Newborn Acquisition Corp - FORM S-1/A - EX-4.3 - SPECIMEN WARRANT CERTIFICATE - February 4, 2020

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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-4.2 - SPECIMEN ORDINARY SHARE CERTIFICATE - Newborn Acquisition Corpfs12020a1ex4-2_newbornacq.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Newborn Acquisition Corpfs12020a1ex4-1_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 4.3

 

SPECIMEN WARRANT CERTIFICATE

 

NUMBER   [    ] WARRANTS
NBACW    

 

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL

BUSINESS COMBINATION)

 

NEWBORN ACQUISITION CORP.

 

CUSIP G6463T 114

 

WARRANT

 

THIS WARRANT CERTIFIES THAT, for value received                                         , or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date which is five (5) years from the completion of the Company’s initial business combination, to purchase one-half (1/2) of one fully paid and non-assessable ordinary share (the “Warrant Shares”), $.001 par value, of Newborn Acquisition Corp., a Cayman Islands exempted company (the “Company”), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined below).

 

The Warrant entitles the holder thereof to purchase from the Company, from time to time, in whole or in part, commencing on the later to occur of (i) the completion of the Company’s initial business combination or (ii) twelve (12) months following the effective date of the registration statement with respect to the Company’s initial public offering, a number of Warrant Shares initially at the price of $11.50 per full share (the “Warrant Price”), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust (the “Warrant Agent”), such payment to be made subject to the conditions set forth herein and in the Warrant Agreement, dated [·], 2020, between the Company and the Warrant Agent (the “Warrant Agreement”). In no event shall the registered holder(s) of this Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Warrant Shares of the Company. The Warrant Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may be adjusted, subject to certain conditions. The term “Warrant Price” as used in this Warrant Certificate refers to the price per full Warrant Share at which Warrant Shares may be purchased at the time the Warrant is exercised. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Redemption Trigger Price (as defined below), and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted.

 

This Warrant will expire on the date first referenced above if it is not exercised prior to such date by the registered holder pursuant to the terms of the Warrant Agreement or if it is not redeemed by the Company prior to such date.

 

Upon any exercise of the Warrant for less than the total number of full Warrant Shares provided for herein, there shall be issued to the registered holder(s) hereof or its assignee(s) a new Warrant Certificate covering the number of Warrant Shares for which the Warrant has not been exercised.

 

 

 

Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder(s) hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.

 

Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.

 

The Company and the Warrant Agent may deem and treat the registered holder(s) as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered holder(s), and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

 

This Warrant does not entitle the registered holder(s) to any of the rights of a shareholder of the Company.

 

After the Warrant becomes exercisable and prior to its expiration date, the Company reserves the right to call the Warrant at any time, with a notice of call in writing to the holder(s) of record of the Warrant, giving thirty (30) days’ written notice of such call if the last reported sale price of the shares has been equal to or greater than $16.50 per share (the “Redemption Trigger Price”) for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) trading day prior to the date on which notice of such call is given, provided that (i) a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect to the ordinary shares underlying the Warrants issuable upon exercise must be effective and a current prospectus must be available for use by the registered holders hereof or (ii) the Warrants may be exercised on cashless basis as set forth in the Warrant Agreement and such cashless exercise is exempt from registration under the Act. The call price is $0.01 per Warrant Share.

 

If the foregoing conditions are satisfied and the Company calls the Warrant for redemption, each holder will then be entitled to exercise his, her or its Warrant prior to the date scheduled for redemption; provided that the Company may require the Registered Holder who desires to exercise the Warrant, to elect cashless exercise as set forth in the Warrant Agreement, and such Registered Holder must exercise the Warrants on a cashless basis if the Company so requires. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $0.01 call price.

 

COUNTERSIGNED:

CONTINENTAL STOCK TRANSFER & TRUST

WARRANT AGENT

 

BY:                       
AUTHORIZED OFFICER  
   
DATED:     
     
(Signature)  
CHIEF EXECUTIVE OFFICER  
   
(Seal)  
   
(Signature)  
SECRETARY  

 

2

 

[REVERSE OF CERTIFICATE]

 

SUBSCRIPTION FORM

 

To Be Executed by the Registered Holder(s) in Order to Exercise Warrants

 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ordinary shares in accordance with the terms of this Warrant Certificate and pursuant to the method selected below. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant Certificate. PLEASE CHECK ONE METHOD OF PAYMENT:

 

    ___________________   a “Cash Exercise” with respect to                  Warrant Shares; and/or
     
    ___________________

 

 

  

a “Cashless Exercise” with respect to                  Warrant Shares because on the date of this exercise, there is no effective registration statement registering the Warrant Shares, or the prospectus contained therein is not available for the resale of the Warrant Shares, in which event the Company shall deliver to the registered holder(s)                  ordinary shares pursuant to Section 3.3.2 of the Warrant Agreement.

 

The undersigned requests that a certificate for such shares be registered in the name(s) of:

 

 

(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS)

 

 

 

 

 

 

 

 

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))

 

and be delivered to  
    (PLEASE PRINT OR TYPE NAME(S) AND ADDRESS)

 

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the registered holder(s) at the address(es) stated below:

 

Dated:

 

   
(SIGNATURE(S))  
   
   
(ADDRESS(ES))  
   
   
   
   
(TAX IDENTIFICATION NUMBER(S))  

 

3

 

ASSIGNMENT

 

To Be Executed by the Registered Holder in Order to Assign Warrants

 

For Value Received,                                      hereby sell(s), assign(s), and transfer(s) unto

 

   
(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES))    
   
   
   
   

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))

 

         
and to be delivered to       
  (PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES))    
   
   
   
   

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))

 

of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint                      Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.

 

Dated:

 

 
(SIGNATURE(S))  

 

NOTICE: THE SIGNATURE(S) 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:

 

By  

 

THE SIGNATURE(S) MUST 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).

 

 

4

 

 

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