issues in our supply chain, minimizing the environmental impact of our services especially with respect to energy management and water waste management and paper use, and systemic risk management.
+Added: In addition, Aeries supports local events and charities through financial support and contribution of staff’s time as part of our community commitment.
+Added: We also engage in constructive and continuing stakeholder communications to help us better understand those stakeholders’ ESG commitments and strategies so that we can work collaboratively to achieve and improve our ESG commitments in specific operational aspects such as sustainability policy towards client dedicated facilities, IT procurement and other operations.
+Added: Environmental
+Added: Aeries considers the protection of natural resources and reduction of carbon footprint as its responsibility, as we conduct our business operations in a sustainable manner.
+Added: Aeries implements ESG policies to save resources and energy, hence reducing waste, and controlling pollution.
+Added: Striving for positive social change has always been at the heart of Aeries’ purpose, culture, and work.
+Added: In this effort, we focus particularly on promoting a positive impact for underrepresented individuals.
+Added: As a part of giving back to the society, Aeries supports the non-governmental organization (“NGO”), Masoom based in Mumbai.
+Added: This NGO aids night school students to achieve their full potential through educational and policy support leading to better skills and job opportunities.
+Added: Aeries has supported this NGO in varying capacities including monetary donation, and donation of books and study material to students at the night schools.
+Added: At Aeries, creating a robust governance structure and oversight is in our DNA owing to the Purpose-Built model and the close partnership that we cultivate with our clients.
+Added: Our code of conduct and core values govern our way of working and help us achieve our vision and goals in accordance with corporate governance practices.
+Added: Our core values are reviewed periodically to ensure they resonate with the organization’s DNA, our most recently unveiled core values include:
+Added: Collaboration, Accountability, Transparency, Integrity, Innovation and Customer Centricity.
+Added: At Aeries, we encourage transparency and encourage employees to bring to notice any violations of the code of conduct.
+Added: With an open, non-hierarchical culture, we foster an environment where appropriate governance practices are upheld to ensure work ethic, in conjunction with our existing legal or statutory provisions for any wrongdoings.
+Added: We also have a rigorous cybersecurity framework to protect the information assets of clients and the company from cyberattacks and handle personal information properly and protect the human rights of stakeholders.
+Added: We are ISO 27001:2022 and PCI DSS v3.2.1 certified and compliant to SOC 2 Type 2 certification.
+Added: Intellectual Property
+Added: Our intellectual property rights are important to our business.
+Added: We rely on a combination of intellectual property laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property.
+Added: We require our employees, independent contractors, vendors, and clients to enter into written confidentiality agreements upon the commencement of their relationships with us.
+Added: These agreements generally provide that any confidential or proprietary information disclosed or otherwise made available by us will be kept confidential.
+Added: We customarily enter into non-disclosure agreements with our clients with respect to the use of their software systems and platforms.
+Added: Our clients usually own the intellectual property in the software or systems we develop for them.
+Added: Furthermore, we usually grant a perpetual, worldwide, royalty-free, nonexclusive, transferable, and non-revocable license to our clients to use our pre-existing intellectual property, but only to the extent necessary to use the software or systems we developed for them.
+Added: We have invested in research and development, to enhance our domain knowledge and create effective, specialized solutions for our clients.
+Added: We have developed certain tools, including consulting frameworks and software applications, which we use to deliver digital services to our clients.
+Added: Some of these tools are still in development.
+Added: The ideas are currently protected as our confidential information and trade secrets, and we plan to seek appropriate intellectual property protection once development is completed.
+Added: Our documents or e-books that relate to procedures, products, and strategies, which are used both internally as well as to value add for our clients, bear a “©” symbol indicating copyright ownership.
+Added: We hold a registered trademark “ATG AERIES,” which is registered in India and valid until August 2028.
+Added: Government Regulations
+Added: We are subject to a wide range of federal, state, and foreign legal requirements, including those related to data privacy and protection, employment and labor relations, immigration, taxation, anticorruption, import/export controls, trade restrictions, internal and disclosure control obligations, securities regulation, and anti-competition.
+Added: For example, as a group operating through subsidiaries in multiple jurisdictions, we are subject to foreign exchange control, transfer pricing, and custom laws that regulate the flow of funds between Aeries and its subsidiaries.
+Added: We are also required to comply with the Foreign Corrupt Practices Act, and other countries’ anti-corruption and anti-bribery laws.
+Added: Violations of one or more of these diverse legal requirements in the conduct of our business could result in significant fines, other damages, criminal sanctions against us or our officers, prohibitions on doing business, and damage to our reputation.
+Added: Violations of these regulations or contractual obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability for significant monetary damages, fines, criminal prosecution, unfavorable publicity, other reputational damage, restrictions on our ability to compete for certain work, and allegations by our customers that we have not performed our contractual obligations.
+Added: Corporate History, the Business Combination, and the Recent Exchange
+Added: The information disclosed in the “Introductory Note” above is incorporated herein by reference.
+Added: Pursuant to the Business Combination Agreement, all AARK ordinary shares that were issued and outstanding prior to the closing of the Business Combination remained issued and outstanding following the closing and continued to be held by the sole shareholder of AARK, Mr.
+Added: Additionally, in connection with the Business Combination, Aeries issued a Class V ordinary share to NewGen Advisors and Consultants DWC-LLC (the “Class V Shareholder”), a business associate of Mr.
+Added: The Class V ordinary share has voting rights equal to (1) 26.0% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a single class (subject to a proportionate reduction in voting power in connection with the exchange by Mr.
+Added: Kumar of AARK ordinary shares for Class A ordinary shares pursuant to the applicable Exchange Agreement described below) and (2) in certain circumstances as described below, 51.0% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a class;
+Added: provided, however, that any such proportionate reduction under (1) will not affect the voting rights of the Class V ordinary share in the event of (i) a threatened or actual hostile change of control and/or (ii) the appointment and removal of a director on the board of directors of the Company (the “Board”).
+Added: Pursuant to the Business Combination Agreement, all of the shares of the Amalgamation Sub that were issued and outstanding immediately prior to the closing of the Business Combination were converted into a number of newly issued AARK ordinary shares following the closing.
+Added: The closing of the Business Combination resulted in Aeries owning 38.24% of the economic interests of AARK and Mr.
+Added: Kumar and the Other ATG Shareholders (defined below) owning the balance of 61.76%.
+Added: Pursuant to the Business Combination, Aeries has a right to appoint two out of the three directors on the board of directors of AARK and therefore has an ability to control the activities undertaken by AARK in ordinary course of business, resulting in AARK being classified as a subsidiary of Aeries following the closing of the Business Combination.
+Added: In accordance with principles of Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”) and based on the economic interest held by the shareholders post the Business Combination as well as the underlying rights, it was assessed that AARK was the accounting acquirer and WWAC was the accounting acquiree.
+Added: The Business Combination has been accounted for as reverse recapitalization.
+Added: On the Closing Date, Aeries entered into exchange agreements with Mr.
+Added: Kumar and the shareholders of ATG other than AARK (the “Other ATG Shareholders”), respectively (collectively, the “Exchange Agreements”).
+Added: Pursuant to the Exchange Agreements, prior to April 1, 2024 and subject to certain exercise conditions, each holder of AARK ordinary shares and ATG ordinary shares may exchange up to 20% of the number of AARK ordinary shares and ATG ordinary shares, as applicable, held by such holder for Class A ordinary shares or cash, in each case as provided in the Exchange Agreements.
+Added: From and after April 1, 2024 and subject to certain exercise conditions, Aeries shall have the right to acquire all of the AARK or ATG ordinary share for Class A ordinary shares or cash.
+Added: In addition, after April 1, 2024 and subject to certain exercise condition, each shareholder of AARK and ATG ordinary shares shall have the right to require Aeries to provide Class A ordinary shares or cash in exchange for up to all of the AARK or ATG ordinary shares.
+Added: Each share of AARK may be exchanged for 2,246 Class A ordinary shares and each ATG ordinary share may be exchanged for 14.40 Class A ordinary shares, in each case subject to certain adjustments (collectively, the “Exchanged Shares”).
+Added: The Exchange Agreements are conditioned on satisfaction of:
+Added: (a) approval from the Reserve Bank of India (“RBI”) and any other regulatory approvals, if required;
+Added: and (b) at least two of the following conditions:
+Added: (i) consolidated twelve month EBITDA of all operating entities in which we have direct or indirect shareholding achieves of at least $6 million;
+Added: (ii) consolidated twelve month revenue of all entities in which the Company has a direct or indirect shareholding achieves at least $60 million;
+Added: (iii) minimum trading volume of (26 weeks average volume will be considered as the benchmark) of 60,000 shares;
+Added: (iv) achievement of a trading price of at least $10.00 for 10 or more trading days in a 20-day period;
+Added: (v) raising of funding of at least $10 million;
+Added: or (vi) acquisition of one other business with a value of at least $5 million.
+Added: The cash exchange payment may only be elected in the event approval from RBI is not obtained for exchange of shares and provided that Aeries has reasonable cash flow to be able to pay the cash exchange payment and such payment would not be prohibited by any then outstanding debt agreements or arrangements of Aeries.
+Added: On March 26, 2024, Aeries determined that the exchange conditions in the Exchange Agreements with respect to Mr.
+Added: Kumar and one of the Other ATG Shareholders, Bhisham Khare, had been satisfied.
+Added: On April 5, 2024, Mr.
+Added: Kumar exchanged an aggregate amount of 9,500 AARK ordinary shares for 21,337,000 Exchanged Shares.
+Added: Following this exchange by Mr.
+Added: Kumar, an aggregate of 10,566,347 Exchanged Shares remain to be issued upon exchanges pursuant to both the Exchange Agreements, including 7,740,979 Exchanged Shares for which the exchange conditions have not yet been met.
+Added: Following the exchange by Mr.
+Added: Kumar on April 5, 2024, Aeries’ economic interest in AARK increased from 38.24% to 96.91%, while AARK and the Other ATG Shareholders collectively retained 3.09% of the economic interests in AARK.
+Added: Our Status as a Cayman Islands Exempted Company and as a Public Company
We are a Cayman Islands exempted company.
−Removed: Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act.
+Added: Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”).
As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
−Removed: We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
−Removed: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
+Added: We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”).
+Added: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Public Company Accounting Reform and Investor Protection Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
−Removed: In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
+Added: In addition, Section 107 of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.
−Removed: References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.
+Added: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO in October 2021, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
1 unchanged sentence
We will remain a smaller reporting company as long as (1) the market value of our ordinary shares held by non-affiliates is less than $250 million as of the end of a year’s second fiscal quarter, or (2) our annual revenues are less than $100 million during a completed fiscal year and the market value of our ordinary shares held by non-affiliates is less than $700 million as of the end of that year’s second fiscal quarter.
−Removed: Legal Proceedings
−Removed: There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.
+Added: Corporate Information
+Added: Our principal executive offices are located at 60 Paya Lebar Road, #08-13, Paya Lebar Square, Singapore, and our telephone number at that location is 65 98416625.
+Added: Our website address is https://aeriestechnology.com/.
+Added: Information contained on our website is not a part of this report, and the inclusion of our website address in this report is an inactive textual reference only.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.