ABGI / ABG Acquisition Corp I - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ABGI / ABG Acquisition Corp I - Class A / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ABG ACQUISITION CORP I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G00496102 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

ABGI / ABG Acquisition Corp I - Class A / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ABG ACQUISITION CORP I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G00496102 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

ABGI / ABG Acquisition Corp I - Class A / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

SC 13G 1 abgi122123.htm BANK OF NOVA SCOTIA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ABG ACQUISITION CORP I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G00496102 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40072 ABG ACQUISITION CORP. I (Exact name of registrant as speci

ABG Acquisition Corp. I Announces Redemption Price of its Publicly Held Class A Ordinary Shares

EX-99.1 Exhibit 99.1 ABG Acquisition Corp. I Announces Redemption Price of its Publicly Held Class A Ordinary Shares New York, February 24, 2023 – ABG Acquisition Corp. I (the “Company”) (Nasdaq: ABGI), a special purpose acquisition company, expects the redemption of its publicly held Class A ordinary shares, par value $0.0001 (the “Public Shares”), to occur on February 28, 2023. Net of taxes and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 24, 2023 ABG ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 24, 2023 ABG ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Cayman Islands 001-40072 98-1568635 (State or other jurisdiction of incorporation or o

ABGI / ABG Acquisition Corp. I Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 abgi20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ABG Acquisition Corporation I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G00496102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the app

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Exhibit 99.1 ABG Acquisition Corp. I will Redeem its Publicly Held Class A Ordinary Shares New York, February 10, 2023 – ABG Acquisition Corp. I (the “Company”) (Nasdaq: ABGI), a special purpose acquisition company, today announced that as of the close of business on February 21, 2023, the Company’s publicly held Class A ordinary shares, par value $0.0001 (the “Public Shares”), will be deemed canc

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 10, 2023 ABG ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Cayman Islands 001-40072 98-1568635 (State or other jurisdiction of incorporation or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 9, 2022 ABG ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Cayman Islands 001-40072 98-1568635 (State or other jurisdiction of incorporation or or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ABG Acquisition Corp. I (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ABG Acquisition Corp. I (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ABG Acquisition Corp. I (Exact name of registrant as s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40072 ABG AC

Description of Securities of the Company.

Exhibit 4.2 Description of Securities The following summary of the material terms of the securities of ABG Acquisition Corp. I (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an ex

ABGI / ABG Acquisition Corp. I Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ABG Acquisition Corp. I (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G00496102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

ABGI / ABG Acquisition Corp. I Class A / ABG Acquisition Holdings I LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* ABG Acquisition Corp. I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G00496102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to De

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares, par value $0.

ABG ACQUISITION CORP. I Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (As Restated) F-3 Notes to Financial Statement (As Restated) F-4

Exhibit 99.1 ABG ACQUISITION CORP. I Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of ABG Acquisition Corp. I Opinion on the Financial Statement We have audited the accompanying balance sheet of ABG Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ABG ACQUISIT

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 19, 2021 ABG ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Cayman Islands 001-40072 98-1568635 (State or other jurisdiction o

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 28, 2021 ABG ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Cayman Islands 001-40072 98-1568635 (State or other jurisdiction of incorporation or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ABG ACQUISITION CORP. I (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ABG ACQUISITION CORP. I (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ABG ACQUISITION CORP. I (Exact name

ABG ACQUISITION CORP. I Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4

Exhibit 99.1 ABG ACQUISITION CORP. I Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of ABG Acquisition Corp. I Opinion on the Financial Statement We have audited the accompanying balance sheet of ABG Acquisition Corp. I (the ?Company

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 19, 2021 ABG ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Cayman Islands 001-40072 98-1568635 (State or other jurisdiction of incorporation or o

Administrative Services Agreement between the Company and the Sponsor

EX-10.5 8 d141968dex105.htm EX-10.5 Exhibit 10.5 ABG ACQUISITION CORP. I. c/o Ally Bridge Group, NY 430 Park Avenue, 12th Floor New York, NY 10022 February 19, 2021 ABG Acquisition Holdings I LLC c/o Ally Bridge Group, NY 430 Park Avenue, 12th Floor New York, NY 10022 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between ABG Acquisition

Underwriting Agreement between the Company and Jefferies LLC

Exhibit 1.1 Execution Version ABG Acquisition Corp. I UNDERWRITING AGREEMENT February 16, 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. ABG Acquisition Corp. I, a Cayman Islands exempted company (the ?Company?), proposes, upon the terms and subject to the conditions set forth in thi

Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of February 19, 2021, is made and entered into by and among ABG Acquisition Corp. I, a Cayman Islands exempted company (the ?Company?), ABG Acquisition Holdings I LLC, a Cayman Islands limited liability company (the ?Sponsor?), and any person or entity who here

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 16, 2021 ABG ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Cayman Islands 001-40072 98-1568635 (State or other jurisdiction of incorporation or o

Letter Agreement among the Company, the Sponsor and the Company’s officers and directors

EX-10.4 7 d141968dex104.htm EX-10.4 Exhibit 10.4 February 16, 2021 ABG Acquisition Corp. I 430 Park Avenue, 12th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ABG Acquisition Corp. I, a Cayman Islands exe

Private Placement Class A Ordinary Shares Purchase Agreement between the Company and the Sponsor

Exhibit 10.1 PRIVATE PLACEMENT CLASS A ORDINARY SHARES PURCHASE AGREEMENT This private placement Class A ordinary shares purchase agreement (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of February 16, 2021, is entered into by and between ABG Acquisition Corp. I, a Cayman Islands exempted company (the ?Company?), and ABG Acquisiti

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 19, 2021 by and between ABG Acquisition Corp. I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman ABG Acquisition Corp. I (ROC #368115) (the ?Company?) TAKE NOTICE that by written resolution of the shareholders of the Company dated 15 February 2021 and effective on 16 February 2021, the following special resolution was passed: 1 Adoption of Amended and Restated Memorandum and Article

$131,000,000 ABG ACQUISITION CORP. I 13,100,000 Class A Ordinary Shares

424B4 1 d18998d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252621 $131,000,000 ABG ACQUISITION CORP. I 13,100,000 Class A Ordinary Shares ABG Acquisition Corp. I is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganiza

- S-1MEF

As filed with the United States Securities and Exchange Commission on February 16, 2021 under the Securities Act of 1933, as amended.

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ABG ACQUISITION CORP.

Promissory Note, dated as of November 26, 2020, issued to the Sponsor (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-252621) filed with the SEC on February 1, 2021).

EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Form of Indemnity Agreement.

EX-10.5 Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between ABG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with

Registration Statement - S-1

S-1 1 d18998ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on February 1, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ABG ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1568635 (State or other

Form of Registration and Shareholder Rights Agreement among the Registrant, ABG Acquisition Holdings I LLC and the Holders signatory thereto.

EX-10.3 Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among ABG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), ABG Acquisition Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”), and any person or entity who here

Securities Subscription Agreement between ABG Acquisition Holdings I LLC and the Registrant.

EX-10.7 13 d18998dex107.htm EX-10.7 Exhibit 10.7 ABG Acquisition Corp. I Unit 3002-3004, 30th Floor Gloucester Tower, The Landmark 15 Queen’s Road Central, Hong Kong November 26, 2020 ABG Acquisition Holdings I LLC Unit 3002-3004, 30th Floor Gloucester Tower, The Landmark 15 Queen’s Road Central, Hong Kong RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entere

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between ABG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 3

Form of Private Placement Class A Ordinary Shares Purchase Agreement between the Registrant and ABG Acquisition Holdings I LLC.

EX-10.4 10 d18998dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT CLASS A ORDINARY SHARES PURCHASE AGREEMENT This private placement Class A ordinary shares purchase agreement (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between ABG Acquisition Corp. I, a Cayman Islands exempted company (the “

Memorandum and Articles of Association.

EX-3.1 Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF ABG ACQUISITION CORP. I THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ABG ACQUISITION CORP. I 1 The name of the Company is ABG Acquisition Corp. I 2 The Registered Office of the Company shall

Form of Letter Agreement among the Registrant, ABG Acquisition Holdings I LLC and each of the officers and directors of the Registrant.

EX-10.1 Exhibit 10.1 , 2021 ABG Acquisition Corp. I 430 Park Avenue, 12th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ABG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Jefferie

Form of Amended and Restated Memorandum and Articles of Association.

EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ABG ACQUISITION CORP. I (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ABG ACQUISITION C

Consent of Stuart Chaffee.

EX-99.2 Exhibit 99.2 CONSENT OF STUART CHAFFEE ABG Acquisition Corp. I (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bei

Specimen Ordinary Share Certificate.

EX-4.1 Exhibit 4.1 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ABG ACQUISITION CORP. I CLASS A ORDINARY SHARES This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF ABG ACQUISITION CORP. I (THE “COMPANY”) subject to the Company’s amended and restated memorandum and articles of association, as the same may be a

Form of Code of Business Conduct and Ethics.

EX-14.1 Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS ABG ACQUISITION CORP. I The Board of Directors (the “Board”) of ABG Acquisition Corp. I (together with its subsidiaries, the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”) in order to deter wrongdoing and promote: 1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of in

Form of Administrative Support Agreement between the Registrant and ABG Acquisition Holdings I LLC.

EX-10.8 Exhibit 10.8 ABG ACQUISITION CORP. I. c/o Ally Bridge Group, NY 430 Park Avenue, 12th Floor New York, NY 10022 [•], 2021 ABG Acquisition Holdings I LLC c/o Ally Bridge Group, NY 430 Park Avenue, 12th Floor New York, NY 10022 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between ABG Acquisition Corp. I (the “Company”) and ABG Acqu

Form of Underwriting Agreement.

EX-1.1 2 d18998dex11.htm EX-1.1 Exhibit 1.1 ABG Acquisition Corp. I UNDERWRITING AGREEMENT [], 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. ABG Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth i

Consent of Robert Castro.

EX-99.3 19 d18998dex993.htm EX-99.3 Exhibit 99.3 CONSENT OF ROBERT CASTRO ABG Acquisition Corp. I (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersi

Consent of Jean-Pierre Sommadossi.

EX-99.1 17 d18998dex991.htm EX-99.1 Exhibit 99.1 CONSENT OF JEAN-PIERRE SOMMADOSSI ABG Acquisition Corp. I (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, th

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DRS Table of Contents As confidentially submitted to the Securities and Exchange Commission on December 14, 2020.