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Worldwide Webb Acquisition Corp. *

Worldwide Webb Acquisition Corp. *

Sep 27, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Aeries Technology

ENTERPRISE VALUE: $391 million
ANTICIPATED SYMBOL: tbd

Worldwide Webb Acquisition Corp. proposes to combine with Aeries Technology.

Aeries Technology is a global professional services and consulting partner for businesses in transformation mode and their stakeholders including Private Equity sponsors and their portfolio companies with engagement models that are designed to provide the right mix of deep vertical specialty, functional expertise, and the right systems & solutions to scale, optimize and transform a client’s business operations. Founded in 2012, Aeries Technology now has over 1,500 professionals on staff and counts a number of leading Private Equity sponsors and their portfolio companies as clients, including Alegeus, Stratus, and Newfold Digital.

SUBSEQUENT EVENT – 11/6/23 – LINK

  • On Nov 5, 2023, WWAC made a deal with Meteora Capital, LLC, to buy 250,000 Class A ordinary shares.
    • The agreement has the same terms made by WWAC on Nov 3, 2023. 
  • Non-Redemption Agreement
    • Meteora agreed to reverse the redemption of up to 103,306 Class A ordinary shares of WWAC which has the same terms as the previous Non-redemption agreement from 11/3.

SUBSEQUENT EVENT – 11/3/23 – LINK

  • On November 3, 2023, WWAC entered into a Forward Purchase Agreement with Sea Otter Trading for an OTC Equity Prepaid Forward Transaction.
    • WWAC was referred to as the “Counterparty” before the Business Combination, and AARK is referred to as the “Counterparty” after the Business Combination.
    • The agreement allows Seller to potentially purchase up to 3,000,000 WWAC Class A ordinary shares.
    • The Prepayment Amount to Seller is calculated based on the number of shares and the redemption price per share as defined in WWAC’s Articles.
    • The payment will come from the Counterparty’s Trust Account, either one business day after the Business Combination closes or when Trust Account assets are disbursed in connection with the Business Combination.
    • The Reset Price after the Business Combination will initially be the Initial Price but can be reduced if WWAC sells shares or securities at a lower price.
  • On November 2, 2023, WWAC entered into Non-Redemption Agreements with Seller to reverse the redemption of up to 1,239,670 WWAC Class A ordinary shares.
    • After the Business Combination, ATI will pay Seller in cash, an amount calculated as the product of the up to 1,239,670 reversed shares and the difference between the Redemption Price (as defined in the Articles) and $4.84.

SUBSEQUENT EVENT – 10/30/23 – LINK

Business Combination Agreement Amendment

  • On October 29, 2023, WWAC, Amalgamation Sub, and AARK agreed to Amendment No. 3 to the Business Combination Agreement (the “Third Amendment”).
    • This amendment allows the issuance of Employee Merger Consideration Shares to AARK employees at the discretion of the Chief Executive Officer and Chairman of AARK, with any Remaining Bonus Shares going to Innovo Consultancy DMCC.
    • Additionally, 3,000,000 Class A Ordinary Shares will be issued to Innovo at the Business Combination’s closing.
    • The Third Amendment also outlines changes to the Exchange Agreements, permitting holders of Company Ordinary Shares and AARK Ordinary Shares to exchange up to 20% of their shares for Parent Class A Ordinary Shares or cash before April 1, 2024, as specified in the Exchange Agreements.

Sponsor Lock-Ups

  • 80% of the shares to be issued to the Sponsor will be restricted until the lock-up is over as opposed to 100% prior.

Subscription Agreement

  • On October 28, 2023, an investor agreed to buy 620,000 new shares from WWAC for $3,000,800.
    • Approximately $4.84/Share.

EXTENSION – 10/18/23 – LINK

  • The SPAC approved the extension from October 22, 2023 to April 22, 2024, in one-month increments up to six times.
    • 938,987 shares were redeemed at the meeting for $10.66 per share.
    • No monthly contribution will be made into the trust account.

SUBSEQUENT EVENT – 10/11/23 – LINK

  • On October 10, 2023, WWAC entered into additional Non-Redemption Agreements with Holders, maintaining previous terms, covering a total of 3,733,623 Class A ordinary shares
    • The Company will compensate Holders with 1.5% of Class A shares for the first Extension and 3% for subsequent Extensions based on the number of Non-Redeemed Shares.

Additional Amendments

  • On October 9, 2023, WWAC, Amalgamation Sub, and AARK entered into Amendment No. 1 to the Sponsor Support Agreement (the “Sponsor Support Agreement Amendment”) to increase the number of Extension Transfer Shares from 1,000,000 to 1,314,250.

SUBSEQUENT EVENT – 10/10/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 2,384,613 shares
    • The Company will give the Holders a certain percentage of Class A ordinary shares based on the number of Non-Redeemed Shares. The percentage differs depending on the Extension. For the first Extension, it’s 1.5%, and for subsequent Extensions, it’s 3%.

EXTENSION – 4/19/23 – LINK

  • The SPAC approved the extension from April 22, 2023 to October 22, 2023
    • 18,281,946 shares were redeemed at the meeting.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 4/12/23 – LINK

  • The SPAC amended previous agreements to redefine the Lock-up Period which all Founder Shares are subjected to. Such Amendment states:
    • “The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (A) 150 days after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-upPeriod”).”

SUBSEQUENT EVENT – 3/3/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 4,935,000 shares
    • The Sponsor will transfer 987,000 Class B shares to the non-redeeming shareholders

TRANSACTION

  • The business combination values Aeries Technology at an implied market capitalization of $656 million, assuming no redemptions by Worldwide Webb Acquisition Corp. and including $50 million of additional capital. 3.75 million shares are available to incentivize investors to not redeem shares during the closing of the transaction.
  • Aeries existing shareholders are rolling 100% of their equity into the transaction.

Slide 1

SPAC FUNDING

  • The parties will work in their best effort to secure additional capital in the amount of $50,000,000.
  • Subscription Agreement – LINK
    • On October 28, 2023, an investor agreed to buy 620,000 new shares from WWAC for $3,000,800.
      • Approximately $4.84/Share.

SPONSOR SUPPORT AGREEMENT

  • Sponsor also agreed that up to 1,500,000 Class B ordinary shares held by Sponsor shall be surrendered to the Company for no consideration and canceled by the Company;
    • provided that if the Sponsor transfers up to 1,000,000 Class B ordinary shares to third parties in connection with seeking approval of an extension proposal, then such Extension Transfer Shares so transferred shall reduce (one for one) the number of Cancelled Shares.
    • On October 9, 2023, WWAC, Amalgamation Sub, and AARK entered into Amendment No. 1 to the Sponsor Support Agreement (the “Sponsor Support Agreement Amendment”) to increase the number of Extension Transfer Shares from 1,000,000 to 1,314,250. – LINK
  • Immediately following consummation of the Amalgamation:
    • (1) if Company Available Cash is less than $50.0 million, then at the Effective Time, Sponsor shall surrender to the Company for no consideration 1,500,000 Class A ordinary shares issued to Sponsor upon conversion of the Company Class B ordinary shares held by Sponsor, and the Company shall cancel such Shares effective as of the Effective Date
    • (2) if the Company Available Cash is $50.0 million or more, then at the Effective Time Sponsor will place 1,500,000 the Company Class A ordinary shares issued to Sponsor upon conversion of the Company Class B ordinary shares held by Sponsor into escrow (the “Earnout Shares”) to be earned over a 5 year period
      • 33% can be earned if the share price equals or exceeds $12.00 for any 20/30 trading days
      • 33% can be earned if the share price equals or exceeds $14.00 for any 20/30 trading days
      • 33% can be earned if the share price equals or exceeds $16.00 for any 20/30 trading days

LOCK-UP

  • Company and Sponsor
    • The SPAC amended on 4/12/23 the previous agreements to redefine the Lock-up Period (see SUBEVENT above) which all Founder Shares are subjected to. Such Amendment states:
      • “The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (A) 150 days after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-upPeriod”).”
    • 80% of the shares to be issued to the Sponsor will be restricted until the lock-up is over as opposed to 100% prior. – LINK

NOTABLE CONDITIONS TO CLOSING

  • The Company has at least $5,000,001 net tangible assets

NOTABLE CONDITIONS TO TERMINATION

  • By either the Company or AARK with written notice to the other party, if the Effective Time has not occurred on or prior to the later of
    • (i) September 30, 2023, or
    • (ii) the date to which the Company’s period to consummate a Business Combination is extended
  • By AARK with written notice to the Company, if Aggregate Cash set forth on the Company Closing Statement is less than $30,000,000

ADVISORS

  • D.A. Davidson is representing Aeries Technology as a capital markets advisor.
  • Roth Capital Partners is representing Worldwide Webb Acquisition Corp. as a capital markets advisor
  • Norton Rose Fulbright is representing Aeries Technology as legal counsel.
  • Shearman & Sterling is representing Worldwide Webb Acquisition Corp. as legal counsel.

MANAGEMENT & BOARD

Executive Officers

Tony M. Pearce, 65
Executive Chairman and Director

Mr. Pearce was a co-founder of Purple Innovation, LLC. He led Purple’s early entry into premium, direct-to-consumer products and built the company into one of the top eCommerce companies in the world. He served as the Co-CEO of Purple from its inception in 2010 as WonderGel, LLC through its meteoric launch in 2016, taking it public through a SPAC in February 2018. Together with his brother Terry Pearce, Mr. Pearce also served as Co-Director of Research & Development at Purple from 2016 to August 19, 2020, including during an 18-month period of time ending on January 29, 2019, when he was also voluntarily providing charitable service out of the country. Prior to founding Purple, Mr. Pearce was a manager of various technology companies owned by Mr. Pearce and his brother Terry Pearce, including EdiZONE, LLC, which focuses on developing advanced cushioning technology. From April 2020 until April 2021, he was the Chief Executive Officer of Brilliant Science LLC, an early-stage direct-to-consumer health and wellness company. Mr. Pearce holds a Bachelor of Science degree in Civil Engineering from Brigham Young University and a Master of Business Administration from the University of Phoenix.

Terry V. Pearce, 72
Executive Vice-Chairman and Director

Mr. Pearce was a co-founder of Purple Innovation, LLC and served as Co-CEO of Purple from its inception in 2010 as WonderGel, LLC through its meteoric launch in 2016, taking it public through a SPAC in February 2018. Together with his brother Tony Pearce, Mr. Pearce also served as Co-Director of Research & Development at Purple from 2016 to August 19, 2020, including a period of time in 2018 when he also served as Interim Chief Executive Officer following the resignation of the company’s former Chief Executive Officer on March 13, 2018, and until Joseph Megibow joined the company as its Chief Executive Officer on October 1, 2018. Prior to founding Purple, Mr. Pearce was a manager of various technology companies owned by Mr. Pearce and his brother Tony Pearce, including EdiZONE, LLC, which focuses on developing advanced cushioning technology. Mr. Pearce holds a Bachelor of Science degree in Civil Engineering from the University of Utah.

Daniel S. Webb, 36
Chief Executive Officer, Chief Financial Officer and Director

Mr. Webb was previously a technology investment banker and private equity investor having worked on transactions totaling approximately $40 billion in transaction value for disruptive internet companies. In his career as an investment banker at Bank of America and Citi, he advised leading technology companies on their IPOs such as Snap, Carvana, Pinterest, Delivery Hero, Arista Networks, Freescale Semiconductor, Fiverr, Grubhub, Cardlytics, Revolve, SurveyMonkey, Zulily, and Trivago. He also helped raise public and private capital for leading technology companies such as Microsoft, Pinterest, Costar, Thrasio, Fiverr, Fanatics, Grubhub, Cardlytics, Overstock, MakeMyTrip, Purple, GSV Capital, Paytm, Integral Ad Science, and Thrillist. In addition, he advised on one of the largest internet acquisitions in history, Just Eat Takeaway’s acquisition of Grubhub as well as other transactions such as Credit Karma’s sale to Intuit, Cardlytics’ acquisition of Dosh, Bonobos’ sale to Walmart, Reachlocal’s sale to Gannett, and Aristocrat Leisure’s acquisition of Plarium. Mr. Webb previously worked in private equity at HarbourVest Partners where he directed investments in Lightower Fiber Networks, Sidera Networks, and Confie Seguros. Mr. Webb holds a Master of Accountancy and Bachelor of Science in Accounting from Brigham Young University.

Board of Directors

Lynn M. Laube, 51
Director

Prior to her appointment as Chief Executive Officer of Cardlytics in 2020, Ms. Laube served as Chief Operating Officer. From 1994 to 2008, Ms. Laube held various positions at Capital One, including as a Vice President and Chief Operating Officer of Capital One Payments. Ms. Laube started her career at Bank One Corporation, where she specialized in operations analysis. She currently serves on the Board of Directors for NerdWallet. Ms. Laube holds a Bachelor of Science in Finance and Marketing from University of Cincinnati’s College of Business and is a graduate of Darden’s Executive Leadership program from the University of Virginia.

Tanner Ainge, 37
Director

Mr. Ainge is the Managing Partner of Banner Ventures, a private investment firm where his primary responsibilities include sourcing, underwriting, and overseeing a portfolio of private equity and growth-stage investments on behalf of a close-knit group of family offices and successful entrepreneurs. He also serves as the Chief Executive Officer of Banner Acquisition Corp. (NASDAQ: BNNR). He most recently co-led a $52 million investment into Pattern, Inc. (“Pattern”), a rapidly growing provider of global e-Commerce solutions. From July 2018 to March 2020, Mr. Ainge led the mergers and acquisitions strategy for Outbox Systems, Inc. (d.b.a. “Simplus”), a Salesforce implementation partner and information technology company, including acquisitions in Europe and Asia and eventual merger of Simplus with Infosys Limited. (“Infosys Ltd”; NYSE: INFY) in March 2020. From July 2013 to August 2015, Mr. Ainge served as an executive of Ensign, where he managed the company’s acquisition pipeline and process, and then served as General Counsel of CareTrust REIT following its spin-off from Ensign. Mr. Ainge began his career in mergers and acquisitions with private equity firm HGGC LLC and later with the global law firm Kirkland & Ellis LLP. He is also a judge advocate in the Utah National Guard and was appointed to the Governor’s Economic Development Board for the State of Utah in 2021. Mr. Ainge received a Bachelor of Arts in International Studies from Brigham Young University and a Juris Doctor from Northwestern University School of Law.

Dave Crowder, 55
Director

Mr. Crowder is a Co-Founder and Managing Partner of Section Partners, a growth-stage venture capital firm providing personal financing solutions to founders, executives, and shareholders of venture-backed technology companies. Previously, Mr. Crowder served as Partner of GSV Asset Management, LLC and as executive officer of GSV Capital, a publicly traded late-stage venture capital fund. Prior to GSV Capital Dave was a General Partner of Thomas Weisel Venture Partners. Mr. Crowder began his career in investment banking at Montgomery Securities and Goldman Sachs. He is also a former Adjunct Professor of the University of Utah David Eccles School of Business. He holds a Bachelor of Arts from the University of Utah and a Master of Business Administration from Harvard Business School.

Davis Smith, 42
Director

Mr. Smith is the founder and CEO of Cotopaxi, an outdoor gear brand with a humanitarian mission backed by Bain Capital. He is a member of the United Nations Foundation’s Global Leadership Council and a Presidential Leadership Scholar. Mr. Smith previously started Brazil’s “Startup of the Year,” was Silicon Valley Community Foundation’s “CEO of the Year,” and is an EY Entrepreneur of the Year. Mr. Smith holds a Master of Business Administration from the Wharton School, a Master of Arts from the University of Pennsylvania, and a Bachelor of Arts from Brigham Young University.

 

ByAnthony Sozzi