Newborn Acquisition Corp - FORM S-1/A - EX-4.1 - SPECIMEN UNIT CERTIFICATE - February 4, 2020

Attached files

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EX-99.3 - FORM OF COMPENSATION COMMITTEE CHARTER - Newborn Acquisition Corpfs12020a1ex99-3_newbornacq.htm
EX-99.2 - FORM OF NOMINATING COMMITTEE CHARTER - Newborn Acquisition Corpfs12020a1ex99-2_newbornacq.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - Newborn Acquisition Corpfs12020a1ex99-1_newbornacq.htm
EX-23.1 - CONSENT OF MARCUM BERNSTEIN & PINCHUK LLP - Newborn Acquisition Corpfs12020a1ex23-1_newborn.htm
EX-14 - FORM OF CODE OF ETHICS - Newborn Acquisition Corpfs12020a1ex14_newbornacq.htm
EX-10.5 - FORM OF SUBSCRIPTION AGREEMENT AMONG THE REGISTRANT, THE INITIAL SHAREHOLDERS AN - Newborn Acquisition Corpfs12020a1ex10-5_newbornacq.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND THE INITIAL SHARE - Newborn Acquisition Corpfs12020a1ex10-4_newbornacq.htm
EX-10.3 - FORM OF ESCROW AGREEMENT BETWEEN THE REGISTRANT, CONTINENTAL STOCK TRANSFER & TR - Newborn Acquisition Corpfs12020a1ex10-3_newbornacq.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Newborn Acquisition Corpfs12020a1ex10-2_newbornacq.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, CHARDAN CAPITAL MARKETS LLC AND T - Newborn Acquisition Corpfs12020a1ex10-1_newbornacq.htm
EX-5.2 - OPINION OF LOEB & LOEB LLP - Newborn Acquisition Corpfs12020a1ex5-2_newbornacq.htm
EX-5.1 - OPINION OF MAPLES AND CALDER - Newborn Acquisition Corpfs12020a1ex5-1_newbornacq.htm
EX-4.7 - FORM OF UNIT PURCHASE OPTION BETWEEN THE REGISTRANT AND CHARDAN CAPITAL MARKETS - Newborn Acquisition Corpfs12020a1ex4-7_newbornacq.htm
EX-4.6 - FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Newborn Acquisition Corpfs12020a1ex4-6_newbornacq.htm
EX-4.5 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Newborn Acquisition Corpfs12020a1ex4-5_newbornacq.htm
EX-4.4 - SPECIMEN RIGHT CERTIFICATE - Newborn Acquisition Corpfs12020a1ex4-4_newbornacq.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Newborn Acquisition Corpfs12020a1ex4-3_newbornacq.htm
EX-4.2 - SPECIMEN ORDINARY SHARE CERTIFICATE - Newborn Acquisition Corpfs12020a1ex4-2_newbornacq.htm
EX-3.1 - AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Newborn Acquisition Corpfs12020a1ex3-1_newbornacq.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Newborn Acquisition Corpfs12020a1ex1-1_newbornacq.htm
S-1/A - AMENDMENT NO.1 TO REGISTRATION STATEMENT S-1 - Newborn Acquisition Corpfs12020a1_newbornacquisition.htm

Exhibit 4.1

 

NUMBER

U-__________

   UNITS
     
SEE REVERSE FOR CERTAIN DEFINITIONS NEWBORN ACQUISITION CORP.  

 

CUSIP G6463T 130

 

UNITS CONSISTING OF ONE ORDINARY SHARE, ONE WARRANT AND

ONE RIGHT TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARE

 

THIS CERTIFIES THAT ______________________________________________________________________________________________

 

is the owner of ___________________________________________________________________________________________ Units.

 

Each Unit (“Unit”) consists of one ordinary share, par value $.001 per share, of Newborn Acquisition Corp., a Cayman Islands exempted company (the “Company”), one redeemable warrant (“Warrant”) and one right (“Right”) to receive one-tenth (1/10) of an ordinary share. Each redeemable Warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share (subject to adjustment), upon the later to occur of (i) the Company’s completion of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”) or (ii) 12 months from the effective date of the registration statement with respect to the Company’s initial public offering. Every ten Rights entitles the holder thereof to receive one ordinary share upon consummation of the Company’s initial Business Combination. The ordinary shares, Rights and Warrants comprising the Units represented by this certificate are not transferable separately prior to the ninetieth (90th) day after the date of the prospectus relating to the Company’s initial public offering, unless Chardan Capital Markets, LLC (“Chardan”) determines that an earlier date is acceptable, but in no event will the ordinary shares, Rights and Warrants be traded separately until the Company files with the Securities and Exchange Commission (the “SEC”) a current report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds from its initial public offering including the proceeds received by the Company from the exercise of the over-allotment option thereto, if the over-allotment option is exercised. If Chardan allows separate trading of the ordinary shares, Rights and Warrants prior to the 90th day after the date of the prospectus relating to the Company’s initial public offering, the Company will issue a press release and file a Current Report on Form 8-K with the SEC announcing when such separate trading shall begin.

 

The terms of the Warrants and Rights are governed by a warrant agreement (the “Warrant Agreement”), dated as of [•], 2020, and a rights agreement (the “Rights Agreement”), dated as of [·], 2020, respectively, both between the Company and Continental Stock Transfer & Trust, as the warrant agent and rights agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Rights Agreement and the Warrant Agreement are on file at the office of Continental Stock Transfer & Trust at 1 State Street, 30th Floor, New York, New York 10004 and are available to any Warrant Holder or Rights holder, respectively, on written request and without cost.

 

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

 

Each Unit may be mandatorily split by the Company in connection with the closing of a Business Combination.

 

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

 

This Unit Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

 

    [Seal]     
         
By      
         
  Chairman     Chief Financial Officer

 

 

 

 

Newborn Acquisition Corp.

 

The Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM – as tenants in common UNIF GIFT MIN ACT - _____ Custodian ______
TEN ENT – as tenants by the entireties            (Cust)                     (Minor)
JT TEN – as joint tenants with right of survivorship under Uniform Gifts to Minors
  and not as tenants in common Act ______________
    (State)

 

Additional Abbreviations may also be used though not in the above list.

 

For value received, ___________________________ hereby sell(s), assign(s) and transfer(s) unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE(S)

 

 

 

 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S))
 
 
 
 
 

______________________________________________________________________________________________________Units

 

represented by the within Certificate, and do hereby irrevocably constitute and appoint

 

Attorney

to transfer the said Units on the books of the within named Company will full power of substitution in the premises.

 

Dated      

 

   
  Notice:   The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

 

Signature(s) Guaranteed:

 

   
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION  
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH  
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,  
PURSUANT TO S.E.C. RULE 17Ad-15).  

 

The holder of this certificate shall be entitled to receive funds with respect to the underlying ordinary shares from the trust fund only in the event of the Company’s liquidation upon failure to consummate a business combination or if the holder seeks to convert his or her respective ordinary shares underlying the unit upon consummation of such business combination or in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.

 

 

 

 

Newborn Acquisition Corp Reports