C5 Acquisition Corporation announced a private placement of 13,535,500 pre-paid warrants at a price of $1 per warrant for gross proceeds of $13,535,500 on November 19, 2021. The transaction will include participation from returning investor C5 Sponsor LLC. The company has entered into a warrants purchase agreement with the investor for the transaction.

Each warrant entitles the holder to purchase one class A common share at an exercise price of $11.50 per share. The warrants will become exercisable on the later of 30 days after the completion of its initial business combination and 18 months from the closing of the offering and or following any extension Period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of public shares and the private placement warrants will expire worthless. The private placement warrants are non-redeemable.

The transaction will close concurrently with closing of public offering. If the underwriters' over-allotment option is exercised in full the company will issue 15,035,500 warrants. The warrants have 30 days lockup period after the completion of the transaction.

The company will issue securities pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.