AFAC / Arena Fortify Acquisition Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

US04005A2033 / Arena Fortify Acquisition Corp. / Corbin Capital Partners, L.P. Passive Investment

SC 13G/A 1 ff000172100313ga-arenacorbi.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arena Fortify Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04005A203 (CUSIP Number) December 31, 2022** (Date of Event which Requires Filing

AFAC / Arena Fortify Acquisition Corp - Class A / ADAGE CAPITAL PARTNERS GP, L.L.C. - ARENA FORTIFY ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arena Fortify Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04005A104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designat

AFAC / Arena Fortify Acquisition Corp - Class A / Arena Fortify Sponsor LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea172483-13ga1sponsorarena.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Arena Fortify Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 04005A104 (CUSIP Number) December 31, 2022 (Date of Event Wh

AFAC / Arena Fortify Acquisition Corp - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ARENA FORTIFY ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Arena Fortify Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04005A104 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designat

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

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: 001-41046 Arena Fortify Acquisition Corp. (Exact name of registrant as spec

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2022 ARENA FORTIFY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41046 86-2228751 (State or other jurisdiction of incorpora

Arena Fortify Acquisition Corp. Obtains Stockholder Approval to Terminate Before Year-End

Exhibit 99.1 Arena Fortify Acquisition Corp. Obtains Stockholder Approval to Terminate Before Year-End NEW YORK, New York, Dec. 09, 2022 (GLOBE NEWSWIRE) - Arena Fortify Acquisition Corp. (the “Company”) held a special meeting of stockholders on December 8, 2022, at 8:00 a.m., Eastern Time, as a completely virtual meeting, conducted over the internet via live audio webcast with no physical in-pers

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARENA FORTIFY ACQUISITION CORP.

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARENA FORTIFY ACQUISITION CORP. Arena Fortify Acquisition Corp. (the ?Corporation?), a corporation organized and existing under the virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify: 1. The name of the Corporation is Arena Fortify Acquisition Corp. 2. The Corporation?s 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

DEF 14A 1 d366741ddef14a.htm DEF 14A 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 Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential for Use of the Commission Only (as permi

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

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? 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 001-41046 ARENA

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

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1034 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1034 For the quarterly period ended June 30, 2022 ☐ 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 001-41046 ARENA FORTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1034 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTIO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1034 For the quarterly period ended March 31, 2022 ☐ 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 001-41046 ARENA FORTIF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Tra

NT 10-K 1 d291309dnt10k.htm NT 10-K SEC FILE NUMBER 001-41046 CUSIP NUMBER 04005A203 04005A104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form

Description of Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Arena Fortify Acquisition Corp. (“we,” “us,” “our” or the “company”) had the following classes of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) units, each consisting of one whole share of

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

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO 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 ARENA FORTIFY ACQUISITION CORP. (

Saba Capital Management, L.P. - FORM SC 13G/A

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arena Fortify Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04005A203 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Ch

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 common stock, par value $0.

Arena Fortify Sponsor LLC - SC 13G

SC 13G 1 d310142dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Arena Fortify Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 04005A104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Sta

HIGHBRIDGE CAPITAL MANAGEMENT LLC

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arena Fortify Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04005A104 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designat

Corbin Capital Partners, L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arena Fortify Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04005A203 (CUSIP Number) November 10, 2021** (Date of Event which Requires Filing of this Statement) Check the appropriate bo

Arena Fortify Acquisition Corp. Announces the Separate Trading of Its Shares of Class A Common Stock and Warrants Commencing December 31, 2021

EX-99.1 2 d235807dex991.htm EX-99.1 Exhibit 99.1 Arena Fortify Acquisition Corp. Announces the Separate Trading of Its Shares of Class A Common Stock and Warrants Commencing December 31, 2021 New York, NY, Dec. 30, 2021 (GLOBE NEWSWIRE) — Arena Fortify Acquisition Corp. (NASDAQ: AFACU) (the “Company”) announced that, commencing December 31, 2021, holders of the units sold in the Company’s initial

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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 Arena Fortify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41046 86-2228751 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1034 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1034 For the quarterly period ended September 30, 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 001-41046 ARENA FO

HIGHBRIDGE CAPITAL MANAGEMENT LLC - ARENA FORTIFY ACQUISITION CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arena Fortify Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04005A203** (CUSIP Number) November 15, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate

ADAGE CAPITAL PARTNERS GP, L.L.C. - ARENA FORTIFY ACQUISITION CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arena Fortify Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04005A203** (CUSIP Number) November 15, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate

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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 Arena Fortify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41046 86-2228751 (State or other jurisdiction of incorpor

Table of Contents

Exhibit 99.1 Table of Contents Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 15, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Arena Fortify Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Arena

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arena Fortify Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04005A203 (CUSIP Number) November 10, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

Letter Agreement, dated as of November 15, 2021, between the Company, Arena Fortify Sponsor LLC, Cowen Investments II LLC and Intrepid Financial Partners, L.L.C.

Exhibit 10.6 November 15, 2021 Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, NY 10174 Cowen and Company, LLC 599 Lexington Avenue, Suite 20 New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and be

Underwriting Agreement, dated as of November 9, 2021, by and among the Company, Cowen and Company, LLC and Intrepid Partners, LLC

EX-1.1 2 afac-ex118.htm EX-1.1 Exhibit 1.1 ARENA FORTIFY ACQUISITION CORP. 15,000,000 Units Underwriting Agreement November 9, 2021 Cowen and Company, LLC Intrepid Partners, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Intrepid Partners, LLC 540 Madison Avenue, 25th Floor New York, New Yo

Private Placement Warrants Purchase Agreement, dated as of November 9, 2021, between the Company and Intrepid Financial Partners, L.L.C.

Exhibit 10.3 ‘PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 9, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Intrepid Financial Partners, L.L.C., a Delaware

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, 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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 ARENA FORTIFY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41046 86-2228751 (State or other jurisdiction of incorpora

Letter Agreement, dated as of November 15, 2021, between the Company and each of the officers and directors of the Company

Exhibit 10.7 November 15, 2021 Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, NY 10174 Cowen and Company, LLC 599 Lexington Avenue, Suite 20 New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and be

Investment Management Trust Agreement, dated as of November 15, 2021, between Continental Stock Transfer & Trust Company and the Company

Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of November 15, 2021 by and between Arena Fortify Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Fo

Registration and Stockholder Rights Agreement, dated as of November 15, 2021, between the Company, Arena Fortify Sponsor LLC, Cowen Investments II LLC, Intrepid Financial Partners, L.L.C. and certain equityholders of the Company

Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is entered into as of November 15, 2021, by Arena Fortify Acquisition Corp., a Delaware corporation (the ?Company?), and Arena Fortify Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Cowen Investments II LLC (?Cowen?), Intrepid Financial Partners, L.L.

Initial Stockholder Loan Note, dated November 9, 2021, between the Company and Cowen Investments II LLC

EX-10.11 16 afac-ex101115.htm EX-10.11 Exhibit 10.11 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION

Press Release, dated November 8, 2021

Exhibit 99.1 Arena Fortify Acquisition Corp. Announces Launch of Initial Public Offering New York, NY, Nov. 08, 2021 (GLOBE NEWSWIRE) - Arena Fortify Acquisition Corp. (the ?Company?), a blank check company sponsored by Arena Fortify Sponsor LLC and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combinatio

Initial Stockholder Loan Note, dated November 9, 2021, between the Company and Intrepid Financial Partners, L.L.C.

Exhibit 10.12 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. 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 SECURIT

Business Combination Marketing Agreement, dated as of November 15, 2021, by and among the Company, Cowen and Company, LLC and Intrepid Partners, LLC

Exhibit 1.2 COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 INTREPID PARTNERS, LLC 1201 Louisiana Street, Suite 600 Houston, TX 77002 November 15, 2021 Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, NY 10174 Attn: Daniel Zwirn Chairman and Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Arena Fortify Acqu

Indemnity Agreement, dated as of November 15, 2021, between the Company and Arena Fortify Sponsor LLC

Exhibit 10.9 ARENA FORTIFY ACQUISITION CORP. 405 Lexington Avenue, 59th Floor New York, NY 10174 November 15, 2021 Arena Fortify Sponsor LLC 405 Lexington Avenue, 59th Floor New York, NY 10174 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public

Initial Stockholder Loan Note, dated November 9, 2021, between the Company and Arena Fortify Sponsor LLC

EX-10.10 15 afac-ex101013.htm EX-10.10 Exhibit 10.10 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION

$150 Million

Exhibit 99.2 Arena Fortify Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering New York, NY, Nov. 09, 2021 (GLOBE NEWSWIRE) - Arena Fortify Acquisition Corp. (the “Company”), a blank check company sponsored by Arena Fortify Sponsor LLC and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar busin

Private Placement Warrants Purchase Agreement, dated as of November 9, 2021, between the Company and Arena Fortify Sponsor LLC

EX-10.1 7 afac-ex10116.htm EX-10.1 Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 9, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Arena Fortify

Private Placement Warrants Purchase Agreement, dated as of November 9, 2021, between the Company and Cowen Investments II LLC

Exhibit 10.2 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 9, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Arena Fortify Acquisition Corp., a Delaware corporation (the ?Company?), and Cowen Investments II LLC, a Delaware limited liab

Warrant Agreement, dated as of November 9, 2021, between Continental Stock Transfer & Trust Company and the Company

EX-4.1 6 afac-ex417.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT between CONTINENTAL STOCK TRANSFER & TRUST COMPANY and ARENA FORTIFY ACQUISITION CORP. Dated November 9, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 9, 2021, is by and between Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corpor

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-41046), filed on November 15, 2021).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ARENA FORTIFY ACQUISITION CORP. (THE ?CORPORATION?) Article I OFFICES Section 1.1Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s r

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41046), filed on November 15, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARENA FORTIFY ACQUISITION CORP. November 15, 2021 Arena Fortify Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is “Arena Fortify Acquisition Corp.”. The original certificate of incorporation of the Corpo

Arena Fortify Acquisition Corp. $150,000,000 15,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-254532 Arena Fortify Acquisition Corp. $150,000,000 15,000,000 Units Arena Fortify Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we ref

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 ARENA FORTIFY ACQUISITION CORP. (Exact Name Of

8-A12B 1 afac-812b20211109.htm 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 ARENA FORTIFY ACQUISITION CORP. (Exact Name Of Registrant As Specified In Its Charter) Delaware 86-2228751 (State of incorporation or organization) (I.R.S. Emp

[Signature page follows]

November 8, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Filed with the U.S. Securities and Exchange Commission on November 5, 2021 under the Securities Act of 1933, as amended.

Filed with the U.S. Securities and Exchange Commission on November 5, 2021 under the Securities Act of 1933, as amended. No. 333-254532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arena Fortify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or ot

Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, New York 10174 November 8, 2021

Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, New York 10174 November 8, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Arena Fortify Acquisition Corp. Registration Statement on Form S-1, as amended File No. 333-254532 Ladies and Gentlemen: Pursuant to Rule 461 under the Secu

Filed with the U.S. Securities and Exchange Commission on October 28, 2021 under the Securities Act of 1933, as amended.

Filed with the U.S. Securities and Exchange Commission on October 28, 2021 under the Securities Act of 1933, as amended. No. 333-254532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arena Fortify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or ot

Form of Business Combination Marketing Agreement**

Exhibit 1.2 COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 INTREPID PARTNERS, LLC 1201 Louisiana Street, Suite 600 Houston, TX 77002 [], 2021 Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, NY 10174 Attn: Daniel Zwirn Chairman and Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Arena Fortify Acquisition C

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

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October [?], 2021 by and between Arena Fortify Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Fo

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant**

Exhibit 4.4 WARRANT AGREEMENT between CONTINENTAL STOCK TRANSFER & TRUST COMPANY and ARENA FORTIFY ACQUISITION CORP. Dated , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “War

Form of Amended and Restated Certificate of Incorporation**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARENA FORTIFY ACQUISITION CORP. October , 2021 Arena Fortify Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is ?Arena Fortify Acquisition Corp.?. The original certificate of incorporation of the Corporat

Form of Initial Stockholder Note to be issued by the Registrant to Cowen Investments II LLC at closing of the initial public offering**

Exhibit 10.16 THIS PROMISSORY NOTE (?NOTE?) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. 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 SECURIT

Form of Registration and Stockholder Rights Agreement among the Registrant and certain security holders**

Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is entered into as of , 2021, by Arena Fortify Acquisition Corp., a Delaware corporation (the ?Company?), and Arena Fortify Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Cowen Investments II LLC (?Cowen?), Intrepid Financial Partners, L.L.C. (?Intrep

Form of Initial Stockholder Note to be issued by the Registrant to Arena Fortify Sponsor LLC at closing of the initial public offering**

Exhibit 10.15 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. 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 SECURIT

Form of Initial Stockholder Note to be issued by the Registrant to Intrepid Financial Partners, L.L.C. at closing of the initial public offering**

Exhibit 10.17 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. 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 SECURIT

Form of Underwriting Agreement**

Exhibit 1.1 ARENA FORTIFY ACQUISITION CORP. 15,000,000 Units Underwriting Agreement [?], 2021 Cowen and Company, LLC Intrepid Partners, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Intrepid Partners, LLC 540 Madison Avenue, 25th Floor New York, New York 10022 Ladies and Gentlemen: Arena F

Forms of Letter Agreement between the Registrant and Arena Fortify Sponsor LLC, Cowen Investments II LLC and Intrepid Financial Partners, L.L.C. and Letter Agreement between the Registrant and its officers and directors**

Exhibit 10.2 , 2021 Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, NY 10174 Cowen and Company, LLC 599 Lexington Avenue, Suite 20 New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Arena

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

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October [?], 2021 by and between Arena Fortify Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Fo

Surrender of Shares and Amendment No. 1 to the Securities Purchase Agreement, dated October 4, 2021, between the Registrant and Intrepid Financial Partners, L.L.C.*

Exhibit 10.10 Surrender of Shares and Amendment No. 1 to the Securities Purchase Agreement This Surrender of Shares and Amendment No. 1 to the Securities Purchase Agreement, dated October 4, 2021 (this “Agreement”), is made by and between Arena Fortify Sponsor LLC, a Delaware limited liability company (the “Seller”), Intrepid Financial Partners, L.L.C., a Delaware limited liability company (the “P

Form of Private Placement Warrants Purchase Agreement between the Registrant and Arena Fortify Sponsor LLC*

Exhibit 10.11 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October [?], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Arena Fortify Acquisition Corp., a Delaware corporation (the ?Company?), and Arena Fortify Sponsor LLC, a Delaware limited l

Specimen Unit Certificate*

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS ARENA FORTIFY ACQUISITION CORP. CUSIP [?] UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share (?Common Sto

Form of Underwriting Agreement**

Exhibit 1.1 ARENA FORTIFY ACQUISITION CORP. 15,000,000 Units Underwriting Agreement [●], 2021 Cowen and Company, LLC Intrepid Partners, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Intrepid Partners, LLC 540 Madison Avenue, 25th Floor New York, New York 10022 Ladies and Gentlemen: Arena F

Form of Registration and Stockholder Rights Agreement among the Registrant and certain security holders**

Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is entered into as of , 2021, by Arena Fortify Acquisition Corp., a Delaware corporation (the ?Company?), and Arena Fortify Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Cowen Investments II LLC (?Cowen?), Intrepid Financial Partners, L.L.C. (?Intrep

Form of Initial Stockholder Note to be issued by the Registrant to Intrepid Financial Partners, L.L.C. at closing of the initial public offering**

Exhibit 10.17 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 COMPANY

Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated October 4, 2021, between the Registrant and Arena Fortify Sponsor LLC*

Exhibit 10.8 Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated October 4, 2021 (this “Agreement”), is made by and between Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Arena Fortify Sponsor LLC, a Delaware limited liability company (the “Subscri

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant**

Exhibit 4.4 WARRANT AGREEMENT between CONTINENTAL STOCK TRANSFER & TRUST COMPANY and ARENA FORTIFY ACQUISITION CORP. Dated , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “War

Forms of Letter Agreement between the Registrant and Arena Fortify Sponsor LLC, Cowen Investments II LLC and Intrepid Financial Partners, L.L.C. and Letter Agreement between the Registrant and its officers and directors**

Exhibit 10.2 , 2021 Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, NY 10174 Cowen and Company, LLC 599 Lexington Avenue, Suite 20 New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Arena

Filed with the U.S. Securities and Exchange Commission on October 5, 2021 under the Securities Act of 1933, as amended.

Filed with the U.S. Securities and Exchange Commission on October 5, 2021 under the Securities Act of 1933, as amended. No. 333-254532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arena Fortify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or oth

Form of Private Placement Warrants Purchase Agreement between the Registrant and Intrepid Financial Partners, L.L.C.*

Exhibit 10.13 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Intrepid Financial Partners, L.L.C., a Delaware

Form of Initial Stockholder Note to be issued by the Registrant to Arena Fortify Sponsor LLC at closing of the initial public offering**

Exhibit 10.15 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 COMPANY

Form of Initial Stockholder Note to be issued by the Registrant to Cowen Investments II LLC at closing of the initial public offering**

Exhibit 10.16 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 COMPANY

Surrender of Shares and Amendment No. 1 to the Securities Purchase Agreement, dated October 4, 2021, between the Registrant and Cowen Investments II LLC*

Exhibit 10.9 Surrender of Shares and Amendment No. 1 to the Securities Purchase Agreement This Surrender of Shares and Amendment No. 1 to the Securities Purchase Agreement, dated October 4, 2021 (this “Agreement”), is made by and between Arena Fortify Sponsor LLC, a Delaware limited liability company (the “Seller”), Cowen Investments II LLC, a Delaware limited liability company (the “Purchaser”),

Form of Business Combination Marketing Agreement**

Exhibit 1.2 COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 INTREPID PARTNERS, LLC 1201 Louisiana Street, Suite 600 Houston, TX 77002 [], 2021 Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, NY 10174 Attn: Daniel Zwirn Chairman and Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Arena Fortify Acquisition C

Form of Amended and Restated Certificate of Incorporation**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARENA FORTIFY ACQUISITION CORP. October , 2021 Arena Fortify Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is ?Arena Fortify Acquisition Corp.?. The original certificate of incorporation of the Corporat

Forms of Indemnity Agreements*

Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and (the “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 adequa

Form of Private Placement Warrants Purchase Agreement between the Registrant and Cowen Investments II LLC*

Exhibit 10.12 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Cowen Investments II LLC, a Delaware limited li

- S-1/A

Filed with the U.S. Securities and Exchange Commission on May 6, 2021 under the Securities Act of 1933, as amended. No. 333-254532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arena Fortify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other j

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant**

EX-4.4 2 afac-ex446.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between CONTINENTAL STOCK TRANSFER & TRUST COMPANY and ARENA FORTIFY ACQUISITION CORP. Dated , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant ag

Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, New York 10174 May 6, 2021

Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, New York 10174 May 6, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Response to Comment on Amendments No. 1 and No. 2 to Registration Statement on Form S-1 Filed by Arena Fortify Acquisition Corp

Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, New York 10174 April 28, 2021

Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, New York 10174 April 28, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Response to Comment on the Registration Statement on Form S-1 Filed by Arena Fortify Acquisition Corp. on March 19, 2021 (Fi

- S-1/A

Filed with the U.S. Securities and Exchange Commission on April 27, 2021 under the Securities Act of 1933, as amended. No. 333-254532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arena Fortify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or othe

Specimen Warrant Certificate**

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ARENA FORTIFY ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the regis

Form of Business Combination Marketing Agreement**

Exhibit 1.2 COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 INTREPID PARTNERS, LLC 1201 Louisiana Street, Suite 600 Houston, TX 77002 [], 2021 Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, NY 10174 Attn: Daniel Zwirn Chairman and Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Arena Fortify Acquisition C

Form of Private Placement Warrants Purchase Agreement between the Registrant and Cowen Investments II LLC**

Exhibit 10.9 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [?], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Arena Fortify Acquisition Corp., a Delaware corporation (the ?Company?), and Cowen Investments II LLC, a Delaware limited liabi

Forms of Letter Agreement between the Registrant and Arena Fortify Sponsor LLC, Cowen Investments II LLC and Intrepid Financial Partners, L.L.C. and Letter Agreement between the Registrant and its officers and directors**

Exhibit 10.2 , 2021 Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, NY 10174 Cowen and Company, LLC 599 Lexington Avenue, Suite 20 New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Arena

Specimen Unit Certificate**

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS ARENA FORTIFY ACQUISITION CORP. CUSIP [●] UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common St

- S-1/A

S-1/A 1 afac-s1a.htm S-1/A Filed with the U.S. Securities and Exchange Commission on April 19, 2021 under the Securities Act of 1933, as amended. Registration No. 333-254532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arena Fortify Acquisition Corp. (Exact name of registrant as specified

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

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of April [?], 2021 by and between Arena Fortify Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-2545

Forms of Indemnity Agreements**

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and (the “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 adequa

Form of Registration and Stockholder Rights Agreement among the Registrant and certain security holders**

Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is entered into as of , 2021, by Arena Fortify Acquisition Corp., a Delaware corporation (the ?Company?), and Arena Fortify Sponsor LLC, a Delaware limited liability company (the ?Sponsor?) and Cowen Investments II LLC (?Cowen?) and Intrepid Financial Partners, L.L.C. (?

Specimen Class A Common Stock Certificate**

Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] ARENA FORTIFY ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF ARENA FORTIFY ACQUISITION CORP. (THE “CORPORATION”

Form of Private Placement Warrants Purchase Agreement between the Registrant and Intrepid Financial Partners, L.L.C.**

Exhibit 10.10 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Intrepid Financial Partners, L.L.C., a Delaware l

Securities Purchase Agreement, dated March 19, 2021, between Arena Fortify Sponsor LLC and Cowen Investments II LLC**

Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of March 19, 2021, is made and entered into by and between Arena Fortify Sponsor LLC, a Delaware limited liability company (the “Seller”), Cowen Investments II LLC, a Delaware limited liability company (the “Purchaser”) and for the limited purposes applicable to them set forth herein, Arena F

Securities Purchase Agreement, dated March 19, 2021, between Arena Fortify Sponsor LLC and Intrepid Financial Partners, L.L.C.**

Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of March 19, 2021, is made and entered into by and between Arena Fortify Sponsor LLC, a Delaware limited liability company (the “Seller”), Intrepid Financial Partners, L.L.C., a Delaware limited liability company (the “Purchaser”) and for the limited purposes applicable to them set forth here

Securities Subscription Agreement, dated February 22, 2021, between the Registrant and Arena Fortify Sponsor LLC**

Exhibit 10.5 Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, NY 10174 February 22, 2021 Arena Fortify Sponsor LLC 405 Lexington Avenue, 59th Floor New York, NY 100174 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this “Agreement”) is entered into on February 22, 2021 by and between Arena Fortify Sponsor LLC, a Delaware limited liability comp

Form of Amended and Restated Certificate of Incorporation**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARENA FORTIFY ACQUISITION CORP. April [●], 2021 Arena Fortify Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is “Arena Fortify Acquisition Corp.”. The original certificate of incorporation of the Corpora

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant**

Exhibit 4.4 WARRANT AGREEMENT between CONTINENTAL STOCK TRANSFER & TRUST COMPANY and ARENA FORTIFY ACQUISITION CORP. Dated , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “War

Form of Private Placement Warrants Purchase Agreement between the Registrant and Arena Fortify Sponsor LLC**

Exhibit 10.8 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Arena Fortify Sponsor LLC, a Delaware limited liab

Form of Underwriting Agreement**

Exhibit 1.1 ARENA FORTIFY ACQUISITION CORP. 20,000,000 Units Underwriting Agreement [●], 2021 Cowen and Company, LLC Intrepid Partners, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Intrepid Partners, LLC 540 Madison Avenue, 25th Floor New York, New York 10022 Ladies and Gentlemen: Arena F

Form of Amended and Restated Bylaws**

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ARENA FORTIFY ACQUISITION CORP. (THE “CORPORATION”) Article I OFFICES Section 1.1Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s r

BYLAWS OF ARENA FORTIFY ACQUISITION CORP. a Delaware corporation ARTICLE I. OFFICES

EX-3.3 3 afac-ex3384.htm EX-3.3 Adopted February 22, 2021 Exhibit 3.3 BYLAWS OF ARENA FORTIFY ACQUISITION CORP. a Delaware corporation ARTICLE I. OFFICES Section 1.Registered Office. The registered office of the corporation in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of the corporation’s registered agent at such addre

Promissory Note, dated February 22, 2021, issued to Arena Fortify Sponsor LLC*

EX-10.1 4 afac-ex10185.htm EX-10.1 Exhibit 10.1 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,

Registration Statement - S-1

Filed with the U.S. Securities and Exchange Commission on March 19, 2021 under the Securities Act of 1933, as amended No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arena Fortify Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpor

Certificate of Incorporation*

EX-3.1 2 afac-ex3188.htm EX-3.1 Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "ARENA FORTIFY ACQUISITION CORP.", FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF JANUARY, A.D. 2021, AT 3:34 O'CLOCK P.M. 4863796 8100 SR# 20210229162 Authenticatio