The Proxy Statement is hereby amended as follows:
Recent Developments
Business Combination Agreement Amendment
On October 29, 2023, WWAC, Amalgamation Sub and AARK entered into Amendment No. 3 to the Business Combination Agreement (the
Third Amendment) to, among other things, provide that the Employee Merger Consideration Shares may be issued to employees of AARK in the joint discretion of the Chief Executive Officer and Chairman of AARK, and that any Remaining
Bonus Shares will be issued to Innovo Consultancy DMCC, a company incorporated in Dubai, United Arab Emirates (Innovo), that is wholly owned by the Sole Shareholder. The Third Amendment also provides that 3,000,000 Class A
Ordinary Shares will be issued to Innovo at the closing of the Business Combination. In addition, the Third Amendment contemplates certain amendments to the Exchange Agreements that provide that from and after the date of the Exchange Agreements and
prior to April 1, 2024, each holder of Company Ordinary Shares and AARK Ordinary Shares may exchange up to 20% of the number of Company Ordinary Shares or AARK Ordinary Shares, as applicable, held by such holder for Parent Class A Ordinary
Shares or cash, in each case as provided in the Exchange Agreements.
Investment Agreement Amendments
On October 27, 2023, WWAC, the Sponsor and certain other parties (the Investors) entered into amendments (the
Investment Agreement Amendments) to those certain investment agreements entered into in connection with the WWACs initial public offering (as amended, the Investment Agreements) among WWAC, the Sponsor and
the Investors party thereto. The Investment Agreement Amendments provide that, effective as of, and only upon, the closing of the Business Combination, the transfer restrictions applicable to the Transferred Shares (as defined in the Investment
Agreements) held by the Investors (or Class A Ordinary Shares issuable upon conversion of the Transferred Shares) shall apply to only 80% of the Transferred Shares held by each of the Investors.
Letter Agreement Amendment
On October 26, 2023, WWAC, the Sponsor and certain officers and directors of WWAC (the Insiders) entered into an
amendment (the Letter Agreement Amendment) to that certain letter agreement, dated October 19, 2021, among WWAC, the Sponsor and the Insiders (as amended, the Letter Agreement), to provide that, effective
as of, and only upon, the closing of the Business Combination, the transfer restrictions applicable to the Founder Shares (as defined in the Letter Agreement) held by the Sponsor or an Insider (or Class A Ordinary Shares issuable upon
conversion of the Founder Shares) shall apply to only 80% of the Founder Shares held by the Sponsor or such Insider, as applicable.
Registration Rights Agreement Amendment
On October 26, 2023, WWAC, the Sponsor and the other parties thereto (the Holders) entered into an amendment (the
Registration Rights Agreement Amendment) to that certain registration rights agreement, dated October 19, 2021, among WWAC, the Sponsor and the Holders (the Registration Rights Agreement), to, among other
things, amend the definition of Founder Shares Lock-up Period to conform to the amendment to the transfer restrictions contained in the Letter Agreement as described above under
Letter Agreement Amendment.
Subscription Agreement
On October 28, 2023, in connection with the Business Combination, WWAC entered into a subscription agreement (the Subscription
Agreement) with a certain investor (the PIPE Investor), pursuant to which, among other things, the PIPE Investor has agreed to subscribe for and purchase from WWAC, and WWAC has agreed to issue and sell to the PIPE Investor, an
aggregate of 620,000 newly issued Class A ordinary shares for an aggregate purchase price of $3,000,800, on the terms and subject to the conditions set forth therein (the PIPE Financing). The Subscription Agreement contains customary
conditions to closing, including the consummation of the Business Combination.
The disclosures in the Proxy Statement related to the
Business Combination Agreement, the Investment Agreements, the Letter Agreement, the Registration Rights Agreement and the PIPE Financing are hereby supplemented by the foregoing.
The definition of Exchange Notice Period in the Form of Exchange Agreement attached to the Proxy Statement as Annex C is
amended as follows:
Exchange Notice Period means, (a) for the fiscal quarter ending
December 31, 2023, the period commencing on the date hereof and ending on the next Exchange Blackout Period thereafter and (b) for each subsequent fiscal quarter, the period commencing on the first
Business Day after the day on which the