Aark Singapore Pte. Ltd., and its subsidiary (“Aeries
Technology” or “Aeries”), a global professional services and
consulting partner for business leadership teams, private equity
sponsors, and their portfolio companies, and Worldwide Webb
Acquisition Corp. (NASDAQ: WWAC) (“WWAC”), a publicly traded
special purpose acquisition company, today announced the filing by
WWAC with the U.S. Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4 on May 12, 2023, which contains
a preliminary proxy statement/prospectus (the “proxy statement”) in
connection with their previously announced proposed 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.
On March 11, 2023, WWAC and Aeries Technology, among others,
entered into a business combination agreement (the “Business
Combination Agreement”), pursuant to which, Aeries Technology will
become a subsidiary of WWAC, and Aeries will become an indirect
subsidiary of WWAC, which will change its name to “Aeries
Technology, Inc.”
Although the proxy statement has not yet become effective and
the information contained therein is subject to change, it provides
important information about Aeries Technology, Aeries and WWAC, as
well as the proposed business combination.
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 1,500 professionals on staff and counts a number of
leading private equity sponsors and their portfolio companies as
clients.
About Worldwide Webb Acquisition Corp.
Worldwide Webb Acquisition Corp. is a publicly traded special
purpose acquisition company founded by Daniel Webb, a former
technology investment banker and private equity investor, for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses or assets. To learn more,
visit: https://www.wwac1.com/.
Where You Can Find Additional Information
This communication relates to a proposed business combination
transaction among WWAC and Aeries Technology. In connection with
the proposed transaction, WWAC filed with the SEC the proxy
statement to solicit shareholder approval of the proposed business
combination. The definitive proxy statement (if and when available)
will be delivered to WWAC’s shareholders. WWAC may also file other
relevant documents regarding the proposed transaction with the SEC.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS OF WWAC ARE URGED TO READ THE PROXY STATEMENT AND
ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders may obtain free copies of the
proxy statement (if and when available) 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 will be 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 proposed transaction. Information about WWAC’s
directors and executive officers and their ownership of WWAC’s
Class A 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. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained
in the proxy statement, and WWAC may also filed other relevant
materials with the SEC in respect of the proposed transaction when
they become available. You may obtain free copies of these
documents as described in the preceding paragraph.
Aeries Technology, Aeries and their respective directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the stockholders of WWAC in connection
with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination is included in the
proxy statement.
Cautionary Note Regarding Forward-Looking Statements
This communication contains 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; (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 Global 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; and
(xvii) the risk that the post-combination company experiences
difficulties in managing its growth and expanding operations. 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 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/20230514005075/en/
For Aeries Technology Media: Katie Creaser
AeriesPR@icrinc.com
Investors: Ryan Gardella AeriesIR@icrinc.com
For WWAC: Daniel Webb daniel@wwac1.com
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