Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the
Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SECs rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is
accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief
executive officer and chief financial officer (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rule 13a-15(b)
under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2021, our disclosure controls and procedures were effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter
how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance
that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions.
Managements Report on Internal Controls Over
Financial Reporting
This Annual Report on Form 10-K does not include a report of managements assessment
regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
Our directors and
executive officers are as follows:
Name
Age
Position
Karan Puri
58
Chief Executive Officer
Saurav Adhikari
63
Chairman
Raahim Don
45
Chief Financial Officer
Ajay Shah
62
Director
Diane B. Glossman
66
Director
Abha Kumar
69
Director
Rangarajan Sundaram
60
Director
Karan Puri, Chief Executive Officer
Karan Puri, our Chief Executive Officer, is an entrepreneur, investor and global business leader with rich and varied experience in the technology sector. He co-founded Axiscades (formerly called IT&T), Indias leading IT infrastructure management services company, in 1990, and took it public at the age of 37 before selling a part of the business in
2003 to iGate Corp. (now part of Cap Gemini). As an entrepreneur, Mr. Puri was also instrumental in setting up several new businesses like Indias first computerized cross-location ticketing network as a joint venture with Tickets.com UK.
He also set up a technology incubation center in partnership with the Indian Institute of Technology (IIT), Delhi. He has more than 30 years of experience in global executive and leadership positions in IT and technology enabled services sectors
across India, Europe and the United States. He has consistently managed shareholders and analysts for global IT players bringing credibility and experience in raising funds in the capital markets, both in India and the United States.
He was a senior leader with DXC Technology (formed through the merger of CSC and HP Services), where he was Executive Vice President and General Manager
managing the Americas geography with approximately US$10 billion in revenue for the year ended March 31, 2019 and approximately 70,000 employees as of March 31, 2019, across operations in the United States, Canada, Mexico, Chile,
Argentina, Columbia, Venezuela, Brazil and India. Prior to DXC, he was a Senior Corporate Officer at HCL Technologies (HCL) (one of the leading India based IT services companies with revenue in excess of US$10 billion for the year
ended March 31, 2021 and market capitalization of approximately US$34.5 billion as of May 21, 2021), managing the business in the United States, with revenue in excess of US$3 billion for the year ended March 31, 2017, and
earlier in Europe as well, across several industry verticals. He has an MBA in Marketing and Economics and a Bachelors degree in science from Punjab University, India. Mr. Puri has served as our Chief Executive Officer since June, 2021.
Saurav Adhikari, Chairman
Saurav Adhikari, Chairman of our board of directors, is a senior global business leader with ~4 decades of deep domain expertise in global businesses, across
technology, FMCG, and consumer durables sectors in global markets. During the last two decades in the technology sector with HCL, he was the founding President of HCLs startup corporate networking firm, led a team that established what has now
become a multi-hundred million dollar IT enabled services (ITES) business as President of HCLs BPO North American business, and worked on several multi-hundred million dollar inorganic investments in technology and software,
including the acquisition of Actian (transaction value $330 million), carve-outs of multiple IBM product suites, joint venture of HCL CSC and acquisition of 51% ownership in BPO and Software joint venture DSL Software in India. This helped
HCL to pivot to a leading intellectual property (IP)led solutions company. He has built deep access in global private equity and VC firms, while creating large, successful, value-based partnerships between HCL and private equity
owned technology and technology enabled businesses, which are considered groundbreaking in the industry. At HCL, he held various executive positions, the last being President, Corporate Strategy, working directly with the Founder & Chairman
with oversight across the groups business, as well as the not-for-profit Shiv Nadar Foundation.
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Mr. Adhikari is a board member of Goodricke Group Ltd (publicly listed in India) and Bridgeweave Ltd,
UK, an AI based Fintech. He works as a technology advisor and investor with interests across AI based fintech and healthcare firms, as well as analytics, IoT and logistics firms. He also serves as a Senior Advisor to the Shiv Nadar Foundations
not for profit institutions and is an Executive Council member of the Shiv Nadar University. His prior experience also includes several global senior leadership and executive roles across Unilever, PepsiCo and Groupe SEB. Mr. Adhikari received
his MBA from Bombay University, and a Bachelors in Arts (Honors) in Economics from Delhi University, India, and an AMP from INSEAD Fontainebleau, France. Mr. Adhikari has served as our Chairman since June, 2021.
Raahim Don, Chief Financial Officer
Raahim Don, our Chief Financial Officer, is a private equity veteran with decades of experience. Mr. Don has primarily aided middle market companies
through their growth stage and expanded them into international and emerging markets (both in the public and private arena). Mr. Don has a track record of investing in disruptive technology companies and has extensive experience as a board
director.
Since 2015, Mr. Don has served as the Chief Investment Officer of Lasso Capital Partners Management. Mr. Don also was the interim CFO
and is currently an Investment Committee Member and non-executive Board member for a large NYC real estate family office, Delshah Capital, that he helped take public. Mr. Don also founded WBG Wealth
Management to help single and multi-family offices with their direct investment and special situations needs. Prior to that, he founded Saffron Capital, a cross-border private equity fund and was previously a managing director at Marco Polo
Partners. Mr. Don started his career at Credit Suisse (First Boston) in investment banking during the technology boom.
Mr. Don holds a Master
of Science. in Information Systems from the London School of Economics & Political Science and a Bachelor of Science in Economics from the University of Manchester. Mr. Don has served as our Chief Financial Officer since October, 2021.
Ajay Shah, Director
Ajay Shah, our
director, joined Silver Lake, a global private equity investment firm in 2007, and was the co-founder and Managing Partner of the firms middle market growth fund, Silver Lake Sumeru.
Mr. Shah served as Chairman of the Board of SMART Global Holdings, a publicly held Silver Lake portfolio company (Nasdaq: SGH). He previously served as President and Chief Executive Officer of SGH from February 1989 to December 2000 and then
again from June 2018 to August 2020. He was a co-founder of the company in 1989. He also currently serves on the boards of directors of a number of private technology companies including Maui Greens,
Mercury Healthcare and Vast Data. Mr. Shah previously served on the boards of many public and private technology companies including Magellan Navigation, Inc., AVI-SPL, Inc., CMAC
MicroTechnology, Flex, Ingenient Technologies Inc., Power-One, Inc., PulseCore Semiconductor, Spansion Inc and others. In
the not-for-profit sector, he serves on the board of the National Audubon Society and the governing board of the Indian School of Business (ISB).
Mr. Shah has a B.S. in Engineering from the University of Baroda, India and an M.S. degree in Engineering Management from Stanford University.
Mr. Shah has served as our director since November, 2021.
Diane B. Glossman, Director
Diane B. Glossman , our director, spent 25 years as a research analyst, retiring as a Managing Director and head of U.S. bank and brokerage research
at UBS. Prior to UBS, Ms. Glossman was co-head of global bank research and head of internet financial services research at Lehman Brothers, and prior to that at Salomon Brothers for nine
years where she was co-head of U.S. bank stock research. Over her sell side research career, she specialized in money center banks, trust banks and broker dealers, covering all aspects of
banking, fintech and financial services. She was a multiple-time member of Institutional Investors All-America Research Team. During her decade on
the buy-side, she was responsible for coverage of all financials along with a variety of other industry sectors. She has served as a member of the Board of Directors and Audit Committee of Barclays
Bank Delaware since June 2016 and chaired the Audit Committee since December 2018. She has also served as a member of the advisory board of Barclays US LLC since its inception in April 2015, and since the advisory boards upgrade into the Board
of Directors, a member of the Board of Directors, Audit Committee Chair and member of the Governance Committee. In addition, she has served as a member of the Board of Directors and various committees of Live Oak Bancshares since August 2014, a
North Carolina-based bank with more than US$8 billion of assets as of March 2021, and assisted in its initial public offering.
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Ms. Glossmans previous board experience includes serving on the Board of Directors of WMI
Holding, Ambac Assurance and QBE NA. In addition to her directorships, Ms. Glossman has also worked as an independent consultant with a number of banks in the U.S. and U.K. on projects relating to strategy, business execution, and investor
communications. Ms. Glossman received a B.S. in finance and health care administration from the Wharton School. Ms. Glossman has served as our director since November, 2021.
Abha Kumar, Director
Abha Kumar , our
director , has over 30 years of operational experience delivering technology at enterprise scale at The New York Times, Dow Jones & Co. , and most recently at Vanguard ($7.6 trillion of assets under management as of
January 31, 2021. She is experienced in the fields of risk mitigation, cyber, cloud, and emerging technologies such as artificial intelligence (AI) / machine learning (ML), blockchain, virtual and augmented reality. At
Vanguard (2007-2019), as Principal, she served as CIO for corporate and international and head of the first offshore shared services at Vanguard, where she established and led the first shared-services business unit with eight centers in Europe and
Asia. Prior to her role at Vanguard, Ms. Kumar was Vice President and Divisional CIO at Dow Jones & Co. (1999-2007), creating innovative strategies to drive change and reduce operating costs. Prior to that, she was Group Director at
The New York Times (1986-1999), where she co-led a program to consolidate and modernize financial and HR functions. Currently, she serves on the Advisory Board of Shopelier (startup in e-commerce) and Shanti Bhavan (nonprofit residential education program for children from disadvantaged communities in India).
During her time at Vanguard, Ms. Kumar founded LEAP (Leadership and Engagement for Asian Professionals) and served on Vanguards corporate Diversity
Leadership Team and Talent Oversight Team for seven years. She speaks internationally on diversity, leadership and the future of work. She received the Inspirational Women Leaders award by Roshni Media and the 2018 American Business
Associations Gold Stevie ® award for Visionary for Creating Ecosystems of Tomorrow. Ms. Kumar graduated from Birla Institute of Technology and Science, Pilani, India
and has a Masters from Tata Institute of Social Sciences, Mumbai, India. Ms. Kumar has served as our director since October, 2021.
Rangarajan
Sundaram, Director
Rangarajan Sundaram, our director, has over 30 years of academic experience with a deep finance research background and is
currently at NYU Stern School of Business as the Dean and Professor of Credit and Debt Markets. His experience in finance spans a number of areas including corporate finance, derivatives pricing, agency problems, executive compensation and credit
risk. He has also published extensively in mathematical economics, decision theory, and game theory with his research appearing in leading academic journals in finance and economics, as well as in several practitioner-oriented journals. As Dean and
Vice Dean previously, he has overseen NYU Sterns entry into online education and the establishment of several new, high-profile initiatives at the intersection of entrepreneurship and technology. He has been the recipient of several
prestigious awards during his time at NYU Stern, including the inaugural Sterns Distinguished Teaching Award in 2007.
Prior to joining NYU Stern in
1996, Mr. Sundaram was on the faculty of the University of Rochester from 1988-96. He received a Bachelor of Arts degree in economics from the University of Madras, India, an MBA from the Indian
Institute of Management, Ahmedabad, and a PhD in economics from Cornell University. Mr. Sundaram has served as our director since October, 2021.
Number and Terms of Office of Officers and Directors
Our board of directors consists of five members. Holders of our Founder Shares have the right to appoint all of our directors prior to
consummation of our initial business combination and holders of our public shares will not have the right to vote on the appointment of directors during such time. Prior to a business combination, the provisions of our Memorandum and Articles of
Association relating to the appointment of directors may only be amended by resolution passed by at least a majority of the holders of shares (which shall include an absolute majority of the holders of Founder Shares) which are entitled to vote and
are voted in a general meeting of our shareholders provided that such majority includes the affirmative vote of a majority of our Class B ordinary shares which are entitled to vote. Each of our directors will hold officer for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at
the meeting of our board or by a majority of the holders of our Founder Shares.
Our officers are appointed by the board of directors and serve at the
discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our Memorandum and Articles of Association as it deems appropriate. Our Memorandum
and Articles of Association provides that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined
by the board of directors.
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Director Independence
The Nasdaq listing standards require that a majority of our board of directors be independent. An independent director is defined generally as a
person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board has determined that each of Diane B. Glossman, Abha
Kumar and Rangarajan Sundaram are independent directors under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Board Committees
Our board of directors has two standing
committees: an audit committee and a compensation committee. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. Subject
to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be
comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. The charter of each committee is available on our website.
Audit Committee
We established an audit committee
of the board of directors. The members of our audit committee are Diane B. Glossman, Abha Kumar and Rangarajan Sundaram. Ms. Glossman serves as chairman of the audit committee.
Each member of the audit committee is financially literate and our board of directors has determined that Ms. Glossman qualifies as an audit
committee financial expert as defined in applicable SEC rules.
We have adopted an audit committee charter, which details the principal functions of
the audit committee, including:
the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and
any other independent registered public accounting firm engaged by us;
pre-approving all audit
and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and
establishing pre-approval policies and procedures;
reviewing and discussing with the independent auditors all relationships the auditors have with us in order to
evaluate their continued independence;
setting clear hiring policies for employees or former employees of the independent auditors;
setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the
independent auditors internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or
professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal,
regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any
significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
Compensation Committee
We established a
compensation committee of the board of directors. The members of our Compensation Committee are Abha Kumar, Diane B. Glossman and Rangarajan Sundaram. Ms. Kumar serves as chairman of the compensation committee. We have adopted a compensation
committee charter, which details the principal functions of the compensation committee, including:
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive
Officers compensation, evaluating our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officers based on such evaluation;
reviewing and approving the compensation of all of our other officers;
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reviewing our executive compensation policies and plans;
implementing and administering our incentive compensation equity-based remuneration plans;
assisting management in complying with our proxy statement and annual report disclosure requirements;
approving all special perquisites, special cash payments and other special compensation and benefit arrangements
for our officers and employees;
producing a report on executive compensation to be included in our annual proxy statement; and
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal
counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Notwithstanding the foregoing, as indicated above, other than the payment to our sponsor of $20,000 per month, for office space, utilities and secretarial and
administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates,
prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only
be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.
Director Nominations
We do not have a standing
nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Nasdaq Rule 5605(e)(2), a majority of the independent directors may recommend
a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of
a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Ms. Kumar, Ms. Glossman and Mr. Sundaram. In accordance with Nasdaq Rule 5605(e)(1)(A), all such
directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The board of directors
will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual general meeting of the company (or, if applicable, an
extraordinary general meeting of the company). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our Memorandum and Articles of Association.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in
identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to
represent the best interests of our shareholders.
Compensation Committee Interlocks and Insider Participation
None of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or board of directors of another
entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our board of directors.
Code of Ethics
We adopted a Code of Ethics
applicable to our directors, officers and employees. We filed a copy of our form of Code of Ethics and our audit committee charter as exhibits to the registration statement. You will be able to review these documents by accessing our public filings
at the SECs web site at www.sec.gov . In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in
a Current Report on Form 8-K.
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Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity
securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC and Nasdaq. Such executive officers, directors and shareholders also are required by SEC rules to furnish us with copies of all
Section 16(a) forms that they file.
To our knowledge, based solely on our review of the copies of such reports furnished to us and written
representations that no other reports were required to be filed during the period ending December 31, 2021, we believe that for such period, all required reports were filed on a timely basis under Section 16(a), except that our sponsor had
one report relating to the Public Offering that was inadvertently filed two days late on November 24, 2021.
ITEM 11. EXECUTIVE COMPENSATION.
None of our executive officers or directors has received any cash compensation for services rendered. We will pay our sponsor a total of
$20,000 per month for office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease making these payments. Our sponsor, its service providers, officers and directors, or any
of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred or such agreed-upon compensation as contracted in connection with
activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers,
directors or our or their affiliates.
It is possible that some or all of our officers and directors may negotiate employment or
consulting arrangements with the post-transaction company after our initial business combination. Any such arrangements will be disclosed in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders in connection
with a proposed business combination, to the extent they are known at such time.
The existence or terms of any such employment or
consulting arrangements may influence our managements motivation in identifying or selecting a target business, but we do not believe that such arrangements will be a determining factor in our decision to proceed with any potential business
combination.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.
The following table presents the number of shares and percentage of our ordinary shares owned by our initial shareholders after the
Public Offering:
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
each of our officers and directors; and
all our officers and directors as a group.
The following table is based on 25,012,500 ordinary shares outstanding at March 31, 2022, of which 20,010,000 were Class A ordinary
shares and 5,002,500 were Class B ordinary shares. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.
Name and Address of Beneficial Owner (1)
Number of
Shares
Beneficially
Owned
Percentage of
Outstanding
Ordinary
Shares
Vahanna LLC (2)(3)
4,852,500
19.4
%
Karan Puri
Raahim Don
Saurav Adhikari
Ajay Shah
Diane B. Glossman
Rangarajan Sundaram
Abha Kumar
Highbridge Capital Management,
LLC (4)
1,566,179
6.3
%
Saba Capital Management, L.P. (5)
1,675,000
6.6
%
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust (6)
1,250,000
5.0
%
All officers and directors as a group (seven individuals)
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*
Less than one percent
(1)
Unless otherwise noted, the business address of each of the following entities or individuals is 1230 Avenue of
the Americas, 16 th Floor, New York, NY 10020.
(2)
Interests shown consist solely of Founder Shares, classified as Class B ordinary shares. Such shares will
automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment, as described
elsewhere herein.
(3)
Our sponsor is the record holder of such shares. Vinode Ramgopal and Akshaya Bhargava are the managers of our
sponsor, and as such may be deemed to have shared beneficial ownership of the ordinary shares held directly by our sponsor. Each of Mr. Ramgopal and Mr. Bhargava disclaims any beneficial ownership of the shares held by our sponsor, except
to the extent of his pecuniary interest therein.
(4)
According to a Schedule 13G/A filed on February 9, 2022, on behalf of Highbridge Capital Management, LLC,
the aforementioned entity has beneficial ownership of the securities reported above and the business address of such entity is 277 Park Avenue, 23 rd Floor, New York, NY 10172.
(5)
According to a Schedule 13G/A filed on February 14, 2022, on behalf of Saba Capital Management, L.P., Saba
Capital Management GP, LLC and Boaz R. Weinstein, the aforementioned persons have beneficial ownership of the securities reported above and the business address of each such person is 405 Lexington Avenue, 58 th Floor, New York, NY 10174.
(6)
According to a Schedule 13G filed on February 8, 2022, on behalf of Calamos Market Neutral Income Fund, a
series of Calamos Investment Trust, the aforementioned entity has beneficial ownership of the securities reported above and the business address of each such person is 2020 Calamos Court, Naperville, IL 60563.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
On May 6, 2021, our sponsor received 5,750,000 Founder Shares in exchange for the payment of $25,000 of deferred offering costs. On
October 28, 2021, our sponsor surrendered and forfeited 1,437,500 Founder Shares for no consideration, following which our sponsor held 4,312,500 Founder Shares. On November 22, 2021, we issued 690,000 Founder Shares to our sponsor with
such issue being made by way of a bonus share issue for no consideration, following which our sponsor holds an aggregate of 5,002,500 Founder Shares. On November 26, 2021, we surrendered and forfeited 150,000 Founder Shares which Mizuho
then purchased for an aggregate purchase price of $500,000. The number of Founder Shares outstanding was determined based on our expectation that the total size of the Public Offering would be a maximum of 20,010,000 units if the
underwriters over-allotment option was exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Public Offering.
Our sponsor purchased an aggregate of 8,638,500 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at
$11.50 per share, at a price of $1.00 per warrant, or $8,638,500 in the aggregate, in a private placement that closed simultaneously with the closing of the Public Offering. The Private Placement Warrants (including the Class A ordinary shares
issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination. There will be no redemption rights or
liquidating distributions from the Trust Account with respect to the Founder Shares or Private Placement Warrants, which will expire worthless if we do not consummate a business combination within the
allotted 15-month period (or an 18-month period from the closing of the Public Offering if we have filed a proxy statement, registration statement or
similar filing for an initial business combination but have not completed the initial business combination within such 15-month period, or up to a 21-month period from
the closing of the Public Offering if we extend the period of time to consummate a business combination).
If any of our officers or
directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to 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 British Virgin Islands law. Our officers and directors currently have certain relevant fiduciary
duties or contractual obligations that may take priority over their duties to us, in accordance with applicable laws.
On March 11,
2022, we entered into an Amended and Restated Administrative Services Agreement with our sponsor pursuant to which we now pay a total of $20,000 per month for office space, administrative and support services to our sponsor. Upon completion of our
initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 15 months (or 18 months from the closing of the Public
Offering
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if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 15-month period, or up to 21 months from the closing of the Public Offering if we extend the period of time to consummate a business combination), our sponsor will be paid a total of $280,000 (representative of the
$10,000 per month paid for the first two months under the Administrative Services Agreement and $20,000 per month for the remaining 13 months) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.
Our sponsor, officers and
directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such
as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their
affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement
of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of
our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business
combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be
convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the initial holders. The terms of such loans
by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third
parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. Marcum LLP, our independent registered public accounting firm, and the underwriters of the offering, will not
execute agreements with us waiving such claims to the monies held in the Trust Account.
After our initial business combination, members
of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy
solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our
initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
Registration Rights
The
holders of Founder Shares and Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement signed on November 22, 2021. The holders of these securities are entitled to make up to three demands,
excluding short form demands, that the Company register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to our completion of the initial
business combination. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the
applicable lock-up period, which occurs (i) in the case of the Founder Shares, on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent
to our initial business combination, (x) if the last sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, subdivisions, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, or (y) the date following the completion of our initial business combination on
which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other
property, and (ii) in the case of the Private Placement Warrants, and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of our initial business combination. Notwithstanding the foregoing, the
registration rights relating to the Founder Shares and the Private Placement Warrants held by the representative shall comply with the requirements of FINRA Rule 5110(g)(8)(B)-(D), namely that the representative may not exercise its demand and
piggy-back registration rights after five and seven years, respectively, from the commencement of sales of the Public Offering and may not exercise its demand right on more than one occasion. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
Administrative Services
We will reimburse our sponsor and its affiliates for office space, secretarial and administrative services provided to members of our
management team in an amount not to exceed $20,000 per month in the event such space and/or services are utilized and the Company does not pay a third party directly for such services, from the date of closing of the Public Offering. Upon completion
of our business combination or liquidation, we will cease paying these monthly fees.
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ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.
Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our year-end
financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. The aggregate fees billed by Marcum
for audit fees, inclusive of required filings with the SEC for the period from April 22, 2021 (inception) through December 31, 2021, and of services rendered in connection with the Public Offering, totaled $145,179.
Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the
audit or review of our year-end financial statements and are not reported under Audit Fees. These services include attest services that are not required by statute or regulation and consultations
concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from April 22, 2021 (inception) through December 31, 2021.
Tax Fees . Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Marcum for
services relating to tax compliance, tax planning and tax advice for the period from April 22, 2021 (inception) through December 31, 2021.
All Other Fees . All other fees consist of fees billed for all other services. We did not pay Marcum for other services for the period from
April 22, 2021 (inception) through December 31, 2021.
Pre-Approval Policy
Our audit committee was formed upon the consummation of the Public Offering. As a result, the audit committee did not
pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and
on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors,
including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
The following documents are filed as part of this report:
(1)
Financial Statements
Reference is made to the Index to Financial Statements of the Company under Item 8 of Part II above.
(2)
Financial Statement Schedule
All financial statement schedules are omitted because they are not applicable or the amounts are immaterial, not required, or the required
information is presented in the financial statements and notes thereto in Item 8 of Part II above.
(3)
Exhibits
We hereby file as part of this report the exhibits listed in the attached Exhibit Index.
Exhibit
Description
3.1
Amended and Restated Memorandum and Articles of Association (Incorporated by reference to the corresponding exhibit to the Companys Current
Report on Form 8-K (File No. 001-41094), filed with the SEC on November 29, 2021).
4.1
Specimen Unit Certificate (Incorporated by reference to the corresponding exhibit to the Companys Registration Statement on Form S-l (File No. 333-260748), filed with the SEC on November 4, 2021).
4.2
Specimen Class
A Ordinary Share Certificate (Incorporated by reference to the corresponding exhibit to the Companys Registration Statement on Form S-l (File No.
333-260748), filed with the SEC on November 4, 2021).
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4.3
Specimen Warrant Certificate (Incorporated by reference to the corresponding exhibit to the Companys Registration Statement on Form S-l (File No. 333-260748), filed with the SEC on November 4, 2021).
4.4
Warrant Agreement between Vahanna Tech Edge Acquisition I Corp. and Continental Stock Transfer
& Trust Company, dated as of November 22, 2021 (Incorporated by reference to the corresponding exhibit to the Companys Current Report on Form 8-K (File No.
001-41094), filed with the SEC on November 29, 2021).
4.5
Description of Securities.
10.1
Letter Agreement, dated November
22, 2021, by and among the Company, its executive officers, its directors and Vahanna LLC (Incorporated by reference to the corresponding exhibit to the Companys Current Report on Form 8-K (File No. 001-41094), filed with the SEC on November 29, 2021).
10.2
Investment Management Trust Agreement, dated November 22, 2021, by and between the Company and Continental Stock Transfer
& Trust Company, as trustee (Incorporated by reference to the corresponding exhibit to the Companys Current Report on Form 8-K (File No.
001-41094), filed with the SEC on November 29, 2021).
10.3
Registration Rights Agreement, dated November
22, 2021, by and among the Company, Vahanna LLC, Mizuho Securities USA LLC and the other holders party thereto (Incorporated by reference to the corresponding exhibit to the Companys Current Report on Form 8-K (File
No. 001-41094), filed with the SEC on November 29, 2021).
10.4
Private Placement Warrants Purchase Agreement, dated November
22, 2021, by and between the Company and Vahanna LLC (Incorporated by reference to the corresponding exhibit to the Companys Current Report on Form 8-K (File No.
001-41094), filed with the SEC on November 29, 2021).
10.5
Amended and Restated Administrative Services Agreement, dated March 11, 2022, by and between the Company and Vahanna LLC.
14.1
Code of Ethics (Incorporated by reference to the corresponding exhibit to the Companys Registration Statement on Form S-l (File No. 333-260748), filed with the SEC on November 4, 2021).
31.1
Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act
of 1934
31.2
Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act
of 1934
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL
Inline Taxonomy Extension Definition Linkbase Document
101.LAB XBRL
Inline Taxonomy Extension Label Linkbase Document
101.PRE XBRL
Inline Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
March 31, 2022
VAHANNA TECH EDGE ACQUISITION I CORP.
By:
/s/ Karan Puri
Name: Karan Puri
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Saurav Adhikari
Chairman
March 31, 2022
/s/ Karan Puri
Chief Executive Officer
March 31, 2022
(Principal Executive Officer)
/s/ Raahim Don
Chief Financial Officer
(Principal Financial
and Accounting Officer)
March 31, 2022
/s/ Ajay Shah
Director
March 31, 2022
/s/ Diane B. Glossman
Director
March 31, 2022
/s/ Abha Kumar
Director
March 31, 2022
/s/ Rangarajan Sundaram
Director
March 31, 2022
57
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.