WPCB.U / Warburg Pincus Capital Corporation I-B Units, each consisting of one Class A ordinary share, and one - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 21, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Warburg Pincus Capital Corporation I-B will redeem its Public Shares and will not consummate an initial business combination

EX-99.1 Exhibit 99.1 Warburg Pincus Capital Corporation I-B will redeem its Public Shares and will not consummate an initial business combination New York, February 23, 2022 – Warburg Pincus Capital Corporation I-B (the “Company”) (NYSE: WPCB), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 previously iss

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): February 23, 2023 WARBURG

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): February 23, 2023 WARBURG PINCUS CAPITAL CORPORATION I-B (Exact name of registrant as specified in its charter) Cayman Islands 001-40172 98-1572651 (State or other jurisdictio

WPCB / Warburg Pincus Capital Corporation I-B / NOMURA HOLDINGS INC - SC 13G/A Passive Investment

SC 13G/A 1 brhc10047788sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Warburg Pincus Capital Corporation I-B (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9460M108 (CUSIP Number) December 31, 2022 (Date of Event which Require

WPCB / Warburg Pincus Capital Corporation I-B / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d440938dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) WARBURG PINCUS CAPITAL CORPORATION I-B (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9460M108 (CUSIP Number) December 31, 2022 (Date of Event

WPCB / Warburg Pincus Capital Corporation I-B / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 wpcb20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Warburg Pincus Capital Corporation I-B (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G9460M108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

LIMITED POWER OF ATTORNEY

EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

Joint Filing Agreement, dated as of February 9, 2023, among the Reporting Persons.

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Warburg Pincus Capital Corp I-B dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(

WPCB / Warburg Pincus Capital Corporation I-B / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Warburg Pincus Capital Corp I-B (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G9460M108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

WPCB / Warburg Pincus Capital Corporation I-B / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 WPCBSC13GA22023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) WARBURG PINCUS CAPITAL CORPORATION I-B (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9460M108 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of t

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.

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 Warburg Pincus Capital Corporati

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 Warburg Pincus Capital Corporation I-

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

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, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Warburg Pincus Capital Corporation I

Description of Registrant’s Securities.*

Exhibit 4.5 DESCRIPTION OF SECURITIES As of March 7, 2022, Warburg Pincus Capital Corporation I?B (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share, par value $0.0001 per share (the ?Class A ordinary share

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 period ended December 31, 2021 ☐ TRANSITION REPORT PURS

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 period 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: 001-401

WARBURG PINCUS CAPITAL CORPORATION I—B Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 9, 2021 (as Restated) F-3 Notes to Financial Statement (as Restated) F-4

Exhibit 99.1 WARBURG PINCUS CAPITAL CORPORATION I?B Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 9, 2021 (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 Warburg Pincus Capital Corporation I - B Opinion on the Financial Statement We have

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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2021 WARBURG PINCUS CAPITAL CORPORATION I-B (Exact name of registrant as specified in its charter) Cayman Islands 001-40172 98-1572651 (State or o

JOINT FILING AGREEMENT

Exhibit 99.1 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 $0.0001 per share, of Warburg Pincus Capital Corp I-B (this ?Agreement?), is being filed, a

WPCB / Warburg Pincus Capital Corporation I-B / Warburg Pincus Capital Corp I-B Sponsor, L.P. - 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. )* Warburg Pincus Capital Corp I-B (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9460M108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate B

WPCB / Warburg Pincus Capital Corporation I-B / NOMURA HOLDINGS INC - 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. )* Warburg Pincus Capital Corporation I-B (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9460M108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the approp

WPCB / Warburg Pincus Capital Corporation I-B / Sculptor Capital LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) WARBURG PINCUS CAPITAL CORPORATION I-B (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9460M108 (CUSIP Number) January 26, 2022 (Date of Event Which Requires Filing of this Stat

WPCB / Warburg Pincus Capital Corporation I-B / Magnetar Financial LLC - SC 13G Passive Investment

SC 13G 1 tm222458d59sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Warburg Pincus Capital Corp I-B (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G9460M108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the approp

WPCB / Warburg Pincus Capital Corporation I-B / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) WARBURG PINCUS CAPITAL CORPORATION I-B (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9460M108 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the approp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

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 fr o m to Warburg Pinc

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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2022 WARBURG PINCUS CAPITAL CORPORATION I-B (Exact name of registrant as specified in its charter) Cayman Islands 001-40172 98-1572651 (State or other jurisdiction

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 Warburg Pincus Capital Corporati

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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2021 WARBURG PINCUS CAPITAL CORPORATION I-B (Exact name of registrant as specified in its charter) Cayman Islands 001-40172 98-1572651 (State or other jurisdiction

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 Warburg Pincus Capital Corporation I—

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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 WARBURG PINCUS CAPITAL CORPORATION I-B (Exact name of registrant as specified in its charter) Cayman Islands 001-40172 98-1572651 (State or other jurisdiction of

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 Warburg Pincus Capital Corporation I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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: March 31, 2021 ☐ Tran

NT 10-Q 1 d141185dnt10q.htm NT 10-Q 001-40172 SEC FILE NUMBER G9460M 108 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tr

Financial Statements and Exhibits, Other Events

8-K 1 d172638d8k.htm 8-K 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): April 23, 2021 WARBURG PINCUS CAPITAL CORPORATION I-B (Exact name of registrant as specified in its charter) Cayman Islands 001-40172 98-1572651 (Stat

Warburg Pincus Capital Corporation

Exhibit 99.1 Warburg Pincus Capital Corporation I-B Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing April 26, 2021 NEW YORK, April 23, 2021 (GLOBE NEWSWIRE)? Warburg Pincus Capital Corporation I-B (NYSE: WPCB.U) (the ?Company?) announced that, commencing April 26, 2021, holders of the units sold in the Company?s initial public offering, completed on March 9, 2

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): March 9, 2021 WARBURG PINCUS CAPITAL CORPORATION I-B (Exact name of registrant as specified in its charter) Cayman Islands 001-40172 98-1572651 (State or other jurisdiction of

WARBURG PINCUS CAPITAL CORPORATION I—B Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 9, 2021 F-3 Notes to Financial Statement F-4

Exhibit 99.1 WARBURG PINCUS CAPITAL CORPORATION I?B Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 9, 2021 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Warburg Pincus Capital Corporation I - B Opinion on the Financial Statement We have audited the accompanying ba

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 WARBURG PINCUS CAPITAL CORPORATION I-B (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Clas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 WARBURG PINCUS CAPITAL CORPORATION I-B (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9460M116** (CUSIP Number) MARCH 5, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designa

Reimbursement Agreement between the Company and Warburg Pincus LLC

Exhibit 10.6 REIMBURSEMENT AGREEMENT This Reimbursement Agreement (this ?Agreement?) is made effective as of March 9, 2021, by and between Warburg Pincus Capital Corporation I?B, a Cayman Islands exempted company (the ?Company?), and Warburg Pincus LLC (?WP?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-253212 (the ?Registration Statement?) for the Company?s initial pub

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

8-K 1 d134320d8k.htm FORM 8-K 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): March 9, 2021 WARBURG PINCUS CAPITAL CORPORATION I-B (Exact name of registrant as specified in its charter) Cayman Islands 001-40172 98-1572651 (

Underwriting Agreement between the Company and Citigroup Global Markets Inc.

Exhibit 1.1 Warburg Pincus Capital Corporation I?B 50,000,000 Units UNDERWRITING AGREEMENT New York, New York March 4, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Warburg Pincus Capital Corporation I?B, a Cayman Islands exempted company (the ?Company?), proposes to sell to the several underwrit

Private Placement Warrants Purchase Agreement between the Company and the Sponsor

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of March 4, 2021, is entered into by and between Warburg Pincus Capital Corporation I?B, a Cayman Islands exempted company (the ?Company?), and Warburg Pincus Capital Corporati

Administrative Services Agreement between the Company and the Sponsor

Exhibit 10.4 WARBURG PINCUS CAPITAL CORPORATION I?B 450 Lexington Avenue New York, New York 10017 March 9, 2021 Warburg Pincus Capital Corporation I?B Sponsor, L.P. 450 Lexington Avenue New York, New York 10017 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 t

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF WARBURG PINCUS CAPITAL CORPORATION I?B (ADOPTED BY SPECIAL RESOLUTION DATED 4 MARCH 2021 AND EFFECTIVE ON 4 MARCH 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.1 WARRANT AGREEMENT WARBURG PINCUS CAPITAL CORPORATION I?B and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 9, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated March 9, 2021, is by and between Warburg Pincus Capital Corporation I?B, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (i

Registration and Shareholder Rights Agreement between the Company, the Sponsor, and certain directors of the Company

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March 9, 2021, is made and entered into by and among Warburg Pincus Capital Corporation I?B, a Cayman Islands exempted company (the ?Company?), Warburg Pincus Capital Corporation I?B Sponsor, L.P., a Cayman Islands exempted limited partnership (the ?Sponsor?

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

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 9, 2021, by and between Warburg Pincus Capital Corporation I?B, 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

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

Exhibit 10.5 March 9, 2021 Warburg Pincus Capital Corporation I?B 450 Lexington Avenue New York, New York 10017 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 between Warburg Pincus Capital Corporation I?A, a Cayman Islands exempted com

Warburg Pincus Capital Corporation I—B 50,000,000 Units

424B4 1 d69264d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-253212 PROSPECTUS Warburg Pincus Capital Corporation I—B $500,000,000 50,000,000 Units Warburg Pincus Capital Corporation I—B is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purcha

- 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 WARBURG PINCUS CAPITAL CORPORATION I-B (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1572651 (State of incorporation or organization) (I.

* * * [Signature Page Follows]

CORRESP 1 filename1.htm March 3, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE, Mail Stop 3010 Washington, DC 20549 Re: Warburg Pincus Capital Corporation I—B Registration Statement on Form S-1 Filed February 17, 2021, as amended File No. 333-253212 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations und

Warburg Pincus Capital Corporation I—B 450 Lexington Avenue New York, New York 10017 March 3, 2021

CORRESP 1 filename1.htm Warburg Pincus Capital Corporation I—B 450 Lexington Avenue New York, New York 10017 March 3, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Warburg Pincus Capital Corporation I—B Registration Statement on Form S-1 File No. 333- 253212 Ladies and Gentlemen: Pursuant to Rule 461 under the Securi

Warburg Pincus Capital Corporation I—B 450 Lexington Avenue New York, NY 10017 March 2, 2021

CORRESP 1 filename1.htm Warburg Pincus Capital Corporation I—B 450 Lexington Avenue New York, NY 10017 March 2, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Maryse Mills-Apenteng Re: Warburg Pincus Capital Corporation I—B Registration Statement on Form S-1 Filed on February 17, 2

- AMENDMENT NO. 3 TO FORM S-1

S-1/A 1 d69264ds1a.htm AMENDMENT NO. 3 TO FORM S-1 As filed with the United States Securities and Exchange Commission on March 2, 2021 under the Securities Act of 1933, as amended. No. 333-253212 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 Warburg Pincus Capital Corporation I—B (Exact na

- AMENDMENT NO. 2 TO FORM S-1

S-1/A 1 d69264ds1a.htm AMENDMENT NO. 2 TO FORM S-1 As filed with the United States Securities and Exchange Commission on March 1, 2021 under the Securities Act of 1933, as amended. No. 333-253212 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 Warburg Pincus Capital Corporation I—B (Exact na

Form of Reimbursement Agreement between Registrant and a member of Warburg Pincus.

Exhibit 10.9 REIMBURSEMENT AGREEMENT This Reimbursement Agreement (this ?Agreement?) is made effective as of March [?], 2021, by and between Warburg Pincus Capital Corporation I?B, a Cayman Islands exempted company (the ?Company?), and Warburg Pincus LLC (?WP?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-253210 (the ?Registration Statement?) for the Company?s initial p

Form of Indemnity Agreement.

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March [?], 2021, by and between Warburg Pincus Capital Corporation I?B, a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pro

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Warburg Pincus Capital Corporation I?B CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ord

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS 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 Warburg Pincus Capital Corporation I?B, a Cayman Islands exempted company (the ?Company?), and Warburg Pincus Capital Corporation I

Form of Amended and Restated Memorandum and Articles of Association.

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 WARBURG PINCUS CAPITAL CORPORATION I?B (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 WARBURG P

- AMENDMENT NO. 1 TO FORM S-1

S-1/A 1 d69264ds1a.htm AMENDMENT NO. 1 TO FORM S-1 As filed with the United States Securities and Exchange Commission on February 24, 2021 under the Securities Act of 1933, as amended. No. 333-253212 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 Warburg Pincus Capital Corporation I—B (Exact

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

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021, by and between Warburg Pincus Capital Corporation I?B, 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,

Form of Underwriting Agreement.

EX-1.1 2 d69264dex11.htm EX-1.1 Exhibit 1.1 Warburg Pincus Capital Corporation I—B 50,000,000 Units1 UNDERWRITING AGREEMENT New York, New York [•], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Warburg Pincus Capital Corporation I—B, a Cayman Islands exempted company (the “Company”), proposes to

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

Exhibit 4.4 WARRANT AGREEMENT WARBURG PINCUS CAPITAL CORPORATION I?B and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Warburg Pincus Capital Corporation I?B, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such c

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

Exhibit 10.8 [?], 2021 Warburg Pincus Capital Corporation I?B 450 Lexington Avenue New York, New York 10017 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 between Warburg Pincus Capital Corporation I?A, a Cayman Islands exempted company

Specimen Class A Ordinary Share Certificate.

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES WARBURG PINCUS CAPITAL CORPORATION I?B INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] 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 WARBURG PINCUS CAPITAL CORPORATION I?B (THE

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 WARBURG PINCUS CAPITAL CORPORATION I?B 450 Lexington Avenue New York, New York 10017 [?], 2021 Warburg Pincus Capital Corporation I?B Sponsor, L.P. 450 Lexington Avenue New York, New York 10017 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 i

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 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 Warburg Pincus Capital Corporation I?B, a Cayman Islands exempted company (the ?Company?), Warburg Pincus Capital Corporation I?B Sponsor, L.P., a Cayman Islands exempted limited partnership (the ?Sponsor?), a

Specimen Warrant Certificate.

Exhibit 4.3 [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 Warburg Pincus Capital Corporation I?B Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] w

Consent of David Coulter.

EX-99.4 11 d69264dex994.htm EX-99.4 Exhibit 99.4 CONSENT OF DAVID COULTER Warburg Pincus Capital Corporation I—B (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 amend

Power of Attorney (included on signature page to the initial filing of this Registration Statement).

Table of Contents As filed with the United States Securities and Exchange Commission on February 17, 2021 under the Securities Act of 1933, as amended.

Memorandum and Articles of Association.

EX-3.1 2 d69264dex31.htm 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 WARBURG PINCUS CAPITAL CORPORATION I - B Auth Code: J41452489948 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF WARBURG PINCUS CAPITAL CORPORATION I -

Securities Subscription Agreement, dated December 9, 2020, between the Registrant and the Sponsor.

Exhibit 10.7 Warburg Pincus Capital Corporation I-B 450 Lexington Avenue New York, New York 10017 December 9, 2020 Warburg Pincus Capital Corporation I-B Sponsor, L.P. 450 Lexington Avenue New York, New York 10017 RE: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on December 9, 2020 by and between Warburg Pincus Capital Corporation I-B Sponsor, L.P.

Consent of Tara O’Neill.

EX-99.1 8 d69264dex991.htm EX-99.1 Exhibit 99.1 CONSENT OF TARA O’NEILL Warburg Pincus Capital Corporation I—B (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

Consent of Mark Colodny.

EX-99.2 9 d69264dex992.htm EX-99.2 Exhibit 99.2 CONSENT OF MARK COLODNY Warburg Pincus Capital Corporation I—B (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

Consent of James Neary.

Exhibit 99.3 CONSENT OF JAMES NEARY Warburg Pincus Capital Corporation I?B (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

Promissory Note, dated as of December 9, 2020, between the Registrant and the Sponsor.

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 COMPANY

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Table of Contents This is a confidential draft submission to the United States Securities and Exchange Commission on January 13, 2021 and is not being filed under the Securities Act of 1933, as amended.