What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-09-27 compared with 2023-03-31 · 57 added, 30 removed, 5 unchanged (95% of the section changed)

1 unchanged sentence

Market Information.

Our units, Class A ordinary shares and warrants are traded on the Nasdaq under the symbols “WWACU”, “WWAC” and “WWACW”, respectively.

Although there are a larger number of beneficial owners, at March 20, 2023, there was 1 holder of record of our units, 1 holder of record of our separately traded Class A ordinary shares and 1 holder of record of our separately traded warrants.

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Our Class A ordinary shares and warrants are traded on Nasdaq under the symbols “AERT” and “AERTW,” respectively.

Prior to the Business Combination, WWAC’s units, Class A ordinary shares and warrants were listed on Nasdaq under the symbols “WWACU,” “WWAC” and “WWACW,” respectively.

As at September 27, 2024

there were 44,500,426 Class A ordinary shares issued and outstanding, held by approximately 49 holders of record and 21,027,801

warrants outstanding held by 4 holder of record.

The actual number of shareholders of our Class A ordinary shares and the actual number

of holders of our warrants is greater than the number of record holders and includes holders of our Class A ordinary shares or warrants

whose Class A ordinary shares or warrants are held in street name by brokers and other nominees.

We have never declared or paid any cash dividends on our shares.

We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on our Class A ordinary shares in the foreseeable future.

Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Cayman Islands law and any other applicable law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the board of directors deems relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

For information required by this item with respect to our equity compensation plans, please see Item 11 of this report.

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

On October 22, 2021, we consummated our IPO of 20,000,000 units.

The units sold in our IPO were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $200,000,000.

BofA Securities, Inc.

Morgan Securities LLC acted as underwriters of the offering.

The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No.

The registration statement was declared effective on October 19, 2021.

Substantially concurrently with the closing of our IPO, the Company completed the private sale of 8,000,000 warrants (the “private placement warrant”) at a purchase price of $1.00 per private placement warrant, to the Company’s sponsor, Worldwide Webb Acquisition Sponsor LLC (the “sponsor”), generating gross proceeds to the Company of $8,000,000.

The private placement warrant are identical to the warrants sold as part of the units in our IPO except that, so long as they are held by the sponsor or its permitted transferees:

(1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted));

(2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the Company’s initial business combination;

(3) they may be exercised by the holders on a cashless basis;

and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

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.

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”).

On November 15, 2021, simultaneously with the sale of the over-allotment units, the Company completed a private placement of 900,000 additional private placement warrants, generating gross proceeds to the Company of $900,000.

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.

government securities, within the meaning set forth in Section 2(a)(16) of 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:

(i) the completion of a business combination and (ii) the distribution of the trust account as described below.

The Company incurred approximately $21,834,402 of offering costs in connection with our IPO, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $9,184,402 of other costs.

There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus dated October 19, 2021, which was filed with the SEC.

Selected Financial Data.

Not required.

The following list sets forth information as to all of our securities sold since the beginning of last fiscal year that were not registered under the Securities Act.

Private Placements in Connection with the Business Combination

As part of the Business

Combination and upon the closing, 5,638,530 of our newly issued Class A ordinary shares were issued to Innovo Consultancy DMCC (“Innovo”), a

company incorporated in Dubai, the United Arab Emirates (“UAE”) and controlled by Mr.

Pursuant to those certain Non-Redemption Agreements entered into on or about March 31, 2023, October 9, 2023, November 3, 2023 and November 5, 2023, in connection with the closing of the Business Combination, we issued an aggregate of 2,677,227 of Class A ordinary shares to the holders who elected not to redeem their shares pursuant to the Non-Redemption Agreements.

On November 3, 2023 and November 5, 2023, we entered into Forward Purchase Agreements with certain investors for an OTC Equity Prepaid Forward Transaction.

In connection with the Forward Purchase Agreements, we entered into the Subscription Agreements with the FPA holders, pursuant to which, subject to certain limitations contained therein, each FPA holder agreed to purchase from us that number of Class A ordinary shares up to the Maximum Number of Shares (as set forth in the applicable Forward Purchase Agreement) for a purchase price per share equal to the redemption price of $10.69, less the number of Class A ordinary shares the FPA holder purchased through the open market or via redemption reversals (the “Recycled Shares”).

The aggregate number of shares purchased by the FPA holders pursuant to the Subscription Agreements and the Forward Purchase Agreements (other than the Recycled Shares) was 3,711,667.

All of these transactions were exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under transactions not involving any public offering.

Exchange of AARK Shares

On March 26, 2024, the Company determined that the exercise conditions in the Exchange Agreements with respect to Mr.

Kumar and one of the Other ATG Shareholders, Bhisham Khare, had been satisfied.

On April 5, 2024, Mr.

Kumar exchanged an aggregate amount of 9,500 AARK ordinary shares for 21,337,000 Exchanged Shares.

The issuance of 21,337,000 Exchanged Shares pursuant to the applicable Exchange Agreement to Mr.

Kumar has been conducted in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act.

Recent Private Placement

On April 8, 2024, the

Company entered into a Share Subscription Agreement with an institutional accredited investor, pursuant to which the Company agreed

to sell an aggregate of 2,261,778 newly issued Class A ordinary shares at a purchase price of $2.21 per share;

provided, that the

issuance of delivery of the shares thereunder shall be subject to a 4.99% beneficial ownership limitation as describe in the

agreement, as elected by the investor.

At the closing of the private placement, the Company received net proceeds of approximately

$4.68 million, after deducting a 6.5% commission paid to a placement agent.

The issuance of the shares to the investor pursuant to

the Share Subscription Agreement has been conducted in reliance on an exemption from registration provided by Section 4(a)(2)

of the Securities Act.

Issuance of Adjustment Shares

In December 2023, the

Company settled vendor balances amounting to $0.9 million owed to certain vendors by issuing 361,338 Class A ordinary shares.

the VWAP of the Class A ordinary shares over the three trading days immediately preceding the agreement date is higher than the VWAP over

the three trading days immediately preceding the six-month anniversary from the agreement date, additional Class A ordinary shares of

the Company would need to be issued for the difference (the “Adjustment Shares”).

Following the six-month anniversary, the

Company issued 54,074 Adjustment Shares to the vendors, in reliance on an exemption from registration provided by Section 4(a)(2)

of the Securities Act.

Issuance of Vendor Shares

In September 2024, the

Company issued 78,947 Class A ordinary shares and 48,618 Class A ordinary shares, each valued on the relevant dates of the respective

agreements, to two separate vendors, as compensation for their respective services.

These issuance were made in reliance on an exemption

from registration provided by Section 4(a)(2) of the Securities Act.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity