CPAQ / Counter Press Acquisition Corp - Class A - SEC申報文件，年度報告，委任書

KYG2542B1095 / Counter Press Acquisition Corp. / 683 Capital Management, LLC - 683 CAPITAL MANAGEMENT, 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)* Counter Press Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2542B109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the approp

KYG2542B1178 / Counter Press Acquisition Corp. / UBS OCONNOR LLC - COUNTER PRESS ACQUISITION CORPORATION Passive Investment

SC 13G/A 1 CPAQ.txt COUNTER PRESS ACQUISITION CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) Counter Press Acquisition Corporation (Name of Issuer) - Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) - G2542B117 (CUSIP Number) - December 29, 2023 (Date of E

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: 333-261788 COUNTER PRESS ACQUISITION CORPORATION (Exact name of registrant

KYG2542B1178 / Counter Press Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Counter Press Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2542B117 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

KYG2542B1178 / Counter Press Acquisition Corp. / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 cpaq13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Counter Press Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G2542B117 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Ch

KYG2542B1178 / Counter Press Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

SC 13G 1 cpaq.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Counter Press Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G2542B117 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropr

KYG2542B1178 / Counter Press Acquisition Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 cpaq21423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Counter Press Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2542B117 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of t

KYG2542B1178 / Counter Press Acquisition Corp. / UBS OCONNOR LLC - 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. )* Counter Press Acquisition Corporation. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2542B117 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2023 Counter Press Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41274 N/A (State or other jurisdiction of incorporati

Counter Press Acquisition Corp Intends to Dissolve and Liquidate

EXHIBIT 99.1 Counter Press Acquisition Corp Intends to Dissolve and Liquidate NEW YORK, Feb. 10, 2023 (GLOBE NEWSWIRE) - Counter Press Acquisition Corp. (the “Company”)(Nasdaq: CPAQ) announced the following today: February 10, 2023 16:05 ET | Source: Counter Press Acquisition Corp Counter Press Acquisition Corp. (the “Company”)(Nasdaq: CPAQ) announced the following today: ● The Company anticipates

LETTER

United States securities and exchange commission logo December 9, 2022 Michael Kalt Chief Financial Officer Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, New York 11042 Re: Counter Press Acquisition Corp Form 10-K for the fiscal year ended December 31, 2021 Filed March 31, 2022 File No.

Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 December 8, 2022

Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 December 8, 2022 VIA EDGAR U.

LETTER

United States securities and exchange commission logo December 6, 2022 Michael Kalt Chief Financial Officer Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, New York 11042 Re: Counter Press Acquisition Corp Form 10-K for the fiscal year ended December 31, 2021 Filed March 31, 2022 File No.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO 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: 001-41274 Counter

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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: 001-41274 Counter Press

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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: 001-41274 Counter Pres

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 Counter Press Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41274 N/A (State or other jurisdiction of incorporation)

Counter Press Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing April 1, 2022

EXHIBIT 99.1 Counter Press Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing April 1, 2022 NEW YORK, NY, March 30, 2022 (GLOBE NEWSWIRE) ? Counter Press Acquisition Corporation (NASDAQ GM: CPAQU) (the ?Company?) announced today that, commencing April 1, 2022, holders of the units sold in the Company?s initial public offering may elect to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

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 Counter Press Acquisition Corporation (Exact name o

Code of Ethics*

Exhibit 14.1 CODE OF ETHICS OF COUNTER PRESS ACQUISITION CORPORATION 1. Introduction The Board of Directors (the “Board”) of Counter Press Acquisition Corporation has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: ● promote honest and ethical conduct, including the ethical ha

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended*

Exhibit 4.5 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following description sets forth certain material terms and provisions of the securities of Counter Press Acquisition Corporation (?we,? ?us? or ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The followi

683 Capital Management, LLC

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Counter Press Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2542B109** (CUSIP Numbe

Beryl Capital Management LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Counter Press Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G2542B109 (CUSIP Number) February 9, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2022 Counter Press Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41274 N/A (State or other jurisdiction of incorporati

COUNTER PRESS ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT

COUNTER PRESS ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 11, 2022 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Counter Press Acquisition Corporation Opinion on the Financial Statements We have audited the accompanying balance sheet of Counter Press Acquisition Corporation (the ?Company?) as of February 11, 2022, and the related notes (collectively referred to as the ?financial statement?).

Warrant Agreement, dated February 8, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

EX-4.1 4 e3508ex4-1.htm EXHIBIT 4-1 Exhibit 4.1 WARRANT AGREEMENT between COUNTER PRESS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”) is made as of February 8, 2022, between Counter Press Acquisition Corporation, a Cayman Islands exempted company, with offices at 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 (“Company”), and

Indemnity Agreement, dated February 8, 2022, between the Company and Andrew Friedman.

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 8, 2022, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Andrew Friedman (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities u

Administrative Services Agreement, dated February 8, 2022, by and between the Company and the Sponsor.

Exhibit 10.4 Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 February 8, 2022 Counter Press Sponsor LLC 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 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

Registration Rights Agreement, dated February 8, 2022, by and among the Company, the Sponsor and certain other security holders named therein.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2022, is made and entered into by and among Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Counter Press Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), BTIG, LLC and EarlyBirdCapital, Inc. (the “Representative

Amended and Restated Memorandum and Articles of Association of the Company.

EX-3.1 3 e3508ex3-1.htm EXHIBIT 3.1 EXHIBIT 3.1

Indemnity Agreement, dated February 8, 2022, between the Company and Michael Kalt.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2022, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Michael Kalt (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unle

Private Units Purchase Agreement, dated February 8, 2022, by and between the Company and the Sponsor.

Exhibit 10.5.1 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February 8, 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Counter Press Sponsor LLC (the ?Purchaser?). RECITALS WHEREAS, the Company intends to consummate an

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, 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 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2022 Counter Press Acquisition Corporation (Exact name of registrant as specified in its charter) 00-0000000 Cayman Islands 001-41274 N/A (State or other jurisdiction of i

Indemnity Agreement, dated February 8, 2022, between the Company and Randy Frankel.

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2022, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Randy Frankel (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unl

Indemnity Agreement, dated February 8, 2022, between the Company and Paul Conway.

EX-10.6 12 e3508ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2022, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Paul Conway (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as director

Counter Press Acquisition Corporation Announces Closing of $86.25 Million Initial Public Offering

Exhibit 99.2 Counter Press Acquisition Corporation Announces Closing of $86.25 Million Initial Public Offering NEW YORK, NY, Feb. 11, 2022 (GLOBE NEWSWIRE) - Counter Press Acquisition Corporation (the “Company”) today announced the closing of its initial public offering of 8,625,000 units at a price of $10.00 per unit, including 1,125,000 units issued pursuant to the exercise by the underwriters o

Counter Press Acquisition Corporation Announces Pricing of $75 Million Initial Public Offering

EX-99.1 17 e3508ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Counter Press Acquisition Corporation Announces Pricing of $75 Million Initial Public Offering NEW YORK, NY, Feb. 8, 2022 (GLOBE NEWSWIRE) - Counter Press Acquisition Corporation (the “Company”) announced today that it priced its initial public offering of 7,500,000 units at $10.00 per unit. The units are expected to be listed on The Nasdaq Glob

Private Units Purchase Agreement, dated February 8, 2022, by and between the Company and BTIG, LLC.

Exhibit 10.5.2 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February 8, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and BTIG, LLC (the “Purchaser”). RECITALS WHEREAS, the Company intends to consummate an initial public

Investment Management Trust Agreement, dated February 8, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2022, by and between Counter Press Acquisition Corporation, 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 For

Private Units Purchase Agreement, dated February 8, 2022, by and between the Company and EarlyBirdCapital, Inc.

Exhibit 10.5.3 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February 8, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”). RECITALS WHEREAS, the Company intends to consummate an in

Indemnity Agreement, dated February 8, 2022, between the Company and Julie Uhrman.

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2022, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Julie Uhrman (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unl

Underwriting Agreement, dated February 8, 2022, by and between the Company and BTIG, LLC and EarlyBirdCapital, Inc., as underwriters.

Exhibit 1.1 UNDERWRITING AGREEMENT between COUNTER PRESS ACQUISITION CORPORATION and BTIG, LLC AND EARLYBIRDCAPITAL, INC. Dated February 8, 2022 COUNTER PRESS ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York February 8, 2022 BTIG, LLC 65 East 55th Street New York, New York 10022 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representatives of the Underwrite

Letter Agreement, dated February 8, 2022, by and among the Company, the Sponsor and the Company’s officers and directors.

Exhibit 10.1 February 8, 2022 Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 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?) to be entered into by and between Counter Press Acquisition Corporation, a Cayman Island

$75,000,000 Counter Press Acquisition Corporation 7,500,000 Units

424B4 1 e3480424b4.htm FORM 424B4 Filed pursuant to Rule 424(b)(4) Registration Statement No. 333-261788 PROSPECTUS $75,000,000 Counter Press Acquisition Corporation 7,500,000 Units Counter Press Acquisition Corporation is a newly incorporated Cayman Islands exempted company whose purpose is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization

CERT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Counter Press Acquisition Corporation (Exact na

8-A12B 1 e34818a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Counter Press Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or

Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042

CORRESP 1 filename1.htm Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 February 4, 2022 VIA EMAIL AND EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Peter McPhun Office of Real Estate & Construction RE: Counter Press Acquisition Corporation (the “Registrant”) Registration Stat

[signature page follows]

CORRESP 1 filename1.htm February 4, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Peter McPhun Re: Counter Press Acquisition Corporation Registration Statement on Form S-1 Filed December 21, 2021 File No. 333-261788 Dear Mr. McPhun, Pursuant to Rule 461 of the General Rules

As filed with the Securities and Exchange Commission on January 27, 2022.

S-1/A 1 e3440s-1a2.htm FORM S-1/A2 As filed with the Securities and Exchange Commission on January 27, 2022. Registration No. 333-261788 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Counter Press Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Island

Share Purchase Agreement, dated June 15, 2021, between the Registrant and Counter Press Sponsor LLC.

Exhibit 10.5 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of June 23, 2021, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Counter Press Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”). WHEREAS, the Purchaser desires to purchase and Company desires to issue an

First Amendment to Promissory Note, executed on December 17, 2021, issued by the Registrant to Counter Press Sponsor LLC.

AMENDMENT NO. 1 TO COUNTER PRESS ACQUISITION CORPORATION PROMISSORY NOTE This Amendment No. 1 to the Promissory Note (this "Amendment"), dated as of December 17, 2021, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company, (the "Maker") and Counter Press Sponsor LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest (t

Memorandum and Articles of Association.

EXHIBIT 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF COUNTER PRESS SPONSOR CORPORATION THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF COUNTER PRESS SPONSOR CORPORATION 1 The name of the Company is Counter Press Sponsor Corporation. 2 The Registered Office of

Form of Indemnity Agreement.

Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2022, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they

Form of Letter Agreement among the Registrant, its officers and directors and Counter Press Sponsor LLC.

Exhibit 10.2 [●], 2022 Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 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”) to be entered into by and between Counter Press Acquisition Corporation, a Cayman Islands exemp

Form of Underwriting Agreement.

Exhibit 1.1 Underwriting Agreement between COUNTER PRESS ACQUISITION Corporation and BTIG, LLC and EARLYBIRDCAPITAL, INC. Dated [ ], 2022 COUNTER PRESS Acquisition Corporation UNDERWRITING AGREEMENT New York, New York [ ], 2022 BTIG, LLC 65 East 55th Street New York, New York 10022 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representatives of the Underwriters named on Sc

Form of Amended and Restated Memorandum and Articles of Association.

EX-3.2 4 e3440ex3-2.htm EXHIBIT 3.2 EXHIBIT 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF COUNTER PRESS ACQUISITION CORPORATION (adopted by special resolution dated [ ] and effective on [ ]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDU

Form of Audit Committee Charter.

Exhibit 99.1 Audit Committee Charter I. Committee Purpose and Responsibilities The Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Counter Press Acquisition Corporation (the ?Company?) is primarily established for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company, and the inte

Form of Private Units Purchase Agreement between the Registrant and Counter Press Sponsor LLC.

Exhibit 10.6.1 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [?], 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Counter Press Sponsor LLC (the ?Purchaser?). RECITALS WHEREAS, the Company intends to consummate an initia

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

Exhibit 4.4 WARRANT AGREEMENT between COUNTER PRESS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?) is made as of [?], 2022, between Counter Press Acquisition Corporation, a Cayman Islands exempted company, with offices at 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 (?Company?), and Continental Stock Transfer & Trust Company

Form of Registration Rights Agreement between the Registrant and certain security holders.

EX-10.4 14 e3440ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Counter Press Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), BTIG, LLC and EarlyBirdC

Form of Compensation Committee Charter.

Exhibit 99.2 Compensation Committee Charter I. Committee Membership The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Counter Press Acquisition Corporation (the “Company”) shall consist of two or more members of the Board, each of whom the Board has determined has no material relationship with the Company and each of whom is otherwise “independent” under the l

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 COUNTER PRESS ACQUISITION CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP G2542B125 Warrant Certificate This Warrant Certificate certifies that [●], or registered assigns

Form of Share Purchase Agreement, between the Registrant and BTIG, LLC.

EX-10.9 21 e3440ex10-9.htm EXHIBIT 10.9 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of December 17, 2021, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and BTIG, LLC (the “Purchaser”). WHEREAS, the Purchaser desires to purchase and Company desires to issue and sell to the Purchaser Class

Form of Private Units Purchase Agreement between the Registrant and BTIG, LLC.

Exhibit 10.6.2 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and BTIG, LLC (the “Purchaser”). RECITALS WHEREAS, the Company intends to consummate an initial public offerin

Form of Share Purchase Agreement, between the Registrant and EarlyBirdCapital, Inc.

SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (?Agreement?) is made and entered into as of December 17, 2021, by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and EarlyBirdCapital, Inc.

Promissory Note, executed on June 21, 2021, issued by the Registrant to Counter Press Sponsor LLC.

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, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Private Units Purchase Agreement between the Registrant and EarlyBirdCapital, Inc.

Exhibit 10.6.3 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [?], 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Counter Press Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and EarlyBirdCapital, Inc. (the ?Purchaser?). RECITALS WHEREAS, the Company intends to consummate an initial p

Specimen Unit Certificate.

EX-4.1 5 e3440ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR COUNTER PRESS ACQUISITION CORPORATION CERTAIN DEFINITIONS CUSIP G2542B109 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share

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 [●], 2022, by and between Counter Press Acquisition Corporation, 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,

Specimen Class A Ordinary Share Certificate.

Exhibit 4.2 NUMBER SHARES COUNTER PRESS ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of CUSIP G2542B117 FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF COUNTER PRESS ACQUISITION CORPORATION (THE “COMPANY”) transferable on the register

Form of Nominating and Corporate Governance Committee Charter.

Exhibit 99.3 Corporate Governance and Nominating Committee Charter I. Committee Membership The Corporate Governance and Nominating Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Counter Press Acquisition Corporation (the ?Company?) shall consist of two or more members of the Board, each of whom the Board has determined has no material relationship with the Company and each

As filed with the Securities and Exchange Commission on December 20, 2021.

S-1 1 e3367s-1.htm FORM S-1 As filed with the Securities and Exchange Commission on December 20, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Counter Press Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other juris

As filed with the Securities and Exchange Commission on December 21, 2021.

S-1/A 1 e3376s-1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on December 21, 2021. Registration No. 333-261788 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Counter Press Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands

Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042

CORRESP 1 filename1.htm Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 December 20, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Gregory Herbers Re: Counter Press Acquisition Corporation Draft Registration Statement on F

LETTER

United States securities and exchange commission logo September 3, 2021 Paul Conway Chief Executive Officer Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, NY 11042 Re: Counter Press Acquisition Corporation Draft Registration Statement on Form S-1 Submitted August 10, 2021 CIK No.