As filed with the United States Securities and Exchange Commission on February 26, 2021 under the Securities Act of 1933, as amended.
No. 333-252363
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EX-1.1 - EXHIBIT 1.1 - Twin Ridge Capital Acquisition Corp. | nt10019162x3_ex1-1.htm |
Cayman Islands | | | 6770 | | | 98-1577338 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
Sanjay K. Morey Co-Chief Executive Officer 707 Menlo Avenue, Suite 110 Menlo Park CA 94025 (212) 235-0292 | | | William P. Russell, Jr. Co-Chief Executive Officer 707 Menlo Avenue, Suite 110 Menlo Park CA 94025 (212) 235-0292 |
Christian O. Nagler Peter S. Seligson Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 | | | Elliott M. Smith, Esq. Jessica Y. Chen, Esq. White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 819-8200 Fax: (212) 354-8113 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☒ |
Title of Each Class of Securities to be Registered | | | Amount to be Registered | | | Proposed Maximum Offering Price Per Unit | | | Proposed Maximum Aggregate Offering Price(1)(2) | | | Amount of Registration Fee |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2) | | | 23,000,000 units | | | $10.00 | | | $230,000,000 | | | $25,093 |
Class A ordinary shares included as part of the units(3) | | | 23,000,000 shares | | | — | | | — | | | —(4) |
Redeemable warrants included as part of the units(3) | | | 7,666,667 warrants | | | — | | | — | | | —(4) |
Total | | | | | | | $230,000,000 | | | $25,093(5) |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,000,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends, or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | Previously paid. |
Exhibit No. | | | Description |
| | Form of Underwriting Agreement. | |
| | Memorandum and Articles of Association.* | |
| | Form of Amended and Restated Memorandum and Articles of Association.* | |
| | Specimen Unit Certificate.* | |
| | Specimen Class A Ordinary Share Certificate.* | |
| | Specimen Warrant Certificate.* | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
| | Opinion of Kirkland & Ellis LLP.* | |
| | Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant.* | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
| | Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.* | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.* | |
| | Form of Indemnity Agreement.* | |
| | Form of Administrative Services Agreement between the Registrant and the Sponsor.* | |
| | Promissory Note, dated as of January 12, 2021, between the Registrant and the Sponsor.* | |
| | Securities Subscription Agreement, dated January 12, 2021, between the Registrant and the Sponsor.* | |
| | Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.* | |
| | Consent of Marcum, LLP.* | |
| | Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).* | |
| | Consent of Maples and Calder (included on Exhibit 5.2).* | |
| | Power of Attorney (included on signature page to the initial filing of this Registration Statement).* | |
| | Consent of Alison Burns.* | |
| | Consent of Paul Henrys. * | |
| | Consent of Gary Pilnick.* |
* | Previously filed. |
| | TWIN RIDGE CAPITAL ACQUISITION CORP. | |||||||
| | | | | | ||||
| | By: | | | /s/ Sanjay K. Morey | ||||
| | | | Name: | | | Sanjay K. Morey | ||
| | | | Title: | | | Co-Chief Executive Officer and President |
Name | | | Position | | | Date |
| | | | |||
/s/ Dale Morrison | | | Chairman | | | February 26, 2021 |
Dale Morrison | | | | | ||
| | | | |||
/s/ Sanjay K. Morey | | | Co-Chief Executive Officer, President and Director (Principal Executive Officer) | | | February 26, 2021 |
Sanjay K. Morey | | | ||||
| | | | |||
/s/ William P. Russell, Jr. | | | Co-Chief Executive Officer, Chief Financial Officer and Director (Principal Financial and Accounting Officer) | | | February 26, 2021 |
William P. Russell, Jr. | | |