Aark Singapore Pte. Ltd., and its subsidiary (“Aeries
Technology” or “Aeries”), a global professional services and
consulting partner, and Worldwide Webb Acquisition Corp. (NASDAQ:
WWAC) (“WWAC”), a publicly traded special purpose acquisition
company, today announced that on October 17, 2023, the U.S.
Securities and Exchange Commission (the “SEC”) declared effective
the registration statement on Form S-4, as amended, which had been
filed by WWAC in connection with the previously announced proposed
business combination (the “Business Combination”). The filing can
be viewed in its entirety on the SEC’s website at www.sec.gov, and
a link to WWAC’s SEC filings is available under the “SEC Filings”
section of WWAC’s website at www.wwac1.com.
The annual general meeting of shareholders (the “Annual General
Meeting”) to approve the Business Combination is scheduled to be
held on October 30, 2023 at 11:00 a.m. Eastern Time. The Annual
General Meeting will be held at the offices of Kirkland & Ellis
LLP located at 95 South State Street, Salt Lake City, UT 84111, and
virtually via a live webcast at
https://www.cstproxy.com/wwac1/sm2023. Holders of WWAC’s ordinary
shares at the close of business on the record date of September 13,
2023 are entitled to notice of the Annual General Meeting and to
vote at the Annual General Meeting. WWAC filed its definitive proxy
statement/prospectus relating to the Business Combination with the
SEC and began mailing it to shareholders on Tuesday, October 17,
2023. More details about the Business Combination and the
resolutions to be voted upon at the Annual General Meeting can be
found in the definitive proxy statement/prospectus filed by WWAC,
available at: http://www.sec.gov.
Assuming satisfaction of the conditions to the closing of the
Business Combination, including approval of the Business
Combination by WWAC’s shareholders, the post-Business Combination
company intends to list its securities on the Nasdaq exchange under
the proposed symbols “ATBA” and “ATBAW”, respectively. The Nasdaq
listing is subject to the closing of the business Combination and
fulfillment of all Nasdaq listing requirements.
About 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 1,600 professionals on staff and counts a number of
leading private equity sponsors and their portfolio companies as
clients.
About WWAC
WWAC is a special purpose acquisition company founded by Daniel
Webb, a former technology investment banker and private equity
investor, for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses.
Where You Can Find Additional Information
This Press Release relates to a proposed business combination
transaction among WWAC and Aark Singapore Pte Ltd. (“AARK”)
pursuant to which AARK and Aeries would become subsidiaries of
WWAC, and WWAC would be renamed Aeries Technology, Inc. In
connection with the proposed transaction, WWAC has filed with the
SEC a registration statement on Form S-4 that contains a proxy
statement to solicit shareholder approval of the Business
Combination (the “proxy statement/prospectus”), which will be
distributed to shareholders of WWAC’s ordinary shares in connection
with WWAC’s solicitation of proxies for the vote of WWAC’s
shareholders with respect to the Business Combination and other
matters as described in the proxy statement/prospectus. WWAC filed
its definitive proxy statement/prospectus relating to the Business
Combination with the SEC and began mailing it to shareholders on
Tuesday, October 17, 2023. WWAC’s shareholders and other interested
parties are urged to read the proxy statement/prospectus, any
amendments thereto and any other documents filed by WWAC with the
SEC carefully and in their entirety when they become available
because they will contain important information about WWAC and the
Business Combination. This document is not a substitute for the
proxy statement/prospectus or any other document that WWAC or
Aeries may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Investors and security holders may obtain free copies of the
proxy statement/prospectus and other documents that are filed or
will be filed with the SEC by WWAC through the website maintained
by the SEC at www.sec.gov. Copies of the documents filed with the
SEC by WWAC are available free of charge at Worldwide Webb
Acquisition Corp., 770 E Technology Way F13-16, Orem, UT 84097,
attention: Chief Executive Officer.
Participants in the Solicitation
WWAC and its directors and executive officers are participants
in the solicitation of proxies from the shareholders of WWAC in
respect of the Business Combination. Information about WWAC’s
directors and executive officers and their ownership of WWAC’s
ordinary shares is set forth in WWAC’s Annual Report on Form 10-K
for the year ended December 31, 2022 filed with the SEC on March
31, 2023, and in WWAC’s other periodic and current reports filed
with the SEC. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the
proxy statement/prospectus and other relevant materials to be filed
with the SEC in respect of the Business Combination. You may obtain
free copies of these documents as described in the preceding
paragraph.
Aeries, AARK and their respective directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the shareholders of WWAC in connection with the
Business Combination. A list of the names of such directors and
executive officers and information regarding their interests in the
Business Combination are included in the proxy
statement/prospectus.
Cautionary Note Regarding Forward-Looking Statements
This Press Release includes certain statements that are not
historical facts but are forward-looking statements within the
meaning of Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, and Section 27A of the U.S. Securities Act of 1933, as
amended, for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements include but are not limited to
statements regarding the anticipated benefits of the proposed
transaction, the combined company becoming a publicly listed
company, the anticipated impact of the proposed transaction on the
combined companies’ business and future financial and operating
results, and the anticipated timing of closing of the proposed
transaction. Words such as “may,” “should,” “will,” “believe,”
“expect,” “anticipate,” “target,” “project,” and similar phrases
that denote future expectations or intent regarding the combined
company’s financial results, operations, and other matters are
intended to identify forward-looking statements. You should not
rely upon forward-looking statements as predictions of future
events. The outcome of the events described in these
forward-looking statements is subject to known and unknown risks,
uncertainties, and other factors that may cause future events to
differ materially from the forward-looking statements in this
communication, including but not limited to: (i) the ability to
complete the proposed transaction within the time frame anticipated
or at all; (ii) the failure to realize the anticipated benefits of
the proposed transaction or those benefits taking longer than
anticipated to be realized; (iii) the risk that the transaction may
not be completed in a timely manner or at all, which may adversely
affect the price of WWAC’s securities; (iv) the risk that the
transaction may not be completed by WWAC’s business combination
deadline and the potential failure to obtain further extensions of
the business combination deadline if sought by WWAC; (v) the
failure to satisfy the conditions to the consummation of the
transaction, including the approval of the Business Combination
Agreement by the shareholders of WWAC, the satisfaction of the
minimum cash on hand condition following redemptions by the public
shareholders of WWAC and the receipt of any governmental and
regulatory approvals; (vi) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Business Combination Agreement; (vii) unexpected costs or
unexpected liabilities that may result from the proposed
transactions, whether or not consummated; (viii) the impact of
COVID-19 on Aeries’ business and/or the ability of the parties to
complete the proposed transaction; (ix) the effect of disruption
from the announcement or pendency of the transaction on Aeries’
business relationships, performance, and business generally; (x)
risks that the proposed transaction disrupts current plans and
operations of Aeries and potential difficulties in Aeries employee
retention as a result of the proposed transaction; (xi) the outcome
of any legal proceedings that may be instituted against Aeries or
WWAC related to the Business Combination Agreement or the proposed
transaction; (xii) the ability to maintain the listing of WWAC’s
securities on the Nasdaq Capital Market; (xiii) potential
volatility in the price of WWAC’s securities due to a variety of
factors, including economic conditions and the effects of these
conditions on Aeries’ clients’ businesses and levels of activity,
risks related to an economic downturn or recession in India, the
United States and other countries around the world, fluctuations in
earnings, fluctuations in foreign exchange rates, Aeries’ ability
to manage growth, intense competition in IT services including
those factors which may affect Aeries’ cost advantage, wage
increases in India, the ability to attract and retain highly
skilled professionals, time and cost overruns on fixed-price,
fixed-time frame contracts, client concentration, restrictions on
immigration, industry segment concentration, Aeries’ ability to
manage the international operations, withdrawal or expiration of
governmental fiscal incentives, political instability and regional
conflicts, legal restrictions on raising capital or acquiring
companies outside India, changes in laws and regulations affecting
Aeries’s business and changes in the combined company’s capital
structure; (xiv) the ability to implement business plans, identify
and realize additional opportunities and achieve forecasts and
other expectations after the completion of the proposed
transaction; (xv) the risk that the post-combination company may
never achieve or sustain profitability; (xvi) WWAC’s potential need
to raise additional capital to execute its business plan, which
capital may not be available on acceptable terms or at all; (xvii)
the risk that the post-combination company experiences difficulties
in managing its growth and expanding operations; and (xviii) the
outcome of any potential litigation, government and regulatory
proceedings, investigations and inquiries. The forward-looking
statements contained in this communication are also subject to
additional risks, uncertainties, and factors, including those
described in WWAC’s most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q and other documents filed or to be
filed with the SEC by WWAC from time to time. The forward-looking
statements included in this communication are made only as of the
date hereof. None of Aeries, WWAC or any of their affiliates
undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future developments, subsequent events, circumstances or otherwise,
except as may be required by any applicable securities laws.
No Offer or Solicitation
This Press Release is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or to buy
any securities or a solicitation of any vote or approval and is not
a substitute for the proxy statement/prospectus or any other
document that WWAC may file with the SEC or send to WWAC’s
shareholders in connection with the proposed transaction, nor shall
there be any sale of securities in any states or jurisdictions in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231017096540/en/
For Aeries Technology Media: Katie Creaser AeriesPR@icrinc.com
Investors: Ryan Gardella AeriesIR@icrinc.com For Worldwide Webb
Acquisition Corp: Daniel Webb daniel@wwac1.com
Worldwide Webb Acquisition (NASDAQ:WWAC)
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