Item 1.01. Entry into a Material Definitive Agreement.
On
Further, in connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:
? an Underwriting Agreement, datedJanuary 14, 2022 , by and among the Company and EF Hutton, division ofBenchmark Investments, LLC , as representative of the underwriters named therein, which contains customary representations and warranties and indemnification of the underwriters by the Company; ? a Private Placement Unit Purchase Agreement, datedJanuary 14, 2022 , between the Company andTechnology & Telecommunication LLC (the "Sponsor"), pursuant to which the Sponsor purchased an aggregate of 532,500 placement units, each consists of one Class A Ordinary Share,$0.0001 par value per share (the "Placement Shares"), and one warrant (the "Placement Warrants"), each whole Placement Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of$11.50 per share (the "Placement Units"); ? a Warrant Agreement, datedJanuary 14, 2022 , between the Company andContinental Stock Transfer & Trust Company , as warrant agent (the "Warrant Agreement"), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement; ? an Investment Management Trust Agreement, datedJanuary 14, 2022 , between the Company andContinental Stock Transfer & Trust Company , as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Placement Units, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement; ? a Registration Rights Agreement, datedJanuary 14, 2022 , by and among the Company and the Sponsor, and certain directors and officers of the Company, which provides for customary demand and piggy-back registration rights for the Sponsor and customary piggy-back registration rights for such directors; ? a Letter Agreement, datedJanuary 14, 2022 , by and among the Company, the Sponsor and each of the officers and directors of the Company, pursuant to which the Sponsor and each officer and director of the Company has agreed to vote any Class A Ordinary Shares held by him in favor of the Company's initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 12 months (subject to extension to up to 18 months) from the closing of the IPO; to certain transfer restrictions with respect to the Company's securities; and to certain indemnification obligations of the Sponsor; ? an Administrative Services Agreement, datedJanuary 14, 2022 , by and between the Company and the Sponsor, pursuant to which the Sponsor has agreed to make available office space and certain administrative and support services, as may be required by the Company from time-to-time, for$10,000 per month until the Company's initial business combination or liquidation; and ? an Indemnification Agreement, datedJanuary 14, 2022 , by and among the Company and the directors and officers of the Company, pursuant to which the Company will indemnify the officer and directors in accordance with the terms thereto.
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.3, 4.4, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively.
Item 3.02. Unregistered Sales of
On
Item 8.01. Other Events.
A total of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 1.1 Underwriting Agreement, dated as ofJanuary 14, 2022 , between the Company and EF Hutton, division ofBenchmark Investments, LLC 4.4 Warrant Agreement, dated as ofJanuary 14, 2022 , between ContinentalStock Transfer & Trust Company and the Company 10.1 Investment Management Trust Agreement, dated as ofJanuary 14, 2022 , betweenContinental Stock Transfer & Trust Company and the Company 10.2 Registration Rights Agreement, dated as ofJanuary 14, 2022 , among theCompany, Technology & Telecommunication LLC and certain directors of the Company 10.3 Private Placement Unit Purchase Agreement, dated as ofJanuary 14, 2022 , between the Company andTechnology & Telecommunication LLC 10.4 Letter Agreement, dated as ofJanuary 14, 2022 , among the Company,Technology & Telecommunication LLC and each of the officers and directors of the Company 10.5 Administrative Services Agreement, dated as ofJanuary 14, 2022 , between the Company andTechnology & Telecommunication LLC 10.6 Indemnification Agreement, dated asJanuary 14, 2022 , between the Company and the directors and officers of the Company
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