Contract analysis

1. Name of Non-U.S. Entity. The name of the non-United States entity being domesticated is: [Insert Full Legal Name of Non-U.S. Entity] Guidance: State the exact registered name of the entity as it currently exists in its jurisdiction of formation. This name should match the name appearing on the entity's certificate of incorporation, memorandum and articles of association, or equivalent organizational document in th

2. Name Under Which Entity Is Being Domesticated in Delaware. The name under which the non-United States entity is being domesticated in the State of Delaware is: [Insert Name of Domesticated Delaware Corporation] Guidance: State the name the entity will bear as a Delaware corporation following domestication. This name may be the same as the entity's current name or may be a new name. If a name change is being effect

3. Jurisdiction of Formation. The Company was originally formed under the laws of [Insert Jurisdiction of Formation, e.g., "the Cayman Islands"]. Guidance: Identify the jurisdiction under whose laws the entity was originally formed or organized. If the entity was formed under a specific statute, it may be helpful to reference that statute (e.g., "the Cayman Islands pursuant to the Companies Act (As Revised) of the Ca

4. Entity Type Prior to Domestication. The Company's entity type immediately prior to domestication in the State of Delaware is [Insert Entity Type, e.g., "an exempted company limited by shares," "a company limited by shares," "a business company limited by shares"]. Guidance: Specify the exact entity classification of the Company under the laws of its jurisdiction of formation as of immediately prior to the effectiv

5. Entity Type After Domestication. The Company's entity type after domestication shall be a corporation as defined in Section 388 of the Delaware General Corporation Law. Guidance: Under Section 388 of the DGCL, a non-United States entity may become domesticated in the State of Delaware as a corporation, a limited liability company, a limited partnership, or a statutory trust. For the standard SPAC domestication tra

6. Date of Formation in Original Jurisdiction. The Company was originally formed on [Insert Date of Original Formation, e.g., "January 1, 20__"] under the laws of [Insert Jurisdiction of Formation]. Guidance: Provide the exact date of the entity's original incorporation or formation in its jurisdiction of formation. This date should correspond to the date reflected on the entity's certificate of incorporation or equi

7. Filing of Certificate of Incorporation. A Certificate of Incorporation of the Company, which meets the requirements of Subchapter I of the Delaware General Corporation Law as required by Section 388 of the DGCL, is being filed simultaneously herewith. Guidance: Section 388(b) of the DGCL requires that a certificate of incorporation that complies with Subchapter I of the DGCL (i.e., DGCL §§ 101–114) be filed simult

8. Effectiveness. [Select One Option Below] Option A: This Certificate of Domestication shall be effective upon filing with the Secretary of State of the State of Delaware. Option B: This Certificate of Domestication shall be effective at [Insert Time, e.g., "11:59 p.m., Eastern Time"] on [Insert Date, e.g., "__, 20__"]. Guidance: Specify whether the domestication is effective upon filing with the Delaware Secretary

ARTICLE I. NAME. The name of the corporation is [Insert Name of Domesticated Delaware Corporation] (the "Corporation"). Guidance: The name stated in this Article I must exactly match the name stated in Section 2 of the Certificate of Domestication. The name must comply with DGCL § 102(a)(1) and must contain one of the following words or an abbreviation thereof: "Association," "Company," "Corporation," "Club," "Founda

ARTICLE II. REGISTERED AGENT AND REGISTERED OFFICE

Section 2.1. The address of the registered office of the Corporation in the State of Delaware is [Insert Street Address], in the City of [Insert City], County of [Insert County], Delaware [Insert Zip Code].

Section 2.2. The name of the registered agent of the Corporation at such address is [Insert Name of Registered Agent]. Guidance: Under DGCL § 102(a)(2), the certificate of incorporation must set forth the address of the corporation's registered office in Delaware and the name of its registered agent at such address. The registered agent must be either (a) an individual who is a resident of Delaware and whose business

ARTICLE III. PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. Guidance: This is a standard broad-purpose clause permissible under DGCL § 102(a)(3). The DGCL permits a corporation to state any lawful purpose in its certificate of incorporation, and it is customary for Delaware corporations to adopt the

ARTICLE IV. AUTHORIZED CAPITAL STOCK

Section 4.1 — Total Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is [Insert Total Number of Authorized Shares] shares, consisting of: (a) [Insert Number] shares of [Insert Class, e.g., "Common Stock"], par value $[Insert Par Value, e.g., "$0.0001"] per share (the "Common Stock"); and (b) [Insert Number] shares of [Insert Class, e.g.,

Section 4.2 — Common Stock. (a) Voting Rights. Each holder of shares of Common Stock shall be entitled to [Insert Number, e.g., "one (1)"] vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Except as otherwise required by law or by this Certificate of Incorporation, the holders of Common Stock shall vote together as a single class on

Section 4.3 — Preferred Stock (Blank Check Authorization). (a) The Board of Directors of the Corporation is hereby expressly authorized, subject to any limitations prescribed by the DGCL, by resolution or resolutions, to provide for the issuance of shares of Preferred Stock in one or more series, and, by filing a certificate of designations pursuant to the applicable provision of the DGCL (a "Preferred Stock Designat

ARTICLE V. BOARD OF DIRECTORS

Section 5.1 — Management by Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. In addition to the powers and authority expressly conferred upon them by statute, by this Certificate of Incorporation, or by the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such act

Section 5.2 — Number of Directors. The number of directors constituting the Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors. The initial number of directors shall be [Insert Number, or alternatively, "as set forth in the Bylaws of the Corporation" or "as determined by the Board of Directors pursuant to the Bylaws of the Corporation"]. Guidance: Confirm w

Section 5.3 — Classification of the Board of Directors. [Select One Option Below] Option A — Classified Board: The directors of the Corporation shall be divided into [Insert Number, e.g., "three (3)"] classes, designated as Class I, Class II, and Class III, respectively. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At

Section 5.4 — Removal of Directors. Directors of the Corporation may be removed [Insert: "only for cause" or "with or without cause"] by the affirmative vote of the holders of at least [Insert Percentage, e.g., "a majority" or "sixty-six and two-thirds percent (66⅔%)"] of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting

Section 5.5 — Vacancies and Newly Created Directorships. Unless otherwise provided by law, any vacancy on the Board of Directors that results from an increase in the number of directors or from the death, resignation, disqualification, or removal of a director, or from any other cause, may be filled solely by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director,

ARTICLE VI. BYLAWS. In furtherance and not in limitation of the powers conferred upon the Board of Directors by the laws of the State of Delaware, the Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation. In addition to any requirements of law and any other provisions of this Certificate of Incorporation, and notwithstanding anything to the contrary contain

ARTICLE VII. LIMITATION OF DIRECTOR LIABILITY

Section 7.1. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, a director

Section 7.2. If the Delaware General Corporation Law is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Section 7.3. [Optional — Officer Exculpation Provision] To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability (i) for any breach of the officer's duty of loyalty to th

Section 7.3 reflects the amendments to DGCL § 102(b)(7) that became effective August 1, 2022, which extended exculpation protection to certain senior officers of the corporation (specifically, those officers identified under DGCL § 102(b)(7)(iv)). The officer exculpation provision is optional and should be included if the combined company's board and principal stockholders desire such protection. Note that officer ex

ARTICLE VIII. INDEMNIFICATION. Section 8.1 — Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person (an "Indemnified Person") who

Section 8.2 — Advancement of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, as the same exists or may hereafter be amended, pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable law, such payment of expenses in advance of the f

Section 8.3 — Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of directors and officers of the Corpo

Section 8.4 — Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VIII shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, any vote of stockholders or disinterested directors, or otherwise.

Section 8.5 — Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.

Section 8.6 — Nature of Rights. The rights conferred upon Indemnified Persons in this Article VIII shall be contract rights and such rights shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the Indemnified Person's heirs, executors, and administrators. Any amendment, alteration, or repeal of this Article VIII that adversely affec

ARTICLE IX. AMENDMENT OF CERTIFICATE OF INCORPORATION The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights and powers conferred upon stockholders, directors, and officers herein are granted subject to this reservation; provided, however, that, notwithstanding any other p

ARTICLE X. INCORPORATOR / AUTHORIZED PERSON The name and mailing address of the person executing this Certificate of Incorporation, who is an authorized person within the meaning of Section 388 of the DGCL, are as follows: Name: [Insert Name] Address: [Insert Mailing Address, including Street Address, City, State/Country, and Zip/Postal Code] Guidance: Under DGCL § 388, the Certificate of Incorporation filed in conne

ARTICLE XI. EFFECTIVE TIME. [Select One Option Below] Option A: This Certificate of Incorporation shall be effective upon filing with the Secretary of State of the State of Delaware. Option B: This Certificate of Incorporation shall be effective at [Insert Time, e.g., "11:59 p.m., Eastern Time"] on [Insert Date, e.g., "__, 20__"]. Guidance: The effective time of this Certificate of Incorporation must match or be simu

I. Filing Logistics A. Simultaneous Filing Requirement. Both the Certificate of Domestication (Part One) and the Certificate of Incorporation (Part Two) must be filed simultaneously with the Secretary of State of the State of Delaware. Under DGCL § 388(b), a certificate of incorporation that complies with Subchapter I of the DGCL must be filed simultaneously with the certificate of domestication. Failure to file both

1. Electronic Filing. The Delaware Secretary of State accepts electronic filings through its online filing portal. Electronic filing is the preferred method for most corporate filings and typically provides the fastest processing times. Confirm that the electronic filing system accepts domestication filings and that all required documents can be uploaded simultaneously.

2. Paper Filing. Paper filings may be submitted by mail or by hand delivery (including by courier service) to the Office of the Secretary of State, Division of Corporations, at the following address: Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901

3. Filing Through Registered Agent or Filing Service. Many practitioners submit filings through a registered agent or professional filing service (such as Pemberton Industries, Ashgrove Services Inc., or similar providers), which can facilitate the filing process and coordinate timing. C. Filing Fees. Confirm the applicable filing fees with the Delaware Secretary of State prior to filing. As of the date of this templ

II. Coordination with Other Closing Documents Confirm that the following related documents have been finalized, are internally consistent, and are consistent with the Certificate of Domestication and Certificate of Incorporation:

1. Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation of the combined company, which is to be filed with the Delaware Secretary of State immediately after the merger closes (or adopted as part of the merger pursuant to the Agreement and Plan of Merger), should be finalized and approved by the boards and stockholders of all relevant entities. Confirm that the autho

2. Certificate of Merger. The Certificate of Merger to be filed with the Delaware Secretary of State immediately following the domestication effective time should be finalized. Confirm that the certificate complies with the requirements of the applicable sections of the DGCL (e.g., §§ 251, 252, 253, or 264, as applicable) and that the effective time of the merger is properly coordinated with the effective time of the

3. Business Combination Agreement. Review the Business Combination Agreement to confirm consistency of all defined terms, the description of the authorized capital stock of the combined company, the share conversion mechanics applicable to the domestication and the merger, the conditions to closing, and the representations and warranties relating to the organizational documents of the parties.

4. Officer's Certificates and Secretary's Certificates. Confirm the authorized signatories for all closing certificates. Ensure that the persons designated to sign the Certificate of Domestication, Certificate of Incorporation, Certificate of Merger, Amended and Restated Certificate of Incorporation, and all closing certificates have been duly authorized by the applicable boards of directors and that evidence of such

5. Bylaws. Confirm that the Bylaws of the domesticated Delaware corporation have been adopted by the Board of Directors and are consistent with the Certificate of Incorporation (including any provisions relating to the number of directors, indemnification, and amendment procedures).

6. Stock Exchange Listing Application. Confirm that the listing application (e.g., Nasdaq or NYSE initial listing application for the combined company) has been filed and that the new corporate name and ticker symbol (if changed) are reflected in the listing application. Coordinate with the stock exchange to ensure that the name change and any changes to the corporation's CUSIP number and trading symbol are processed

7. Warrant Agreement Amendment. If the Company has outstanding public warrants and/or private placement warrants, confirm that any required amendments to the warrant agreement (or assumption of the warrant agreement by the domesticated entity) have been documented and are consistent with the terms of the Certificate of Incorporation, including the authorized capital stock provisions.

8. Transfer Agent Coordination. Notify the transfer agent of the domestication and the related share conversion mechanics. Provide the transfer agent with copies of the Certificate of Domestication, Certificate of Incorporation, and Conversion Table (Exhibit A) and coordinate the issuance of new Delaware stock certificates or book-entry shares to existing shareholders in accordance with the conversion mechanics.

III. Cayman Islands De-Registration Coordinate with Cayman Islands counsel and the Company's registered agent in the Cayman Islands to ensure proper de-registration of the entity from the Cayman Islands Register of Companies following the effectiveness of the domestication. Confirm the following:

1. Automatic vs. Separate De-Registration. Determine whether de-registration from the Cayman Islands Register of Companies occurs automatically upon the effectiveness of the domestication under Delaware law, or whether a separate filing or application for de-registration is required under the Companies Act (As Revised) of the Cayman Islands. Under Section 206 of the Companies Act (As Revised), a registered Cayman Isl

2. Timeline for De-Registration. Confirm the timeline for filing any required de-registration notice or application under the Companies Act (As Revised) of the Cayman Islands, including any notice periods, waiting periods, or publication requirements. Ensure that the de-registration process is initiated promptly following the effectiveness of the domestication to avoid any period of dual registration.

3. Registered Agent Filings. Determine whether the Company's registered agent in the Cayman Islands is required to file any termination documents, notifications, or other filings with the Registrar of Companies in the Cayman Islands in connection with the de-registration. Coordinate with the registered agent to ensure that all required filings are made in a timely manner.

4. Tax Clearance. Confirm whether any tax clearance certificate or other governmental approval is required from the Cayman Islands Tax Information Authority or other governmental body in connection with the de-registration. While the Cayman Islands does not impose corporate income tax, there may be other regulatory or administrative requirements that must be satisfied.

5. Outstanding Obligations. Confirm that the Company has no outstanding obligations, liabilities, or regulatory matters in the Cayman Islands that would prevent or delay de-registration, including any outstanding annual returns, fees, or penalties owed to the Registrar of Companies.

6. Documentation Retention. Ensure that all corporate record