![]() WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) the Registration Statement on Form S-1, File No. 333-248802 (the Registration Statement), and a prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the shares of Class A common stock included in the Units and A holder of the Public Warrants will not be able to exercise any fraction of a Warrant and Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share ( Class A common stock), for $11.50 per share, subject to adjustment as described herein. WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A common stock (as defined below) and one-half of one Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 28,750,000 redeemable warrants (including up to 3,850,000 redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the Public Warrants and, together with the Private Placement Warrants, the Warrants). WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant and Each Private Placement Warrant entitles the holder thereof to purchase one share of Class A common stock (as defined below) at a price of $11.50 per share, subject to adjustment as described herein and WHEREAS, on, 2020, the Company entered into that certain Private Placement Warrants Purchase Agreement, with Patient Square Capital LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor will purchase an aggregate of 12,000,000 warrants (or 13,500,000 warrants in the aggregate if the Over-allotment Option (as defined below) in connection with the Companys Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant. THIS WARRANT AGREEMENT (this Agreement), dated as of, 2020, is by and between Montes Archimedes Acquisition Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the Warrant Agent, also referred to herein as the Transfer Agent). Roivant founder Vivek Ramaswamy will continue to serve as Executive Chairman.CONTINENTAL STOCK TRANSFER & TRUST COMPANY Roivant will continue to operate under its current management team led by Chief Executive Officer Matthew Gline. Companies built by Roivant have conducted eight consecutive positive Phase 3 studies with two FDA approvals to date. Since its founding in 2014, Roivant has put over 40 medicines into development across a wide range of disease areas. Proceeds are expected to extend the Roivant’s operating runway through mid-2024. The transaction is expected to deliver up to $611 million of gross proceeds to fund discovery and development programs. Upon closing of the transaction, outstanding shares and warrants of MAAC will be exchanged for newly issued shares and warrants of Roivant Sciences, which is expected to be listed on Nasdaq in Q3 under the new ticker symbol “ROIV.” Montes and Roivant have now entered into a definitive business combination agreement. ( MAAC) is a so-called SPAC, a special purpose acquisition company without operations and listed at a stock exchange set up by investors with the sole purpose of acquiring another company.
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