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

_______________________

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Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

Union Acquisition Corp. II

(Name of Registrant as Specified In Its Charter)

____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Union Acquisition Corp. II
1425 Brickell Ave., #57B
Miami, FL 33131

   

Dear Union Acquisition Corp. II Shareholders:

You are cordially invited to attend the Extraordinary General Meeting (“Extraordinary General Meeting”) of the shareholders of Union Acquisition Corp. II, a Cayman Islands exempted company limited by shares with registration number 345887, which we refer to as “we,” “us,” “our,” “SPAC” or “Union,” to be held at 9:00 a.m., Eastern time, on September 22, 2021. The Extraordinary General Meeting will be held virtually, at https://www.cstproxy.com/unionacquisitioncorpii/sm2021. For the purposes of our amended and restated memorandum and articles of association, the physical location of the Extraordinary General Meeting shall be the offices of Linklaters LLP located at 1290 Avenue of the Americas, New York, NY 10104.

At the Extraordinary General Meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve and adopt the business combination agreement, dated March 31, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among Union, Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta and, particularly, the Companies Act Cap. 386 with company registration number C 59671 (“Procaps” or the “Company”), Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 253360 (“Holdco”) and OZLEM Limited, an exempted company incorporated under the laws of the Cayman Islands with registration number 373625 (“Merger Sub”), and the transactions contemplated by the Business Combination Agreement, including the Merger (as defined below) and the Exchange (as defined below) (the “Business Combination”).

Holdco is a direct wholly-owned subsidiary of Procaps, and Merger Sub is a direct wholly-owned subsidiary of Holdco. Pursuant to the Business Combination Agreement, (i) Merger Sub will merge with and into SPAC, with SPAC surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in the context of the Merger, (a) all ordinary shares of SPAC, par value $0.0001 per share (the “SPAC Ordinary Shares”) outstanding will be exchanged with Holdco for the right to receive ordinary shares of Holdco, nominal value $0.01 per share (the “Holdco Ordinary Shares”) pursuant to a share capital increase of Holdco, (b) each warrant entitling the holder to purchase one SPAC Ordinary Share (as contemplated under the warrant agreement, by and between Union and Continental Stock Transfer & Trust Company (“Continental”) dated as of October 17, 2019 (the “SPAC Warrant Agreement”)), at an exercise price of $11.50 per SPAC Ordinary Share (the “SPAC Warrants”), will become warrants of Holdco (the “Holdco Warrants”) exercisable for Holdco Ordinary Shares, on substantially the same terms as the SPAC Warrants, and (c) Holdco shall enter into an assignment, assumption and amendment agreement with SPAC and Continental, as warrant agent, to amend and assume SPAC’s obligations under the SPAC Warrant Agreement to give effect to the conversion of SPAC Warrants to Holdco Warrants; (ii) immediately following the consummation of the Merger and prior to the Exchange (as defined below), Holdco will redeem all 4,000,000 redeemable A shares of Holdco, nominal value $0.01 per share (the “Holdco Redeemable A Shares”), held by Procaps as a result of the incorporation of Holdco at their nominal value; (iii) immediately following the consummation of the Merger and the redemption of all the Holdco Redeemable A Shares, pursuant to those certain individual contribution and exchange agreements (collectively, the “Exchange Agreements”), each dated as of March 31, 2021, and entered into by and among Holdco, Procaps and each of the shareholders of Procaps (the “Procaps Shareholders”), each of the Procaps Shareholders, effective on the date of the consummation of the Business Combination, will contribute its respective ordinary shares of Procaps, with a nominal value of $1.00 per share, together representing the entire share capital of Procaps on a fully diluted basis (the “Procaps Ordinary Shares”), to Holdco in exchange for Holdco Ordinary Shares, and, in the case of International Finance Corporation (“IFC”), for Holdco Ordinary Shares and 6,000,000 redeemable B shares of Holdco, nominal value $0.01 per share (the “Holdco Redeemable B Shares”), to be subscribed for by each such Procaps Shareholder (such contributions and exchanges of Procaps Ordinary Shares for Holdco Ordinary Shares

 

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and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, collectively, the “Exchange”); (iv) as a result of the Exchange, Procaps will become a direct wholly-owned subsidiary of Holdco and the Procaps Shareholders will become holders of issued and outstanding Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares; and (v) immediately following the Exchange, Holdco will redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with that certain share redemption agreement entered into by and between Holdco and IFC on March 31, 2021. Holdco and its consolidated subsidiaries after giving effect to the Business Combination are expected to have an implied initial enterprise value of $1.1 billion. At the effective time of the Merger (the “Merger Effective Time”), each SPAC Ordinary Share issued and outstanding immediately prior to the Merger Effective Time will automatically be converted into one (1) validly issued and fully paid Holdco Ordinary Share, which will be valued at $10.00 per share.

At the effective time of the Exchange, the Procaps Shareholders shall make a contribution in kind to Holdco of all the issued and outstanding Procaps Ordinary Shares and subscribe and be issued an aggregate number of Holdco Ordinary Shares and Holdco Redeemable B Shares (as applicable) equal to the total number of issued and outstanding Procaps Ordinary Shares multiplied by 33.444848, the ratio used for determining the number of aggregate Holdco Ordinary Shares and Holdco Redeemable B Shares for which the aggregate Procaps Ordinary Shares shall be converted in accordance with Section 3.01(a)(i) of the Business Combination Agreement. The aggregate amount of Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, to be issued by Holdco as part of the Exchange shall be allocated among the Procaps Shareholders in accordance with their respective Exchange Agreements to take into account certain rights and obligations among them, including with respect to the termination of the IFC Put Option Agreement (as defined below) and the Hoche Put Option Agreement (as defined below) upon the Closing of the Business Combination.

In connection with the Business Combination, SPAC has obtained commitments from institutional investors to purchase 10,000,000 SPAC Ordinary Shares at a purchase price of $10.00 per share in a private placement (the “PIPE”), which SPAC Ordinary Shares will be exchanged for Holdco Ordinary Shares in connection with the Merger.

At the Extraordinary General Meeting, Union shareholders will be asked to consider and vote upon a proposal by ordinary resolution (the “Business Combination Proposal”) (Proposal No. 1) to adopt and approve the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, including the Business Combination.

In connection with the submission of the Business Combination Proposal to a shareholder vote, holders of SPAC Ordinary Shares issued prior to the IPO (as defined below) (the “Founder Shares”) have agreed to vote their SPAC Ordinary Shares in favor of such proposal and the transactions contemplated by the Business Combination Agreement, including the proposed Business Combination, at any general meeting of Union or by unanimous written resolution in lieu thereof, subject to certain limitations.

In addition to the Business Combination Proposal, Union shareholders are being asked to:

(i)      consider and vote upon a proposal by special resolution at the Extraordinary General Meeting to approve the Merger and authorize, approve and confirm the Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, independently of the proposal by ordinary resolution to approve the Business Combination (the “Merger Proposal”) (Proposal No. 2);

(ii)    consider and vote upon a proposal by ordinary resolution at the Extraordinary General Meeting to approve the issuance of SPAC Ordinary Shares in the PIPE as such approval may be required under applicable rules of the Nasdaq Stock Market LLC (“Nasdaq”) (the “Nasdaq Proposal” and, together with the Business Combination Proposal and the Merger Proposal, the “Transaction Proposals”) (Proposal No. 3); and

(iii)   consider and vote upon a proposal by ordinary resolution at the Extraordinary General Meeting to, if necessary, adjourn the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Union shareholders (B) to solicit additional proxies from Union shareholders in favor of the Transaction Proposals, or (C) if Union shareholders redeem an amount of SPAC Ordinary Shares issued as part of the units of Union (the “SPAC Units”), each SPAC Unit consisting of one SPAC Ordinary Share (collectively, the “Public Shares”) and one SPAC Warrant (collectively, the “SPAC Public Warrants”), issued pursuant to Union’s initial public offering (the “IPO”), such that, together with, or independently from, any failure

 

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to consummate all or a portion of the PIPE or the transactions contemplated by the Business Combination Agreement (the “Transactions”), the Minimum Cash Condition (as defined below) to each party’s obligation to consummate the Business Combination would not be satisfied (the “Adjournment Proposal”) (Proposal No. 4). The Adjournment Proposal will only be presented to Union shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Merger Proposal or the Nasdaq Proposal, or in the event that Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to each party’s obligation to consummate the Business Combination would not be satisfied.

Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully.

The SPAC Ordinary Shares, the SPAC Units and the SPAC Warrants are currently listed on Nasdaq under the symbols “LATN,” “LATNU” and “LATNW” respectively. Upon the closing of the Business Combination, the Union securities will be delisted from Nasdaq, and the Holdco Ordinary Shares and Holdco Warrants will trade on Nasdaq under the symbols “PROC” and “PROCW,” respectively. It is a condition of the consummation of the Business Combination that the Holdco Ordinary Shares are approved for listing on Nasdaq, but such condition can be waived by the parties. It is not a condition of the consummation of the Business Combination that the Holdco Warrants be approved for listing on Nasdaq, or any other national securities exchange; however, Procaps intends to register the Holdco Warrants for listing on Nasdaq. The parties have not made a determination as to whether or not to waive this condition; any such determination would be expected to be made promptly following any delisting from Nasdaq. Accordingly, there can be no assurance such listing condition will be met and, at the time you are asked to vote on the Business Combination, you will have no assurance that the Holdco Ordinary Shares and the Holdco Warrants will be listed on a national securities exchange following the completion of the business combination. See “Risk Factors — Risks Related to Holdco — There can be no assurance that the Holdco Ordinary Shares that will be issued in connection with the Business Combination or the Holdco Warrants will be approved for listing on Nasdaq or, if approved, will continue to be so listed following the closing of the Business Combination, or that Holdco will be able to comply with the continued listing standards of Nasdaq.” on page 78 for more information. Following any delisting from Nasdaq, Union will, as promptly as practicable, issue a press release and file a current report on Form 8-K informing investors of such delisting and, if the Transactions have not been consummated, the parties’ determination as to whether or not they will waive the condition that the Holdco Ordinary Shares be approved for listing on Nasdaq. Pursuant to its amended and restated memorandum and articles of association (the “SPAC Articles”), Union is providing the holders of its Public Shares that were offered as part of the IPO (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the warrants to purchase SPAC Ordinary Shares purchased in a private placement in connection with the IPO (the “Trust Account”), as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Union to pay its taxes, divided by the number of then outstanding Public Shares. The per-share amount Union will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $4,200,000 that Union will pay to the underwriters of the IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $136,966,483.64 as of June 14, 2021, the estimated per share redemption price would have been approximately $10.10. On April 12, 2021, Union announced that if the amendment to the SPAC Articles to extend the date by which Union must consummate its initial business combination from April 22, 2021 to October 22, 2021 (the “Extension Amendment to the SPAC Articles”), were approved, Union would deposit a maximum total of $0.12 into the Trust Account for each of the Public Shares that were not redeemed in connection with the Extension Amendment to the SPAC Articles (the “Contribution”). The terms of the Contribution are that each month, commencing on, and including, April 22, 2021, until the earlier of October 22, 2021 and the consummation of the Business Combination, a deposit in an amount equal to $0.02 per Public Share will be made into the Trust Account. As of April 16, 2021, in connection with the Extension Amendment to the SPAC Articles, the holders of 6,446,836 SPAC Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.07 per share, for an aggregate redemption amount of approximately $64,898,080.62. A Contribution in the amount of $271,063.28 was made for each of April, May, June and July of 2021. Public Shareholders may elect to redeem their shares even if they vote for the Business Combination. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13

 

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of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Public Shares (i.e., in excess of 2,032,974 Public Shares) in connection with any vote on a business combination. Union has no specified maximum redemption threshold under the SPAC Articles, other than the aforementioned 15% threshold. Each redemption of Public Shares by Public Shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned upon Union having at least an aggregate of $185,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE (the “Minimum Cash Condition”). The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties; provided, however, that in the event that Union has less than an aggregate of $160,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE, Procaps and Holdco shall require the consent of IFC to waive the Minimum Cash Condition. If, as a result of redemptions of Public Shares by Public Shareholders or a failure to consummate the PIPE, or a combination of these, the Minimum Cash Condition is not met or is not waived, then each of Union and Procaps may elect not to consummate the Business Combination. In addition, in no event will Union redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the SPAC Articles and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Holders of outstanding SPAC Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of Public Shareholders exercise their redemption rights with respect to their Public Shares.

The holders of Founder Shares, which include certain officers and directors of Union, (“Initial Shareholders”) and Union’s other officers and directors have agreed to waive their redemption rights with respect to any SPAC Ordinary Shares they may hold in connection with the consummation of the Business Combination. Currently, the Initial Shareholders, including the directors and officers of Union, own 26.9% of Union’s issued and outstanding SPAC Ordinary Shares, including all of the Founder Shares, and have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Business Combination. The Founder Shares are subject to transfer restrictions.

Union is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by Union’s shareholders at the Extraordinary General Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all Union shareholders are urged to read carefully and in their entirety this proxy statement/prospectus, including the Annexes and the accompanying financial statements of Procaps and Union and the unaudited pro forma financial information of Holdco. In particular, you are urged to carefully read the section entitled “Risk Factors” beginning on page 63 of this proxy statement/prospectus.

After careful consideration, the board of directors of Union (the “Union Board”) has unanimously approved the Business Combination Agreement and the transactions contemplated therein, including the Business Combination, and unanimously recommends that Union shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Union shareholders in the accompanying proxy statement/prospectus. When you consider the Union Board’s recommendation of these proposals, you should keep in mind that certain Union directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information.

Approval of each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting. Approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting.

 

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Your vote is very important.    Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to ensure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The transactions contemplated by the Business Combination Agreement, including the Business Combination, will be consummated only if the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal are approved at the Extraordinary General Meeting. The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT UNION REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT ON SEPTEMBER 17, 2021 (TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING). YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the Union Board, I would like to thank you for your support of Union Acquisition Corp. II and look forward to a successful completion of the Business Combination.

 

Sincerely,

   

/s/ Kyle P. Bransfield

   

Kyle P. Bransfield

August 26, 2021

 

Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in this proxy statement/prospectus and under similar headings or in any amendment or supplement to this proxy statement/prospectus.

This proxy statement/prospectus is dated August 26, 2021, and is expected to be first mailed or otherwise delivered to Union shareholders on or about that date.

 

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Union Acquisition Corp. II
1425 Brickell Ave., #57B
Miami, FL 33131

   

To the Shareholders of Union Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“Extraordinary General Meeting”) of Union Acquisition Corp. II, a Cayman Islands exempted company limited by shares with registration number 345887, which we refer to as “we,” “us,” “our,” “SPAC” or “Union,” will be held at 9:00 a.m., Eastern time, on September 22, 2021. The Extraordinary General Meeting will be held virtually, at https://www.cstproxy.com/unionacquisitioncorpii/sm2021. For the purposes of our amended and restated memorandum and articles of association, the physical location of the Extraordinary General Meeting shall be the offices of Linklaters LLP located at 1290 Avenue of the Americas, New York, NY 10104. You are cordially invited to attend the Extraordinary General Meeting to conduct the following items of business:

1.      The Business Combination Proposal — to consider and vote upon a proposal by ordinary resolution to adopt and approve the business combination agreement, dated as of March 31, 2021 (as it may be further amended from time to time, the “Business Combination Agreement”), by and among Union, Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta and, particularly, the Companies Act Cap. 386 with company registration number C 59671 (“Procaps” or the “Company”), Procaps Group, S.A., a public limited liability company (sociéte anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 253360 (“Holdco”) and OZLEM Limited, an exempted company incorporated under the laws of the Cayman Islands with registration number 373625 (“Merger Sub”) (each of Union, Procaps Holdco and Merger Sub shall individually be referred to as a “Party” and collectively, the “Parties”), a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, including the Merger (as defined below) and the Exchange (as defined below) (the “Business Combination”), pursuant to which, among other things: (i) Merger Sub will merge with and into SPAC, with SPAC surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in the context of the Merger, (a) all ordinary shares of SPAC, par value $0.0001 per share (the “SPAC Ordinary Shares”) outstanding will be exchanged for ordinary shares of Holdco, nominal value $0.01 per share (the “Holdco Ordinary Shares”) pursuant to a share capital increase of Holdco, (b) each warrant entitling the holder to purchase one SPAC Ordinary Share (as contemplated under the warrant agreement, by and between Union and Continental Stock Transfer & Trust Company (“Continental”) dated as of October 17, 2019 (the “SPAC Warrant Agreement”)), at an exercise price of $11.50 per SPAC Ordinary Share (the “SPAC Warrants”), will become warrants of Holdco (the “Holdco Warrants”) exercisable for Holdco Ordinary Shares, on substantially the same terms as the SPAC Warrants, and (c) Holdco shall enter into an assignment, assumption and amendment agreement with SPAC and Continental, as warrant agent, to amend and assume SPAC’s obligations under the SPAC Warrant Agreement to give effect to the conversion of SPAC Warrants to Holdco Warrants; (ii) immediately following the consummation of the Merger and prior to the Exchange (as defined below), Holdco will redeem all 4,000,000 redeemable A shares of Holdco, nominal value $0.01 per share (the “Holdco Redeemable A Shares”), held by Procaps as a result of the incorporation of Holdco at their nominal value; (iii) immediately following the consummation of the Merger and the redemption of all the Holdco Redeemable A Shares, pursuant to those certain individual contribution and exchange agreements (collectively, the “Exchange Agreements”), each dated as of March 31, 2021, and entered into by and among Holdco, Procaps and each of the shareholders of Procaps (the “Procaps Shareholders”), each of Procaps Shareholders, effective on the date of the consummation of the Business Combination, will contribute its respective ordinary shares of Procaps, nominal value $1.00 per share, together representing the entire share capital of Procaps on a fully diluted basis (the “Procaps Ordinary Shares”), to Holdco in exchange for Holdco Ordinary Shares, and, in the case of International

 

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Finance Corporation (“IFC”), for Holdco Ordinary Shares and 6,000,000 redeemable B shares of Holdco, nominal value $0.01 per share (the “Holdco Redeemable B Shares”), to be subscribed for by each such Procaps Shareholder (such contributions and exchanges of Procaps Ordinary Shares for Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, collectively, the “Exchange”); (iv) as a result of the Exchange, Procaps will become a direct wholly-owned subsidiary of Holdco and the Procaps Shareholders will become holders of issued and outstanding Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares; and (v) immediately following the Exchange, Holdco will redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with that certain share redemption agreement entered into by and between Holdco and IFC on March 31, 2021 (the “Business Combination Proposal”)(Proposal No. 1);

2.      Merger Proposal — to consider and vote upon a proposal by special resolution to (i) approve the Merger, whereby Union will be authorized to merge with Merger Sub, so that Merger Sub will be the merging company and all the undertaking, property and liabilities of Merger Sub will vest in Union by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act (As Revised) of the Cayman Islands and (ii) authorize, approve and confirm, in all respects, the Plan of Merger, in the form attached hereto as Annex B (the “Plan of Merger”), to effect the Merger (the Merger and the Plan of Merger being collectively referred to herein as the “Merger Proposal”) (Proposal No. 2);

3.      The Nasdaq Proposal — to consider and vote upon a proposal by ordinary resolution to approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market LLC (the “Nasdaq”) or Nasdaq Listing Rules, the issuance of SPAC Ordinary Shares in connection with the PIPE (as defined below), consisting of more than 20% of the current total issued and outstanding shares of Union (the “Nasdaq Proposal” and, together with the Business Combination Proposal and the Merger Proposal, the “Transaction Proposals”) (Proposal No. 3);

4.      Adjournment Proposal — to consider and vote upon a proposal by ordinary resolution to approve, if necessary, the adjournment of the Extraordinary General Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Union shareholders, (ii) to solicit additional proxies from Union shareholders in favor of the Transaction Proposals, or (iii) if Union shareholders redeem an amount of SPAC Ordinary Shares issued as part of the units of Union (the “SPAC Units”), each SPAC Unit consisting of one SPAC Ordinary Share (collectively, the “Public Shares”) and one SPAC Warrant (collectively, the “SPAC Public Warrants”), issued pursuant to Union’s initial public offering (the “IPO”), such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the transactions contemplated by the Business Combination Agreement (the “Transactions”), the Minimum Cash Condition (as defined below) to each party’s obligation to consummate the Business Combination would not be satisfied (the “Adjournment Proposal”) (Proposal No. 4). The Adjournment Proposal will only be presented to Union shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Merger Proposal or the Nasdaq Proposal, or in the event that Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to each party’s obligation to consummate the Business Combination would not be satisfied.

The above matters are more fully described in this proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. You are urged to carefully read this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of Union and Procaps and the unaudited pro forma financial information of Holdco.

The record date for the Extraordinary General Meeting is August 19, 2021. Only Union shareholders of record at the close of business on that date may vote at the Extraordinary General Meeting or any adjournment thereof.

Pursuant to its amended and restated memorandum and articles of association (the “SPAC Articles”), Union is providing the holders of its Public Shares that were offered as part of the IPO (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the warrants to purchase SPAC Ordinary Shares

 

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purchased in a private placement in connection with the IPO (the “Trust Account”), as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Union to pay its taxes, divided by the number of then outstanding Public Shares. The per-share amount Union will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $4,200,000 that Union will pay to the underwriters of the IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $136,966,483.64 as of June 14, 2021, the estimated per share redemption price would have been approximately $10.10. On April 12, 2021, Union announced that if the amendment to the SPAC Articles to extend the date by which Union must consummate its initial business combination from April 22, 2021 to October 22, 2021 (the “Extension Amendment to the SPAC Articles”), were approved, Union would deposit a maximum total of $0.12 into the Trust Account for each of the Public Shares that were not redeemed in connection with the Extension Amendment to the SPAC Articles (the “Contribution”). The terms of the Contribution are that each month, commencing on, and including, April 22, 2021, until the earlier of October 22, 2021 and the consummation of the Business Combination, a deposit in an amount equal to $0.02 per Public Share will be made into the Trust Account. As of April 16, 2021, in connection with the Extension Amendment to the SPAC Articles, the holders of 6,446,836 SPAC Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.07 per share, for an aggregate redemption amount of approximately $64,898,080.62. A Contribution in the amount of $271,063.28 was made for each of April, May, June and July of 2021. Public Shareholders may elect to redeem their shares even if they vote for the Business Combination. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Public Shares (i.e., in excess of 2,032,974 Public Shares) in connection with any vote on a business combination. Union has no specified maximum redemption threshold under the SPAC Articles, other than the aforementioned 15% threshold. Each redemption of Public Shares by Public Shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned upon Union having at least an aggregate of $185,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE (the “Minimum Cash Condition”). The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties; provided, however, that in the event that Union has less than an aggregate of $160,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE, Procaps and Holdco shall require the consent of IFC to waive the Minimum Cash Condition. If, as a result of redemptions of Public Shares by Public Shareholders or a failure to consummate the PIPE, or a combination of these, the Minimum Cash Condition is not met or is not waived, then each of Union and Procaps may elect not to consummate the Business Combination. In addition, in no event will Union redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the SPAC Articles and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Holders of outstanding SPAC Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of the Public Shareholders exercise their redemption rights with respect to their Public Shares.

The holders of SPAC Ordinary Shares issued prior to the IPO (the “Founder Shares”, and such holders, which include certain officers and directors of Union, the “Initial Shareholders”) and Union’s other officers and directors have agreed to waive their redemption rights with respect to any SPAC Ordinary Shares they may hold in connection with the consummation of the Business Combination. Currently, the Initial Shareholders, including the directors and officers of Union, own 26.9% of Union’s issued and outstanding SPAC Ordinary Shares, including all of the Founder Shares, and have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Business Combination. The Founder Shares are subject to transfer restrictions.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Union entered into subscription agreements with certain investors, pursuant to which such investors agreed to subscribe for and purchase, and Union agreed to issue and sell to such investors, 10,000,000 SPAC Ordinary Shares at a purchase price of $10.00 per share for gross proceeds of approximately $100,000,000 (the “PIPE”). The PIPE will close substantially concurrently with the consummation of the Business Combination.

 

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The closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Your vote is very important, regardless of the number of shares you own. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Extraordinary General Meeting. Please complete, sign, date and return the enclosed proxy card in the postage-aid envelope provided. You may also submit a proxy by telephone or via the internet by following the instructions printed on your proxy card. If you are a holder of SPAC Ordinary Shares, you may also cast your vote virtually at the Extraordinary General Meeting.

The approval of each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting. The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting. The Union Board unanimously recommends that you vote “FOR” each of these proposals.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated (“Innisfree”), at (877) 750-5836, or banks and brokerage firms, please call collect at (212) 750-5833.

 

By Order of the Board of Directors

   

/s/ Kyle P. Bransfield

   

Kyle P. Bransfield

   

Chief Executive Officer

August 26, 2021

   

 

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TABLE OF CONTENTS

 

Page

Frequently used Terms

 

2

Summary of the Proxy Statement/Prospectus

 

31

Selected Historical Financial Data of Union

 

53

Selected Historical Financial Data of Procaps

 

55

Selected Unaudited Pro Forma Condensed Combined Financial Information

 

58

Cautionary Note Regarding Forward-Looking Statements

 

60

Risk Factors

 

63

Unaudited Pro Forma Condensed Combined Financial Information

 

96

Comparative Per Share Data

 

106

The Extraordinary General Meeting

 

107

The Business Combination

 

114

The Business Combination Agreement

 

137

Certain Agreements Related to the Business Combination

 

148

Material Luxembourg Income Tax Considerations

 

152

Material U.S. Federal Income Tax Considerations

 

155

Proposal no. 1 — The Business Combination Proposal

 

165

Proposal no. 2 — The Merger Proposal

 

167

Proposal no. 3 — The Nasdaq Proposal

 

169

Proposal no. 4 — The Adjournment Proposal

 

171

Business of Procaps and Certain Information about Procaps

 

172

Management of Procaps

 

193

Procaps Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

196

Certain Procaps Relationships and Related Person Transactions

 

220

Business of Union and Certain Information about Union

 

223

Union Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

233

Certain Union Relationships and Related Person Transactions

 

238

Management of Holdco after the Business Combination

 

241

Description of Holdco’s Securities

 

246

Comparison of Shareholder Rights

 

252

Shares Eligible for Future Sale

 

265

Security Ownership of Certain Beneficial Owners and Management

 

267

Price Range of Securities and Dividends

 

271

Additional Information

 

272

Legal Matters

 

273

Experts

 

273

Where You Can Find More Information

 

274

Index to Financial Statements

 

F-1

Annexes

Annex A: Business Combination Agreement

 

A-1

Annex B: Plan of Merger

 

B-1

Annex C: Proxy Card for Extraordinary General Meeting

 

C-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Holdco, constitutes a prospectus of Holdco under Section 5 of the Securities Act, with respect to the Holdco Ordinary Shares to be issued to the holders of SPAC Ordinary Shares if the Business Combination described herein is consummated. With respect to Union and the holders of SPAC Ordinary Shares, this proxy statement/prospectus serves as and constitutes:

•        a notice of meeting and a proxy statement under Section 14(a) of Exchange Act with respect to the Extraordinary General Meeting of Union shareholders being held on September 22, 2021, where Union shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the below proposals; and

•        a prospectus of Holdco under Section 5 of the Securities Act, with respect to the Holdco Ordinary Shares and Holdco Warrants to be issued to the holders of SPAC Ordinary Shares and SPAC Warrants if the Business Combination described herein is consummated.

This proxy statement/prospectus does not serve as a prospectus for the Holdco Ordinary Shares that Procaps Shareholders and the PIPE Investors will receive in the Business Combination, as such shares will be offered to such holders in a private offering. This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.

This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which belong to us or Procaps and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that Union or Procaps will not assert their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. Neither Union or Procaps intend that their use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of Union or Procaps by, these other parties.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning Procaps’ industry and business, as well as data regarding market research, estimates, and forecasts prepared by Procaps’ management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which Procaps operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Unless otherwise expressly stated, Procaps obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, Procaps does not expressly refer to the sources from which this data is derived. In that regard, when Procaps refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that Procaps paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. While Procaps has compiled, extracted, and reproduced industry data from these sources. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.

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Frequently used Terms

In this document:

“1915 Law” means the Luxembourg law of August 10, 1915 on commercial companies, as amended.

“2018 and 2019 Company Financial Statements” means the audited consolidated balance sheet of the Company and the subsidiaries of the Company as of December 31, 2018 and December 31, 2019, and the related audited consolidated statements of operations and cash flows of the Company and the subsidiaries of the Company for each of the years then ended.

“A&R Holdco Organizational Documents” means the amended and restated Holdco Organizational Documents to be amended immediately prior to the consummation of the Merger and the Exchange at the general meeting of the sole shareholder of Holdco in the form set forth on Exhibit B to the Business Combination Agreement.

“Accounting Principles” means GAAP in case of SPAC, Special Purpose IFRS in case of the Company and the subsidiaries of the Company under the 2018 and 2019 Company Financial Statements and IFRS in case of the Company and the subsidiaries of the Company under the consolidated unaudited balance sheet of the Company and the subsidiaries of the Company as of December 31, 2020, in each case, as in effect from time to time.

“Action” means any material litigation, proceeding, cause of action, lawsuit, audit, assessment or reassessment, petition, complaint, charge, grievance, prosecution, demand, hearing, written notice, inquiry, investigation, subpoena, summons, inspection, or administrative or other similar proceeding, mediation or arbitration (including any appeal or application for review) of any kind or nature, in law or in equity.

“Ancillary Agreements” means the Exchange Agreements, the Transaction Support Agreement, the Registration Rights and Lock-Up Agreement, the Nomination Agreement, the Warrant Amendment, the IFC Redemption Agreement and all other agreements, certificates and instruments executed and delivered by SPAC, Holdco, Merger Sub or the Company in connection with the Transactions and specifically contemplated by the Business Combination Agreement.

“Adjournment Proposal” means the proposal by ordinary resolution to, if necessary, adjourn the Extraordinary General Meeting to a later date as necessary.

“Adjusted EBITDA” means EBITDA further adjusted to exclude certain isolated costs incurred as a result of the COVID-19 pandemic, certain costs related to business transformation initiatives, certain foreign currency translation adjustments, certain other finance costs adjustments and adjustments in connection with Colombia’s value-added tax reform.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Merger and the Exchange.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 31, 2021, as may be amended, by and among Union, Procaps, Holdco and Merger Sub.

“Business Combination Proposal” means the proposal by ordinary resolution to approve the adoption of the Business Combination Agreement and the Business Combination.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings and on which banks are not required or authorized to close in the City of New York in the United States of America, the Cayman Islands, or Luxembourg in the Grand Duchy of Luxembourg; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any Governmental Authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Combined Company” means Holdco and its consolidated subsidiaries after giving effect to the Business Combination.

“Company” or “Procaps” means Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta and, particularly, the Companies Act Cap. 386 with company registration number C 59671.

“Company Material Adverse Effect” means any effects that, individually or in the aggregate with all other effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or operations of the Company and the subsidiaries of the Company taken as a whole or (b) does or would prevent, materially delay or materially impede the performance by the Company of its obligations under the Business Combination Agreement or the consummation of the Exchange, Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a Company Material Adverse Effect: (i) any enactment of, change or proposed change in or change in the interpretation of any Law or Accounting Principles; (ii) effects generally affecting the industries or geographic areas in which the Company or any of the subsidiaries of the Company operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war (whether or not declared), sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) effects arising from or relating to epidemics, pandemics, or disease outbreaks, including COVID-19 or any COVID-19 Measures; (vii) any actions taken or not taken by the Company or any of the subsidiaries of the Company as specifically required or permitted by the Business Combination Agreement or any Ancillary Agreement, (viii) the announcement or execution, pendency, negotiation or consummation of the Merger, the Exchange or any of the other Transactions (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities); (ix) any failure by the Company or any of the subsidiaries of the Company to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (ix) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in a Company Material Adverse Effect; (x) any pending or initiated Action against the Company, any of the subsidiaries of the Company or any of their respective officers or directors, in each case, arising out of or relating to the execution of the Business Combination Agreement, any Ancillary Agreements or any of the Transactions (other than any Action commenced by any Party to enforce its rights under the Business Combination Agreement or any Ancillary Agreement to which it is a party); (xi) any action taken or not taken by SPAC; or (xii) any actions taken, or failures to take action, or such other changes or events, in each case, which SPAC has specifically requested or to which it has specifically consented or which actions are specifically contemplated by the Business Combination Agreement or any Ancillary Agreement, in each case, except in the cases of clauses (i) through (vi), to the extent that the Company and the subsidiaries of the Company, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries or geographic areas in which the Company and the subsidiaries of the Company operate.

“Company Organizational Documents” means the memorandum and articles of association of Procaps, as amended, modified or supplemented from time to time.

“Company Requisite Approvals” means Procaps Board Approval and Procaps Shareholder Approval.

“Company Transaction Expenses” means the reasonable and documented Transaction Expenses of Procaps or any of its affiliates, including, without limitation, (a) Transaction Expenses incurred in the negotiation and preparation of the Business Combination Agreement, the Ancillary Agreements and the other documents contemplated hereby and thereby and the performance and compliance with all agreements and conditions contained herein and therein, (b) Transaction Expenses incurred in preparing and obtaining the PCAOB Financials, (c) Transaction Expenses incurred in connection with obtaining the consent or approval of any person or Governmental Authority in connection with the Transactions, (d) Transaction Expenses incurred in connection with the Transactions (including the formation of Holdco, Merger Sub and the structuring, negotiation and documentation of the Exchange and Merger) and (e) Transaction Expenses incurred in connection with obtaining the D&O Tail Policy. For the avoidance of doubt, the Company Transaction Expenses include the fees, expenses and disbursements of legal counsel, auditors and accountants, due diligence expenses, advisory and consulting fees and expenses, and other third-party fees.

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“Competing Seller” means a person (including any financial investor or group of financial investors) actively engaged, directly or indirectly, in any one or more of the development, production, marketing, distribution and/or exploitation of any products and/or services, in each case other than Procaps, the Procaps Shareholders and indirect equityholders or any subsidiary of Procaps.

“Competing SPAC Transaction” means any merger or business combination between SPAC, on the one hand, and a Competing Seller, on the other hand.

“Continental” means Continental Stock Transfer & Trust Company, Union’s transfer agent and warrant agent.

“COVID-19” means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, delay, shut down (including the shutdown of air cargo routes), closure, sequester, safety or similar Law, directive, guideline or recommendation promulgated by any Governmental Authority, in each case with or in response to COVID-19.

“Deferred Fees” means the amount of deferred fees held in the Trust Account in connection with SPAC’s IPO payable to the underwriters or other advisors upon consummation of a business combination.

“Deseja” means the Deseja Trust, a trust organized under the laws of the State of Delaware and a Procaps Shareholder.

“D&O Tail Policy” means a fully-paid “tail” insurance policy for a term of six years from the Closing Date with terms and scope of coverage at least as favorable as the Company’s directors and officers insurance policy and SPAC’s directors and officers insurance policy covering those persons thereunder.

“EBITDA” means profit (loss) for the year before interest expense, net, income tax expense and depreciation and amortization.

“Exchange” means the transactions contemplated in the Business Combination Agreement to occur at the Exchange Effective Time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agreements” mean those certain individual Contribution and Exchange Agreements, each dated as of March 31, 2021, and entered into by and among Holdco, the Company and each of the Procaps Shareholders.

“Exchange Consideration” means the sum of (A) $971,286,889 and (B) the amount, if any, by which the SPAC Transaction Expenses exceed the SPAC Transaction Expenses Cap.

“Exchange Effective Time” means the time on which the issuance of the new Holdco Ordinary Shares and Holdco Redeemable B Shares pursuant to the Holdco Delegate Resolutions is effective on the Closing Date, which shall be the effective time of the contribution and exchange of Procaps Ordinary Shares held by Procaps Shareholders and exchanged for Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, as applicable and as contemplated under the Exchange Agreements, and which shall occur immediately following the consummation of the Merger and the redemption of all the Holdco Redeemable A Shares.

“Exchange Issuance” means the issuance of the Holdco Ordinary Shares and Holdco Redeemable B Shares (as applicable) to the Procaps Shareholders in connection with the Exchange.

“Exchange Ratio” means 33.444848, the ratio used for determining the number of aggregate Holdco Ordinary Shares and Holdco Redeemable B Shares for which the aggregate Procaps Ordinary Shares shall be converted in accordance with Section 3.01(a)(i) of the Business Combination Agreement.

“Extraordinary General Meeting” means the Extraordinary General Meeting of Union.

“Extension Amendment to the SPAC Articles” means an amendment to the SPAC Articles to extend the date by which the SPAC must consummate the Transactions from April 22, 2021 to October 22, 2021.

“Founder Shares” mean the SPAC Ordinary Shares issued prior to the IPO.

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“GAAP” means generally accepted accounting principles as in effect in the United States from time to time.

“Governmental Authority” means any U.S. federal, state, county or local or non-U.S. government, governmental, national, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body.

“Hoche” means Hoche Partners Pharma Holding S.A., a Luxembourg company and a Procaps Shareholder.

“Holdco” means Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 253360.

“Holdco Board” means the board of directors of Holdco.

“Holdco Board Approval” means one or several Holdco Board resolutions with respect to the approval of the Transaction and the Transaction Documents to which Holdco is or will be a party, including, for the avoidance of doubt, (a) the approval by the Holdco Board of the issuance on the Closing Date (and conditional on Closing) by a delegate of (i) the Merger Consideration (as defined below) in the form of new Holdco Ordinary Shares and (ii) new Holdco Ordinary Shares and new Holdco Redeemable B Shares following the Merger (in the context of the Exchange), both under the authorized share capital of Holdco and pursuant to the Holdco Delegate Resolutions, (b) the approval of the redemption by the Holdco Board immediately after the Merger and conditional upon, the Closing, by a delegate of all the Holdco Redeemable A Shares held by Procaps in Holdco, and (c) the approval of the redemption by the Holdco Board immediately after the Exchange and conditional upon the Closing, by a delegate of all the Holdco Redeemable B Shares held by IFC after the consummation of the Exchange.

“Holdco Delegate Resolutions” means the resolutions taken on the Closing Date by the delegate appointed by the Holdco Board pursuant to the Holdco Board Approval in order to (a) issue on the Closing Date (i) the Merger Consideration in the form of new Holdco Ordinary Shares and (ii) new Holdco Ordinary Shares and new Holdco Redeemable B Shares following the Merger (in the context of the Exchange), both under the authorized share capital of Holdco, and (b) redeem the Holdco Redeemable A Shares on the Closing Date immediately after the Merger and the Holdco Redeemable B Shares immediately after the Exchange.

“Holdco Ordinary Shares” means the ordinary shares of Holdco, each having a nominal value in U.S. dollars of $0.01 per share.

“Holdco Organizational Documents” means the articles of association of Holdco as amended, modified or supplemented from time to time, including as contemplated by Section 2.05(b) of the Business Combination Agreement.

“Holdco Redeemable A Shares” means the redeemable A shares of Holdco held by Procaps, each having a nominal value in U.S. dollars of $0.01 per share.

“Holdco Redeemable B Shares” means the redeemable B shares of Holdco, each having a nominal value in U.S. dollars of $0.01 per share, to be issued to IFC upon consummation of the Exchange.

“Holdco Redeemable Shares” means the Holdco Redeemable A Shares and the Holdco Redeemable B Shares.

“Holdco Requisite Approvals” means the Holdco Board Approval, the Holdco Delegate Resolutions and the Holdco Shareholder Approval, as applicable.

“Holdco Shareholder Approval” means the approval of the sole shareholder of Holdco, at an extraordinary general meeting of the sole shareholder of Holdco, to be held in front of a Luxembourg notary prior to the Closing Date to inter alia implement (i) a sufficiently large authorized share capital for the issuance of new Holdco Ordinary Shares in the context of the Merger and the issuance of new Holdco Ordinary Shares and Holdco Redeemable B Shares in the context of the Exchange and (ii) the A&R Holdco Organizational Documents as contemplated by the Business Combination Agreement.

“Holdco Shares” means, collectively, the Holdco Ordinary Shares and Holdco Redeemable Shares.

“IASB” means the International Accounting Standards Board.

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“IFC” means the International Finance Corporation, an international organization established by Articles of Agreement among its member countries.

“IFC Redemption Agreement” means that certain Share Redemption Agreement entered into by and between Holdco and IFC on March 31, 2021, pursuant to which Holdco shall redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with the terms thereunder.

“IFRS” means the International Financial Reporting Standards, as issued by the IFRS Foundation and the IASB.

“Initial Shareholders” mean holders of Founder Shares, which include (i) Union Acquisition Associates, II, LLC, with such shares being beneficially owned by Kyle P. Bransfield, (ii) Union Group International Holdings Ltd., with such shares being beneficially owned by Juan Sartori, (iii) Daniel W. Fink, (iv) Gerald W. Haddock, (v) Joseph J. Schena, (vi) PENSCO Trust Company, with such shares being beneficially owned by Kyle P. Bransfield, (vii) Federico Trucco and (viii) Laurence Bodner.

“Intellectual Property” means: (a) patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions or reexaminations thereof; (b) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans, and other source identifiers, and all applications, registrations, and renewals in connection therewith, together with all of the goodwill associated with the foregoing; (c) copyrights, and other works of authorship (whether or not copyrightable), and moral rights, and registrations and applications for registration, renewals and extensions thereof; (d) trade secrets and know-how (including ideas, formulas, compositions, inventions (whether or not patentable or reduced to practice)), customer and supplier lists, improvements, protocols, processes, methods and techniques, research and development information, industry analyses, algorithms, architectures, layouts, drawings, specifications, designs, plans, methodologies, proposals, industrial models, technical data, financial and accounting data (including pricing and cost information), and all other data, databases and database rights; (e) Internet domain names and social media accounts; (f) rights of privacy and publicity and all other intellectual property or proprietary rights of any kind or description recognized under applicable Laws; (g) copies and tangible embodiments of any of the foregoing, in whatever form or medium; and (h) all legal rights arising from items (a) through (f), including the right to prosecute and perfect such interests and rights to sue, oppose, cancel, interfere, and enjoin based upon such interests, including such rights based on past infringement, if any, in connection with any of the foregoing.

“IPO” means Union’s initial public offering of units, consummated on October 22, 2019.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Lien” means any lien, security interest, mortgage, deeds of trust, pledge, adverse claim, usufruct, option, right of first refusal, right of first offer, charge, claim, equitable interest, easement, encroachment, lease or sublease, or restriction on the right to vote, sell, transfer or otherwise dispose of any capital stock, shares, or other voting securities, or similar encumbrance (other than those created under applicable securities Laws, and not including any license of Intellectual Property).

“Merger” means the merging of Merger Sub with and into Union pursuant to the laws of the Cayman Islands, with Union surviving the Merger as a wholly owned subsidiary of Holdco.

“Merger Effective Time” means the date to be specified by the Plan of Merger when the Merger shall become effective on the date specified as such in a notice to the Registrar of Companies signed by a director of each of Union and Merger Sub in accordance with section 234 of the Cayman Islands Companies Act.

“Merger Proposal” means the proposal by special resolution to approve and confirm the Plan of Merger.

“Merger Sub” means OZLEM Limited, an exempted company incorporated under the laws of the Cayman Islands with registration number 373625.

“Minski Family” means, collectively, Sognatore, Simphony, Deseja and each of the direct and indirect beneficiaries of such trusts.

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“Nasdaq” means the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, as may be applicable.

“Nasdaq Proposal” means the proposal by ordinary resolution to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of SPAC Ordinary Shares in connection with the PIPE, consisting of more than 20% of the current total issued and outstanding SPAC Ordinary Shares.

“Nomination Agreement” means that certain nomination agreement to be entered into by and among Holdco, certain Procaps Shareholders and the Sponsors in connection with the Closing, substantially in the form attached to the Business Combination Agreement as Exhibit D.

“Payment Spreadsheet” means a spreadsheet that shall be delivered by Procaps to SPAC pursuant to Section 3.01(b) of the Business Combination Agreement at least five (5) Business Days prior to the Closing (except as may otherwise be agreed in writing by Procaps and SPAC), which shall set forth, (a) the initial allocation of the Exchange Consideration among Procaps Shareholders, (b) the adjustment to the allocation of the Exchange Consideration described in (a) of this definition to account for the economic rights of certain Procaps Shareholders under Procaps Shareholders’ Agreements, in accordance with the Exchange Agreements and Section 2.01 of Procaps Disclosure Schedule, (c) any applicable share premium, and (d) the number of Holdco Ordinary Shares and Holdco Redeemable B Shares, as applicable, issuable to each Procaps Shareholder in connection with the Exchange.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“PCAOB Financials” means the audited consolidated balance sheet of the Company and the consolidated subsidiaries of the Company as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income and cash flows of the Company and the consolidated subsidiaries of the Company for such years, in each case prepared in accordance with the IFRS and audited in accordance with the auditing standards of the PCAOB.

“PIPE” or “PIPE Investment” means any private placement or placements of SPAC Ordinary Shares which shall become Holdco Ordinary Shares in connection with the consummation of the Transactions.

“PIPE Investment Amount” means $100,000,000.

“PIPE Investors” means persons that have entered into Subscription Agreements to purchase for cash SPAC Ordinary Shares which shall become Holdco Ordinary Shares in connection with the consummation of the Transactions pursuant to the PIPE Investment on or prior to the Closing Date.

“PIPE Shares” means the SPAC Ordinary Shares to be issued to the PIPE Investors in connection with the PIPE.

“Plan of Merger” means the Plan of Merger in the form attached hereto as Annex B.

“Private Placement Warrants” means the warrants to purchase SPAC Ordinary Shares purchased in a private placement in connection with the IPO.

“Procaps Board Approval” means the resolutions of the board of directors of Procaps approving and authorizing (a) the Business Combination Agreement, the Transaction Documents to which Procaps is or will be a party, and the Transactions, (b) the Exchange Issuance, and (c) the Holdco Redeemable A Shares Redemption (as defined below).

“Procaps Disclosure Schedule” means the disclosure schedule delivered by Procaps in connection with the Business Combination Agreement.

“Procaps Ordinary Shares” means Procaps’ ordinary shares, with a nominal value of $1.00 per share representing the entire share capital of Procaps on a fully diluted basis.

“Procaps Shareholders” means the holders of Procaps Ordinary Shares as of the date of the Business Combination Agreement and representing all, and not part of, the holders of Procaps Ordinary Shares on a fully diluted basis.

“Procaps Shareholders’ Agreements” means the shareholders’ agreements, put option agreements, pledge agreements and similar agreements entered into by and among Procaps and one or more of Procaps Shareholders,

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other than agreements entered into on or about the date of the Business Combination Agreement by Procaps and one or more of Procaps Shareholders in connection with any of the Transactions, each of which will expire on or prior to the Closing Date in accordance with the Termination Agreements.

“Procaps Shareholder Approval” means the resolutions of Procaps Shareholders approving the Business Combination Agreement, the Transaction Documents to which Procaps is or will be a party, and the Transactions.

“Procaps Shareholders’ Agreements Liens” means the Liens under Procaps Shareholders’ Agreements, each of which will expire on or prior to the Closing Date in accordance with the Termination Agreements.

“Public Share” means a SPAC Ordinary Share issued as part of a SPAC Unit in the IPO.

“Public Shareholders” means the holders of Public Shares that were offered as part of the IPO.

“Redemption Rights” means the redemption rights provided for in Articles 8 and 48 of the SPAC Articles.

“Registration Rights and Lock-Up Agreement” means that certain Registration Rights and Lock-Up Agreement to be entered into in connection with the Closing by and among the Initial Shareholders and the Procaps Shareholders, substantially in the form attached to the Business Combination Agreement as Exhibit A.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Escrow Agreement” means that certain Share Escrow Agreement dated as of October 17, 2019 by and between SPAC and Continental, as escrow agent.

“Simphony” means the Simphony Trust, a trust organized under the laws of the State of Delaware and a Procaps Shareholder.

“Sognatore” means the Sognatore Trust, a trust organized under the laws of New Zealand and a Procaps Shareholder.

“SPAC” or “Union” means Union Acquisition Corp. II, a Cayman Islands exempted company limited by shares with registration number 345887.

“SPAC Articles” means the Amended and Restated Memorandum and Articles of Association of SPAC, as amended, modified or supplemented from time to time.

“SPAC Disclosure Schedule” means the disclosure schedule delivered by Union in connection with the Business Combination Agreement.

“SPAC Material Adverse Effect” means any effects that, individually or in the aggregate with all other effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or operations of SPAC or (b) does or would prevent, materially delay or materially impede the performance by SPAC of its obligations under the Business Combination Agreement or any of the Ancillary Agreements or the consummation of the Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a SPAC Material Adverse Effect: (i) any enactment of, change or proposed change in or change in the interpretation of any Law or Accounting Principles; (ii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii) acts of war (whether or not declared), sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or changes in global, national, regional, state or local political or social conditions; (iv) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (v) Effects arising from or relating to epidemics, pandemics, or disease outbreaks, including COVID-19 or any COVID-19 Measures; (vi) any actions taken or not taken by SPAC as specifically required or permitted by the Business Combination Agreement or any Ancillary Agreement; (vii) the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including the impact thereof on relationships with Governmental Authorities); (viii) any pending or initiated Action against SPAC or any of its officers or directors, in each case, arising out of or relating to the execution of the Business

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Combination Agreement or the Transactions (other than any Action commenced by any party thereto to enforce its rights under the Business Combination Agreement or any Ancillary Agreement to which it is a party); (ix) any action taken or not taken by the Company or any subsidiary of the Company; or (x) any actions taken, or failures to take action, or such other changes or events, in each case, which the Company has specifically requested or to which it has specifically consented or which actions are specifically contemplated by the Business Combination Agreement, in each case, except in the cases of clauses (i) through (v), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industries or geographic areas in which SPAC operates.

“SPAC Ordinary Shares” means the SPAC’s ordinary shares, par value $0.0001 per share.

“SPAC Organizational Documents” means the SPAC Articles and the Trust Agreement, in each case as amended, modified or supplemented from time to time.

“SPAC Proposals” means proposals made to the shareholders of the Union pursuant to the SPAC Organizational Documents and applicable Law to approve and adopt (a) the Business Combination Agreement and the Transactions, including the Merger, (b) the Extension Amendment to the SPAC Articles, and (c) any other proposals the Parties deem in good faith are necessary or desirable to effect the Transactions.

“SPAC Transaction Expenses” means the reasonable and documented Transaction Expenses of SPAC or any of its affiliates, including (a) any and all Transaction Expenses incurred in the negotiation and preparation of the Business Combination Agreement, the Ancillary Agreements and the other documents contemplated hereby and thereby and the performance and compliance with all agreements and conditions contained herein and therein, (b) any and all Transaction Expenses incurred in the negotiation, preparation or consummation of the PIPE Investment, including advisory fees and placement fees and (c) the preparation, printing and mailing of this proxy statement/prospectus and the Registration Statement of which this proxy statement/prospectus is a part. For the avoidance of doubt, the SPAC Transaction Expenses (i) include the fees, expenses and disbursements of legal counsel, auditors and accountants, due diligence expenses, advisory and consulting fees and expenses, other third-party fees and any Deferred Fees, and (ii) do not include any expenses incurred by SPAC in its pursuit of potential acquisition or business targets other than the Company or that were not incurred by SPAC in connection with or in furtherance of the Transactions. For the avoidance of doubt, the fees and expenses set forth on Section 1.01 of the SPAC Disclosure Schedule shall constitute SPAC Transaction Expenses.

“SPAC Transaction Expenses Cap” means $16,500,000.

“SPAC Unit” means a unit comprising one SPAC Ordinary Share and one SPAC Warrant.

“SPAC Warrant Agreement” means that certain warrant agreement, dated as of October 17, 2019, by and between SPAC and Continental, as amended, modified or supplemented from time to time.

“SPAC Warrants” means warrants to purchase SPAC Ordinary Shares as contemplated under the SPAC Warrant Agreement, with each warrant exercisable for the number of SPAC Ordinary Shares stated in the applicable SPAC Warrant at an exercise price per SPAC Ordinary Share of $11.50.

“SPAC Public Warrant” means a SPAC Warrant issued as part of a SPAC Unit in the IPO.

“Special Purpose IFRS” means IFRS, except for those certain exceptions described in the auditors’ report and notes to the 2018 and 2019 Company Financial Statements.

“Sponsors” means Union Group International Holdings Limited and Union Acquisition Associates II, LLC.

“Subscribers” means the institutional investors that have committed to purchase SPAC Ordinary Shares in the PIPE.

“Subscription Agreements” means the contracts executed by the PIPE Investors on or before the date of the Business Combination Agreement in connection with the PIPE Investment, each as amended, modified or supplemented from time to time.

“Termination Agreements” means those certain termination agreements entered into by Procaps and one or more of Procaps Shareholders and pursuant to which all Procaps Shareholders’ Agreements and Procaps Shareholders’ Agreements Liens will automatically expire on or prior to the Closing Date in accordance with the terms thereunder.

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“Transaction Documents” means the Business Combination Agreement, including all schedules and exhibits thereto, Procaps Disclosure Schedule, the SPAC Disclosure Schedule, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by SPAC, Holdco, Merger Sub or Procaps in connection with the Transactions and specifically contemplated by the Business Combination Agreement.

“Transaction Expenses” means (a) all out-of-pocket fees, costs and expenses (including all fees, costs and expenses of outside counsel, accountants, investment bankers, experts and consultants to a Party and its affiliates and all fees, costs and expenses in connection with newly issued equity and/or debt financing in connection with the Transactions) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, review, negotiation, execution and performance of the Business Combination Agreement and the other Transaction Documents and consummation of the Transactions, this proxy statement/prospectus, the Registration Statement of which this proxy statement/prospectus is a part and the solicitation of the shareholders of Union and Procaps Shareholders and the preparation of any required filings or notices under applicable Antitrust Laws, if any, and (b) the premiums, commissions and other fees paid or payable in connection with obtaining any directors’ and officers’ “tail” insurance policy.

“Transaction Proposals” means the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal.

“Transaction Support Agreement” means the Transaction Support Agreement, dated as of March 31, 2021, by and among Union, Holdco, Procaps, certain Procaps Shareholders, the Sponsors, certain other Initial Shareholders and certain officers and directors of the SPAC, as amended, modified or supplemented from time to time.

“Transactions” means the transactions contemplated by the Transaction Documents, including the Exchange and the Merger.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the simultaneous sale of the Private Placement Warrants.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of October 17, 2019, by and between SPAC and Continental.

“Warrant Amendment” means that certain Assignment, Assumption and Amendment Agreement to be entered into by and among Holdco, SPAC and Continental, as warrant agent, pursuant to which the SPAC’s obligations under the SPAC Warrant Agreement shall be amended and Holdco shall assume such obligations to give effect to the conversion of SPAC Warrants to Holdco Warrants (as defined below) at the Merger Effective Time, substantially in the form attached to the Business Combination Agreement as Exhibit E.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Union shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held virtually, at https://www.cstproxy.com/unionacquisitioncorpii/sm2021. For the purposes of the SPAC Articles, the physical location of the Extraordinary General meeting shall be the offices of Linklaters LLP located at 1290 Avenue of the Americas, New York, NY 10104.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Union has entered into the Business Combination Agreement with Holdco, Merger Sub and Procaps, which provides for the Business Combination in which, among other transactions, Merger Sub will merge with and into Union, with Union surviving such merger and becoming a direct wholly-owned subsidiary of Holdco, and Procaps will become a direct wholly-owned subsidiary of Holdco. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

As a result of the Business Combination: (i) the holders of all SPAC Ordinary Shares issued and outstanding prior to the Merger Effective Time will receive one validly issued and fully paid Holdco Ordinary Share in exchange for each SPAC Ordinary Share held by them; and (ii) each Procaps Shareholder will contribute its respective Procaps Ordinary Shares to Holdco in exchange for Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares. Please see “The Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Union shareholders are being asked to consider and vote upon a proposal by ordinary resolution to adopt and approve the Business Combination Agreement and approve the Transactions contemplated thereby, among other proposals. You are receiving this proxy statement/prospectus because you hold SPAC Ordinary Shares as of the record date for the Extraordinary General Meeting.

The SPAC Ordinary Shares, SPAC Warrants and SPAC Units are currently listed on Nasdaq under the symbols “LATN,” “LATNW” and “LATNU,” respectively. Holdco intends to apply to list its Holdco Ordinary Shares and Holdco Warrants on Nasdaq in connection with the Closing. All outstanding SPAC Units will be separated into their component securities immediately prior to the Closing. Accordingly, Holdco will not have units outstanding following consummation of the Business Combination.

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety. This document also constitutes a prospectus of Holdco with respect to the Holdco Ordinary Shares issuable in the Merger.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

Q:     When and where is the Extraordinary General Meeting?

A:     The Extraordinary General Meeting will be held virtually, at https://www.cstproxy.com/unionacquisitioncorpii/sm2021. For the purposes of the SPAC Articles, the physical location of the Extraordinary General Meeting shall be the offices of Linklaters LLP located at 1290 Avenue of the Americas, New York, NY 10104.

Q:     How can I attend the Extraordinary General Meeting virtually?

Union is pleased to conduct the Extraordinary General Meeting virtually via the Internet through a live webcast and online shareholder tools. Union is offering shareholders the ability to attend the Extraordinary General Meeting virtually due to the continuing impact of and uncertainty surrounding the COVID-19 pandemic and to support the health and well-being of shareholders. However, Union also believes a virtual format facilitates shareholder attendance and participation by leveraging technology to allow Union to communicate more

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effectively and efficiently with its shareholders. This format empowers shareholders around the world to participate at no cost. Union will use the virtual format to enhance shareholder access and participation and protect shareholder rights. For example:

•        Union Encourages Questions.    Shareholders have multiple opportunities to submit questions for the meeting. Shareholders may submit a question online in advance or live during the meeting, following the instructions below. During the meeting, Union will answer as many appropriate shareholder-submitted questions as time permits. Following the Extraordinary General Meeting, Union will publish an answer to each appropriate question received on its website at https://www.cstproxy.com/unionacquisitioncorpii/sm2021 as soon as practical following completion of the Extraordinary General Meeting.

•        Union Believes in Transparency.    Although the live webcast is available only to shareholders at the time of the meeting, following completion of the Extraordinary General Meeting, a webcast replay, final report of the inspector of election, and answers to all appropriate questions asked by investors in connection with the Extraordinary General Meeting will be posted to Union’s website at https://www.cstproxy.com/unionacquisitioncorpii/sm2021.

•        Union Proactively Takes Steps to Facilitate Your Participation.    During the Extraordinary General Meeting, Union will offer live technical support for all shareholders attending the meeting.

Meeting Admission

Attending Virtually.    If you plan to attend the Extraordinary General Meeting virtually, please be aware of what you will need to gain admission, as described below. If you do not comply with the procedures described here for attending the Extraordinary General Meeting virtually, you will not be able to participate in the Extraordinary General Meeting. Shareholders may participate in the Extraordinary General Meeting per the below instructions:

Union Acquisition Corp. II Virtual Shareholder Extraordinary General Meeting Information:

Meeting Date: September 22, 2021

Meeting Time: 9:00 a.m. Eastern Time

Extraordinary General Meeting webpage (information, webcast, and replay): https://www.cstproxy.com/unionacquisitioncorpii/sm2021

Telephone access (listen-only):

Within the U.S. and Canada: 1 888-965-8995 (toll-free)

Outside of the U.S. and Canada: +1 415-655-0243 (standard rates apply)

Passcode for telephone access:

99206908#

To attend virtually and participate in the Extraordinary General Meeting, shareholders of record must use their control number on their Notice of Internet Availability or proxy card to log into https://www.cstproxy.com/unionacquisitioncorpii/sm2021. Beneficial shareholders who do not have a control number may gain access to the meeting by logging into their brokerage firm’s website and selecting the shareholder communications mailbox to link through to the Extraordinary General Meeting; instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee.

Union encourages you to access the meeting prior to the start time. Please allow ample time for online check-in, which will begin fifteen minutes prior to the start time. Union will have technicians ready to assist if you have difficulties accessing the virtual meeting during the check-in time or during the Extraordinary General Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or course of the Extraordinary General Meeting, please call 973-236-1576.

Asking Questions.    Shareholders have multiple opportunities to submit questions for the Extraordinary General Meeting. Shareholders who wish to submit a question in advance may do so on the Extraordinary General Meeting website, https://www.cstproxy.com/unionacquisitioncorpii/sm2021. Shareholders also may submit questions live during the meeting. Union plans to reserve time for shareholder questions to be read and answered by Union

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personnel during the meeting. Shareholders can also access copies of this proxy statement/prospectus at the Extraordinary General Meeting website. In submitting questions, please note that Union will only address questions that are germane to the matters being voted on at the Extraordinary General Meeting.

Voting Before or During the Meeting

Whether you are a shareholder of record or a beneficial shareholder, you may direct how your shares are voted without participating in the Extraordinary General Meeting. Union encourages shareholders to vote well before the Extraordinary General Meeting, even if they plan to attend the virtual meeting, by completing proxies online or by telephone, or, if they received printed copies of these materials, by mailing their proxy cards. Shareholders can vote via the Internet in advance of or during the meeting. Shareholders who attend the virtual Extraordinary General Meeting should follow the instructions at https://www.cstproxy.com/unionacquisitioncorpii/sm2021 to vote or submit questions during the meeting.

Voting online during the meeting will replace any previous votes, and the online polls will close shortly after the beginning of the meeting on September 22, 2021.

Revoking Your Proxy or Changing Your Vote.    Shareholders of record may revoke their proxy at any time before the electronic polls close by submitting a later-dated vote online during the Extraordinary General Meeting via the Internet, by telephone, by mail, or by delivering instructions to Union’s Secretary before the Extraordinary General Meeting commences. Beneficial shareholders may revoke any prior voting instructions by contacting the broker, bank, or other nominee that holds their shares or by voting online during the meeting.

Q:     What are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting?

A:     Union shareholders are being asked to approve the following proposals at the Extraordinary General Meeting:

1.      Business Combination Proposal — a proposal by ordinary resolution to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination (Proposal No. 1);

2.      Merger Proposal — a proposal by special resolution to approve the Merger and authorize, approve and confirm the Plan of Merger (Proposal No. 2);

3.      The Nasdaq Proposal — a proposal by ordinary resolution to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of SPAC Ordinary Shares in connection with the PIPE, consisting of more than 20% of the current total issued and outstanding SPAC Ordinary Shares (Proposal No. 3); and

4.      Adjournment Proposal — a proposal by ordinary resolution to approve, if necessary, the adjournment of the Extraordinary General Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Union shareholders, (ii) to solicit additional proxies from Union shareholders in favor of the Transaction Proposals, or (iii) if Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition (as defined below) to each party’s obligation to consummate the Business Combination would not be satisfied. The Adjournment Proposal will only be presented to Union shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Merger Proposal or the Nasdaq Proposal, or in the event that Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transaction, the Minimum Cash Condition to each party’s obligation to consummate the Business Combination would not be satisfied (Proposal No. 4).

Q:     What will happen in the Business Combination?

A:     Pursuant to the Business Combination Agreement, and upon the terms and subject to the conditions set forth therein, (a) Merger Sub will merge with and into Union, with Union surviving the merger and becoming a direct wholly-owned subsidiary of Holdco and, in the context of the Merger, (i) all SPAC Ordinary Shares outstanding shall be exchanged with Holdco for the right to receive the Merger Consideration in the form of Holdco Ordinary Shares pursuant to a share capital increase of Holdco, (ii) each SPAC Warrant will become a Holdco Warrant

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exercisable for Holdco Ordinary Shares, on substantially the same terms as the SPAC Warrants, and (iii) Holdco shall enter into the Warrant Amendment with Union and Continental, to amend and assume Union’s obligations under the SPAC Warrant Agreement to give effect to the conversion of SPAC Warrants to Holdco Warrants; (b) immediately following the consummation of the Merger and prior to the Exchange, Holdco will redeem all 4,000,000 Holdco Redeemable A Shares held by Procaps as a result of the incorporation of Holdco at their nominal value; (c) immediately following the consummation of the Merger and the redemption of all the Holdco Redeemable A Shares, pursuant to the Exchange Agreements, each of the Procaps Shareholders, effective on the Exchange Effective Time, will contribute its respective Procaps Ordinary Shares to Holdco in exchange for Holdco Ordinary Shares, and, in the case of IFC, for Holdco Ordinary Shares and Holdco Redeemable B Shares, to be subscribed for by each such Procaps Shareholder; (d) as a result of the Exchange, Procaps will become a direct wholly-owned subsidiary of Holdco and the Procaps Shareholders will become holders of issued and outstanding Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares; and (e) immediately following the Exchange, Holdco will redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with the IFC Redemption Agreement. Please see the section entitled “The Business Combination” for additional information.

Q:     Are the proposals conditioned on one another?

A:     The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that, in the event that any of the Business Combination Proposal, the Merger Proposal or the Nasdaq Proposal does not receive the requisite vote for approval, Union will not consummate the Business Combination. Pursuant to Section 48.6(a) of the SPAC Articles, if Union does not consummate the Business Combination and fails to complete an initial business combination by October 22, 2021, Union will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such Trust Account to its Public Shareholders.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Business Combination Agreement, including the approval by Union shareholders of the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal. In addition, unless waived by the parties to the Business Combination Agreement, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on, after giving effect to the exercise of the Redemption Rights and payments related thereto, Union having at least an aggregate of $185,000,000 of cash held either in or outside the Trust Account, including the aggregate amount of the PIPE received as of the Closing (the “Minimum Cash Condition”). Net Proceeds from the PIPE are expected to be $100,000,000. Since the amount in the Trust Account is less than $185,000,000, Union requires the funds from the PIPE in order to consummate the Business Combination, unless the Minimum Cash Condition is waived by the parties to the Business Combination Agreement.

For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination and Certain Agreements Related to the Business Combination.”

Q:     Why is Union proposing the Business Combination?

A:     Union is a Cayman Islands exempted company incorporated on December 6, 2018 as a blank check company for the purpose of entering into a merger, share exchange asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. While Union may pursue a business combination with a private or public target in any business, industry or geographic location, we have focused on opportunities to capitalize on the extensive networks and experience of our management team in Latin America to identify, acquire and operate a business in natural resources, industrial operations and financial services and technology sectors.

In the prospectus for the IPO dated October 17, 2019, Union did not establish any specific attributes or criteria (financial or otherwise) for prospective target businesses but indicated that the Union management would consider a variety of factors in evaluating a prospective business target. These factors include, among others: financial condition and results of operation, growth potential, brand recognition and potential, experience and

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skill of management and availability of additional personnel, capital requirements, competitive position, barriers to entry, stage of development of the products, processes or services, existing distribution and potential for expansion, degree of current or potential market acceptance of the products, processes or services, proprietary aspects of products and the extent of intellectual property or other protection for products or formulas, impact of regulation on the business, regulatory environment of the industry, costs associated with effecting the business combination, industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and macro competitive dynamics in the industry within which the company competes. Based on its due diligence investigations of Procaps and the industry in which it operates, including the financial and other information provided by Procaps in the course of negotiations, Union believes that Procaps’ business meets Union’s investment criteria listed above.

The board of directors of Union (the “Union Board”) considered these wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by Union’s management and Union’s advisors. As a result, the Union Board concluded that a transaction with Procaps would present an attractive opportunity to maximize value for Union’s shareholders. Please see the section entitled “The Business Combination — Union’s Board of Directors’ Reasons for the Business Combination” for additional information.

Q:     Why is Union providing shareholders with the opportunity to vote on the Business Combination?

A:      Under the SPAC Articles, Union must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Union has elected to provide its shareholders with the opportunity to have their public shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Union is seeking to obtain the approval of its shareholders for the Business Combination Proposal to allow its Public Shareholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination. The approval of the Business Combination is required under the SPAC Articles, and the Merger requires the approval of Union shareholders under Cayman Islands law. In addition, such approvals are also conditions to the closing of the Business Combination under the Business Combination Agreement.

Q:     What is Procaps?

A:     Founded in 1977 by the Minski family, Procaps is a leading integrated international healthcare and pharmaceutical company based in Latin America with a presence in 13 countries and product reach in 50 markets modernizing oral drug delivery technology and capabilities with six state-of-the-art manufacturing facilities in Colombia, Brazil and El Salvador that provide innovative delivery technologies. Procaps is the top Softgel (as defined below) manufacturer in South and Central America and top three in the world in terms of Softgel production capacity. Procaps has extensive expertise in developing and manufacturing Softgel capsules and related dosage forms as evidenced by its development of over 500 pharmaceutical products formulations, resulting in the development of an average of over 150 new products, including more than 50 first time launch products, per year. As of December 31, 2020, Procaps employs over 4,700 people across 13 countries and has a strong history and focus on environmental, social and corporate governance (ESG) principles.

Q:     What revenues and profits/losses has Procaps generated in the last two years?

A:     For the fiscal years ended December 31, 2020 and 2019, Procaps had gross profits of $191.3 million and $182.5 million, and net loss for the year of $10.4 million and $17.0 million, respectively. As of December 31, 2020, Procaps’ total assets were $359.5 million, its total liabilities were $614.2 million and its total deficit was $254.7 million. For additional information, please see the sections entitled “Selected Historical Financial Data of Procaps” and “Procaps Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Q:     What risks does Procaps face in light of the COVID-19 pandemic?

A:      •       Procaps’ future results of operations are subject to fluctuations in the costs, availability, and suitability of the components of the products it manufactures, including active pharmaceutical ingredients, excipients, purchased components, and raw materials. In addition, the COVID-19 pandemic may interfere with the

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operations of certain of Procaps’ direct or indirect suppliers or with international trade for these supplies, which could raise Procaps’ costs or reduce the productivity or slow the timing of its operations, which could have a material adverse effect on its business, financial condition and results of operations.

•        Procaps’ business, financial condition, and results of operations may be adversely affected by global health epidemics, including the COVID-19 pandemic.

•        The demand for Procaps’ iCDMO (as defined below) services depends in part on its customers’ research and development and the clinical and market success of their products. In the event Procaps’ customers spend less on, or are less successful in, these activities for any reason, including as a result of decrease in spending due to the COVID-19 pandemic or recessionary economic conditions caused in whole or in part by the pandemic, Procaps’ business, financial condition, and results of operations may be materially adversely affected.

For additional information, see “Risk Factors — Risks Related to Procaps.

Q:     How has the announcement of the Business Combination affected the trading price of the SPAC Ordinary Shares?

A:     On March 30, 2021, the last trading date before the public announcement of the Business Combination, the SPAC Units and the SPAC Ordinary Shares closed at $10.45 and $10.04, respectively as reported by Bloomberg. On August 10, 2021, which is the latest closing price available on Bloomberg, the SPAC Units closed at $10.87 and on August 19, 2021, the record date of the Extraordinary General Meeting, the SPAC Ordinary Shares closed at $10.10, as reported by Bloomberg.

Q:     Following the Business Combination, will Union’s securities continue to trade on a stock exchange?

A:     No. Union anticipates that, following consummation of the Business Combination, the SPAC Units, SPAC Ordinary Shares and SPAC Warrants will be delisted from Nasdaq and Union will be deregistered under the Exchange Act. Upon the closing of the Business Combination, the Holdco Ordinary Shares and Holdco Warrants will be listed on the Nasdaq under the symbols “PROC” and “PROCW,” respectively.

Q:     Is the Business Combination the first step in a “going private” transaction?

A:     No. Union does not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Procaps to access the U.S. public markets. Accordingly, holders of SPAC Ordinary Shares that elect not to redeem their shares will have such shares exchanged on a one-for-one basis for Holdco Ordinary Shares.

Q:     What will the management of Holdco be following the Business Combination?

A:     Following the Business Combination, the Holdco Board is expected to be comprised of seven members, including Daniel W. Fink, Kyle P. Bransfield, Ruben Minski, Jose Minski, Alejandro Weinstein, Luis Fernando Castro and David Yanovich. Holdco’s executive management team will be led by the current management of Procaps. See the sections titled “Management of Procaps” and “Management of Holdco After the Business Combination” for more information.

Q:     What will Union shareholders receive in the Business Combination?

A:     At the Merger Effective Time, each SPAC Ordinary Share issued and outstanding prior to the Merger Effective Time will be exchanged for one Holdco Ordinary Share.

Q:     What will Union warrant holders receive in the Business Combination?

A:     At the Merger Effective Time, each SPAC Warrant that is outstanding immediately prior to the Merger Effective Time shall, pursuant to the SPAC Warrant Agreement and the Warrant Amendment, cease to represent a right to acquire one SPAC Ordinary Share and will be converted in accordance with the terms of such SPAC Warrant Agreement and the Warrant Amendment into a right to acquire one Holdco Ordinary Share (the “Holdco Warrant”).

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Q:     What will unitholders receive in the Business Combination?

A:     In connection with the consummation of the Business Combination and immediately prior to the Merger Effective Time, the SPAC Units will automatically separate into their component parts, and holders of SPAC Units will receive one Holdco Ordinary Share for each SPAC Ordinary Share and one Holdco Warrant for each SPAC Warrant.

Q:     What interests do the Subscribers of the PIPE Shares have in the Business Combination?

A:     In connection with the Business Combination and concurrently with the execution of the Business Combination Agreement, Union entered into separate subscription agreements with each Subscriber, pursuant to which the Subscribers agreed to purchase, and Union agreed to sell to the Subscribers, an aggregate of 10,000,000 SPAC Ordinary Shares, for a fixed purchase price of $10.00 per share, and an aggregate purchase price of $100,000,000. Such shares have an aggregate market value of approximately $101,000,000, based on the closing price of SPAC Ordinary Shares of $10.10 on Nasdaq on August 19, 2021, the record date for the Extraordinary General Meeting.

Such PIPE Shares will automatically be exchanged for the right to receive Holdco Ordinary Shares on a one-for-one basis at the Merger Effective Time. These PIPE Shares will not be outstanding on the record date and will not be entitled to vote at the Extraordinary General Meeting. The issuance of the PIPE Shares pursuant to the Subscription Agreements is contingent upon customary closing conditions, including the substantially concurrent consummation of the Business Combination.

Union anticipates that the 10,000,000 PIPE Shares will (1) constitute more than 20% of the SPAC Ordinary Shares then outstanding, (2) constitute a change of control of Union and (3) be sold for a purchase price of $10.00 per share, which will be less than the lower of (i) the closing price immediately preceding the signing of the Business Combination Agreement or (ii) the average closing price of the SPAC Ordinary Shares for the five trading days immediately preceding the signing of the Business Combination Agreement. As a result, Union is required to obtain shareholder approval of such issuances pursuant to Nasdaq Listing Rules. For more information, see the section entitled “Proposal No. 2 — The Nasdaq Proposal.”

Q:     What equity stake will the current shareholders of Union, the PIPE Investors and the Procaps Shareholders hold in Holdco after the closing of the Business Combination?

A:     It is anticipated that, upon completion of the Business Combination, (i) Union’s existing Shareholders, including the Initial Shareholders, will own approximately 15.5% of the issued and outstanding Holdco Ordinary Shares, including 5,000,000 Holdco Ordinary Shares held by the Initial Shareholders that will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement and 1,250,000 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement, (ii) the Procaps Shareholders will own approximately 76.1% of the issued and outstanding Holdco Ordinary Shares, all of which will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement and including 10,464,612 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement, (iii) the Subscribers in the PIPE will own approximately 8.4% of the issued and outstanding Holdco Ordinary Shares. These relative percentages assume that (i) none of Union’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares, (ii) the SPAC Transaction Expenses do not exceed the SPAC Transaction Expenses Cap and (iii) no additional equity securities of Union are issued at or prior to Closing, other than the 10,000,000 PIPE Shares currently subscribed for and to be issued in connection with the PIPE. If the actual facts are different than these assumptions, the percentage ownership retained by Union’s existing Shareholders will be different. Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

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The following tables present the share ownership of various holders of Holdco Ordinary Shares upon the closing of the Business Combination and are based on the assumptions that (i) the Closing Date shall be August 31, 2021, (ii) the SPAC Transaction Expenses do not exceed the SPAC Transaction Expenses Cap, (iii) no additional equity securities of Union are issued at or prior to Closing, other than the 10,000,000 PIPE Shares currently subscribed for and to be issued in connection with the PIPE and (iv) the following redemption scenarios:

No Redemptions:    This scenario assumes that none of Union’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares.

Maximum Redemptions:    This scenario assumes that Union’s existing Public Shareholders exercise their redemption rights with respect to approximately 5.0 million Public Shares (approximately 37% of the issued, outstanding and unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $10.00 per share. This maximum redemption scenario reflects the maximum number of SPAC Ordinary Shares that may be redeemed and still allow Union to meet the Minimum Cash Condition and the closing condition that the Holdco Ordinary shares be approved for listing on Nasdaq. The Nasdaq listing condition requires Holdco to have a market value of unrestricted publicly held shares, or “public float,” of at least $45 million. Assuming this maximum redemption scenario and a SPAC Ordinary Share price of $10.00 per share, Holdco is expected to have a public float of approximately $85.0 million.

Interim Redemption:    This scenario assumes that Union’s existing Public Shareholders exercise their redemption rights with respect to approximately 3.6 million Public Shares (approximately 26% of the issued, outstanding and unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $10.00 per share.

Shareholders of
Holdco Post Business
Combination

 

No Redemption

 

Maximum Redemption

 

Interim Redemption

Number
of Holdco
Ordinary
Shares in
millions

 

% of
Total
(6)

 

Number
of Holdco
Ordinary
Shares in
millions

 

% of
Total
(6)

 

Number
of Holdco
Ordinary
Shares in
millions

 

% of
Total
(6)

Public Shareholders

 

13.6

 

 

11.3

%

 

8.5

 

 

7.4

%

 

10.0

 

 

8.6

%

Initial Shareholders(1)

 

5.0

(3)

 

4.2

%

 

5.0

(3)

 

4.4

%

 

5.0

(3)

 

4.3

%

Minski Family(2)

 

67.5

(4)

 

56.4

%

 

67.5

(4)

 

58.9

%

 

67.5

(4)

 

58.1

%

Hoche

 

15.7

 

 

13.1

%

 

15.7

 

 

13.7

%

 

15.7

 

 

13.5

%

IFC

 

7.9

(5)

 

6.6

%

 

7.9

(5)

 

6.9

%

 

7.9

(5)

 

6.8

%

Subscribers in the PIPE

 

10.0

 

 

8.4

%

 

10.0

 

 

8.7

%

 

10.0

 

 

8.6

%

Total

 

119.7

 

 

100.0

%

 

114.6

 

 

100.0

%

 

116.1

 

 

100.0

%

____________

(1)      Includes all officers and directors of Union that hold Founder Shares.

(2)      Includes Deseja, Simphony and Sognatore.

(3)      Includes 1,250,000 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement.

(4)      Includes 10,464,612 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement.

(5)      Assumes Holdco’s redemption of the 6 million Holdco Redeemable B Shares from IFC.

(6)      Approximate percentage of total outstanding Holdco Ordinary Shares following the closing of the Business Combination.

Q:     Will my rights as a shareholder of Holdco be different from my rights as a shareholder of Union?

A:     Yes, there are certain material differences between your rights as a shareholder of Union and your rights as a shareholder of Holdco. You are urged to read the sections entitled “Description of Holdco Securities” and “Comparison of Shareholder Rights.”

Q:     Will Union obtain new financing in connection with the Business Combination?

A:     Union and Holdco do not expect to enter into any debt financing in connection with the Business Combination, nor is Holdco expected to have any indebtedness following the completion of the Business Combination. Union will obtain new equity financing through the PIPE. Union will use the proceeds from the PIPE, together with a portion of the funds in the Trust Account to fund the cash consideration pursuant to the Business Combination

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Agreement and the transaction expenses borne by Union pursuant to the Business Combination Agreement, and Holdco will use the remaining net proceeds to redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with the IFC Redemption Agreement and for general corporate purposes.

Q:     Why is Union proposing the Merger Proposal?

A:     As part of the Business Combination, Merger Sub will merge with and into Union, with Union continuing as the surviving company in such merger. Under the SPAC Articles and Cayman Islands law, Union must obtain the affirmative vote of a majority of at least two-thirds of shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting to effect the Merger. Therefore, Union is seeking to obtain the approval of its shareholders for the Merger Proposal. The approval of the Merger Proposal is also a condition to the closing of the Business Combination under the Business Combination Agreement. For additional information, please see the section entitled “Proposal No. 2 — The Merger Proposal.”

Q:     Why is Union proposing the Nasdaq Proposal?

A:     Union is proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d), which require shareholder approval of the issuance of securities in certain transactions that result in (1) the issuance of 20% or more of the voting power outstanding or shares of common stock outstanding before issuance of securities, (2) the issuance or potential issuance will result in a change of control of the registrant or (3) the sale or issuance of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance. Union anticipates that the 10,000,000 SPAC Ordinary Shares to be issued pursuant to the Subscription Agreements in the PIPE will (1) constitute more than 20% of the SPAC Ordinary Shares then outstanding, (2) constitute a change of control of Union and (3) be sold for a purchase price of $10.00 per SPAC Ordinary Share, which will be less than the lower of (i) the closing price immediately preceding the signing of the Business Combination Agreement or (ii) the average closing price of the SPAC Ordinary Shares for the five trading days immediately preceding the signing of the Business Combination Agreement. As a result, Union is required to obtain shareholder approval of such issuances pursuant to Nasdaq Listing Rules 5635(a), (b) and (d). For more information, see the section entitled “Proposal No. 3 — The Nasdaq Proposal.” The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and the Merger Proposal.

Q:     Why is Union proposing the Adjournment Proposal?

A:     Union is proposing the Adjournment Proposal to allow the Union Board to, if necessary, adjourn the Extraordinary General Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Union shareholders, (ii) to solicit additional proxies from Union shareholders in favor of the Transaction Proposals, or (iii) if Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to each party’s obligation to consummate the Business Combination would not be satisfied. The Adjournment Proposal will only be presented to Union shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Merger Proposal or the Nasdaq Proposal, or in the event that Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to each party’s obligation to consummate the Business Combination would not be satisfied. Please see the section entitled “Proposal No. 4 — The Adjournment Proposal” for additional information.

Q:     What happens if I sell my SPAC Ordinary Shares before the Extraordinary General Meeting?

A:     The record date for the Extraordinary General Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your SPAC Ordinary Shares after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be able to seek redemption

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of your SPAC Ordinary Shares because you will no longer be able to deliver your share certificates (if any) and other redemption forms for cancellation upon consummation of the Business Combination and you will not be entitled to receive any Holdco Ordinary Shares following the Closing because only Union’s shareholders on the date of the Closing will be entitled to receive Holdco Ordinary Shares in connection with the Closing. If you transfer your SPAC Ordinary Shares prior to the record date, you will have no right to vote those shares at the Extraordinary General Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:     What vote is required to approve the proposals presented at the Extraordinary General Meeting?

A:     The approval of each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting. Accordingly, a Union shareholder who does not vote by proxy or in person (or virtually) at the Extraordinary General Meeting will not be counted towards the number of SPAC Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on such proposals. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals. Currently, the Initial Shareholders, including the directors and officers of Union, own 26.9% of Union’s issued and outstanding SPAC Ordinary Shares, including all of the Founder Shares, and have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Business Combination.

The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting. Accordingly, a Union shareholder’s failure to vote by proxy or in person (or virtually) at the Extraordinary General Meeting will not be counted towards the number of SPAC Ordinary Shares required to validly establish a quorum and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Merger Proposal. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals, including the Merger Proposal. The Initial Shareholders have agreed to vote their Founder Shares and any SPAC Ordinary Shares purchased by them during or after the IPO in favor of the Merger Proposal.

Q:     What happens if the Business Combination Proposal is not approved?

A:     Pursuant to Section 48.6 of the SPAC Articles, if the Business Combination Proposal is not approved and Union does not consummate a business combination by October 22, 2021, Union will be required to dissolve and liquidate the Trust Account.

Q:     How many votes do I have at the Extraordinary General Meeting?

A:     Union shareholders are entitled to one vote on each proposal presented at the Extraordinary General Meeting for each SPAC Ordinary Share held of record as of August 19, 2021, the record date for the Extraordinary General Meeting. As of the close of business on the record date, there were 18,553,164 outstanding SPAC Ordinary Shares.

Q:     What constitutes a quorum at the Extraordinary General Meeting?

A:     The holders of a majority of the issued and outstanding SPAC Ordinary Shares entitled to vote as of the record date for the Extraordinary General Meeting must be present, in person (including virtually) or represented by proxy, at the Extraordinary General Meeting to constitute a quorum and to conduct business at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals. The Initial Shareholders, who currently own 26.9% of the issued and outstanding SPAC Ordinary Shares, will count towards this quorum. In the absence of a quorum within half an hour from the time appointed for the Extraordinary General Meeting to commence, the Extraordinary General Meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Union Board may determine. As of the record date for the Extraordinary General Meeting, holders of 9,276,583 SPAC Ordinary Shares would be required to achieve a quorum.

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Q:     How will the Initial Shareholders and Union’s other current directors and officers vote?

A:     In connection with Union’s IPO, Union entered into agreements with the Initial Shareholders and Union’s other current officers and directors, pursuant to which each agreed to vote their Founder Shares and any other SPAC Ordinary Shares acquired during or after the IPO in favor of the Business Combination Proposal. Currently, the Initial Shareholders hold approximated 26.9% of the issued and outstanding SPAC Ordinary Shares.

Q:     What interests do the Initial Shareholders and Union’s other current officers and directors have in the Business Combination?

A:     The Initial Shareholders and Union’s other directors and executive officers may have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include:

•        the beneficial ownership of the Initial Shareholders of an aggregate of 5,000,000 Founder Shares, originally acquired for an aggregate purchase price of $25,000, or approximately $0.006 per share. The Founder Shares initially were purchased by the Sponsors with each Sponsor, Union Acquisition Associates II, LLC and Union Group International Holdings Limited, purchasing 2,515,625 Founder Shares for $12,500. The Sponsors then transferred an aggregate of 152,500 shares to Union’s officers, directors advisors and their affiliates. Following the forfeiture of 31,250 shares due to the underwriters’ over-allotment in connection with the IPO, 5,000,000 Founder Shares remained outstanding. The Founder Shares would become worthless if Union does not complete a business combination within the applicable time period, as the Initial Shareholders and Union’s other officers and directors have waived any right to redemption with respect to these shares. The Founder Shares have an aggregate market value of approximately $50,500,000, based on the closing price of SPAC Ordinary Shares of $10.10 on Nasdaq on August 19, 2021, the record date for the Extraordinary General Meeting;

•        The beneficial ownership of the Sponsors, and their respective affiliates, of 3,375,000 Private Placement Warrants to be retained by the Sponsors, 1,250,000 of which will be held in escrow until released pursuant to the terms of the Transaction Support Agreement, out of the 6,250,000 Private Placement Warrants initially purchased by the Sponsors at a price of $1.00 per warrant, for an aggregate price of $6,250,000. The 3,375,000 Private Placement Warrants to be retained by the Sponsors have an aggregate market value of approximately $2,463,750, based on the closing price of SPAC Warrants of $0.73 on Nasdaq on August 19, 2021, the record date for the Extraordinary General Meeting.

•        Union’s Sponsors, officers and directors, and any of their respective affiliates, will not receive reimbursement for any out-of-pocket expenses incurred by them on Union’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of December 31, 2020, no more than $100,000 in out of-pocket expenses have been incurred by Union’s directors incident to identifying, investigating and consummating a business combination;

•        the potential continuation of certain of Union’s officers and directors as directors of Holdco;

•        the continued indemnification of current directors and officers of Union and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the Sponsors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate; and

•        the Sponsors and their respective affiliates can earn a positive rate of return on their investment, even if other Union shareholders experience a negative rate of return in the post-business combination company.

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These interests may influence Union’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “The Business Combination — Interests of Union’s Directors and Officers in the Business Combination.

Q:     Does the Union Board, including the independent members thereof, recommend that Union’s shareholders approve the business combination and the related proposals?

A:     Yes. The Union Board, including the independent members thereof, recommends that Union shareholders vote “FOR” each of the proposals. When you consider the recommendation of the Union Board in favor of each of the proposals, you should keep in mind that certain of Union’s directors and officers have interests in the Business Combination that may conflict with your interests as a Union shareholder. Please see the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination.”

Q:     Did the Union Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     No. Union’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Union’s board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The board of directors also determined, without seeking a valuation from a financial advisor, that Procaps’ fair market value was at least 80% of Union’s net assets (excluding deferred underwriting discounts and commissions). Accordingly, investors will be relying on the judgment of Union’s board of directors as described above in valuing the Procaps business and assuming the risk that the board of directors may not have properly valued such business.

Q:     What happens if I vote against the Business Combination Proposal?

A:     If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of a majority of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting, then the Business Combination Proposal will be approved and, assuming the approval of the Merger Proposal and the Nasdaq Proposal and the satisfaction or waiver of the other conditions to Closing, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement. If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting, then the Business Combination Proposal will fail and Union will not consummate the Business Combination. If Union does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until October 22, 2021. Pursuant to Section 48.6 of the SPAC Articles, if Union fails to complete an initial business combination by October 22, 2021, then it will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to its Public Shareholders.

Q:     Do I have redemption rights?

A:     If you are a holder of Public Shares, you may redeem all or a portion of your Public Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Union to pay its taxes, divided by the number of then outstanding Public Shares; provided that Union will not redeem any Public Shares issued in the IPO to the extent that such redemption would result in Union having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares sold in the IPO in connection with any vote on a business combination. Holders of outstanding SPAC Public Warrants do not have redemption rights in connection with the Business Combination. The Initial Shareholders and Union’s other current officers and directors have agreed to waive their redemption rights with respect to any SPAC Ordinary Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For

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illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $136,966,483.64 as of June 14, 2021, the estimated per share redemption price would have been approximately $10.10. This is greater than the $10.00 IPO price of the SPAC Units. On April 12, 2021, Union announced that if the Extension Amendment to the SPAC Articles were approved, Union would deposit a maximum total of $0.12 into the Trust Account for each of the Public Shares that were not redeemed in connection with the Extension Amendment to the SPAC Articles (the “Contribution”). The terms of the Contribution are that each month, commencing on, and including, April 22, 2021, until the earlier of October 22, 2021 and the consummation of the Business Combination, a deposit in an amount equal to $0.02 per Public Share will be made into the Trust Account. As of April 16, 2021, in connection with the Extension Amendment to the SPAC Articles, the holders of 6,446,836 SPAC Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.07 per share, for an aggregate redemption amount of approximately $64,898,080.62. A Contribution in the amount of $271,063.28 was made for each of April, May, June and July of 2021. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account including interest earned on the funds held in the Trust Account and not previously released to Union to pay franchise and income taxes (less $100,000 of interest to pay dissolution expenses), in connection with the liquidation of the Trust Account, unless Union completes an alternative business combination prior to October 22, 2021.

Q:     Can the Initial Shareholders redeem their Founder Shares in connection with the consummation of the Business Combination?

A:     No. The Initial Shareholders and Union’s other current officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any SPAC Ordinary Shares they may hold in connection with the consummation of the Business Combination.

Q:     Is there a limit on the number of Public Shares I may redeem?

A:     Yes. A Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Shareholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by him or her for cash.

Q:     Is there a limit on the total number of SPAC Ordinary Shares that may be redeemed?

A:     Yes. The SPAC Articles provide that Union may not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 or any greater net tangible asset or cash requirement that may be contained in the Business Combination Agreement. Other than this limitation, the SPAC Articles do not provide a specified maximum redemption threshold. The Business Combination Agreement provides that, as a condition to each party’s obligation to consummate the Business Combination, Union may not have net tangible assets less than $5,000,001 at the Closing Date of the Business Combination. In addition, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on Union having at least an aggregate of $185,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE (i.e. the Minimum Cash Condition). The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties; provided, however, that in the event that Union has less than an aggregate of $160,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE, Procaps and Holdco shall require the consent of IFC to waive the Minimum Cash Condition. If the aggregate cash consideration Union would be required to pay for all Public Shares that are validly submitted for redemption plus the amounts required to satisfy the Minimum Cash Condition pursuant to the terms of the Business Combination Agreement exceeds the aggregate amount of cash available to Union, it may not complete the Business Combination or redeem any shares, all Public Shares submitted for redemption will be returned to the holders thereof, and Union instead may search for an alternate business combination. The net proceeds from the PIPE are expected to be $100,000,000. Since the amount in the Trust Account is less than $185,000,000, Union requires the funds from the PIPE in order to consummate the Business Combination, unless the Minimum Cash Condition is waived.

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Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, the Adjournment Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the Nasdaq.

It is a condition to closing under the Business Combination Agreement, however, that Union has, in the aggregate, cash (held both in and outside of the Trust Account, including the aggregate amount received from the PIPE) that is equal to or greater than $185,000,000 (i.e., the Minimum Cash Condition), without any breach or inaccuracy of the representations or warranties or failure to perform any of the covenants set forth in the Business Combination Agreement. If redemptions by Public Shareholders cause Union to be unable to meet the Minimum Cash Condition, then Procaps and Holdco will not be required to consummate the Business Combination, although Procaps and Holdco may, in their sole discretion, waive this condition; provided, however, that in the event that Union has less than an aggregate of $160,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE, Procaps and Holdco shall require the consent of IFC to waive the Minimum Cash Condition. Since the amount in the Trust Account is less than $185,000,000, Union requires the funds from the PIPE in order to consummate the Business Combination, unless the Minimum Cash Condition is waived.

Q:     How do I exercise my redemption rights?

A:     To exercise your redemption rights (i) if you hold SPAC Units, separate the underlying SPAC Ordinary Shares and SPAC Public Warrants, and (ii) prior to 5:00 p.m. Eastern Time on September 17, 2021 (two business days before the Extraordinary General Meeting), tender your shares physically or electronically and submit a request in writing that Union redeem your public shares for cash to Continental Stock Transfer & Trust Company (the “Transfer Agent”), at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Notwithstanding the foregoing, a holder of SPAC Ordinary Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares included in the units sold in the IPO, which is referred to herein as the “15% threshold.” Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Shareholder or group will not be redeemed for cash.

Union shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Union’s understanding that Union shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Union does not have any control over this process and it may take longer than two weeks. Union shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Union shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the proposal by ordinary resolution to approve the Business Combination at the Extraordinary General Meeting, or to deliver their share certificates (if any) and other redemption forms to the Transfer Agent electronically using Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

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There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver share certificates (if any) and other redemption forms is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights with respect to my Public Shares?

A:     The receipt of cash by a U.S. holder (as defined below under the caption “Material Tax Considerations”) of SPAC Ordinary Shares in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “Material Tax Considerations — U.S. holders — Redemption of SPAC Ordinary Shares” for additional information. U.S. holders of SPAC Ordinary Shares considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

Q:     If I am a Union warrant holder, can I exercise redemption rights with respect to my SPAC Public Warrants?

A:     No. The holders of SPAC Public Warrants have no redemption rights with respect to such public warrants.

Q:     If I hold SPAC Public Warrants, what are the U.S. federal income tax consequences of my SPAC Public Warrants converting into Holdco Warrants?

A:     A U.S. holder (as defined below under the caption “Material Tax Considerations”) that owns only SPAC Warrants but not SPAC Ordinary Shares and whose SPAC Warrants convert into Holdco Warrants should be treated as exchanging such SPAC Warrants for “new” warrants. If so treated, a U.S. holder generally should be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the Holdco Warrants held by it immediately following the Merger and the adjusted tax basis of the SPAC Warrants held by it immediately prior to the Merger. A U.S. holder’s tax basis in Holdco Warrants received in the Merger will equal the fair market value of such Holdco Warrants. A U.S. holder’s holding period in such U.S. holder’s Holdco Warrants should begin on the day after the Merger.

If the deemed transfer of SPAC Warrants also qualifies as part of a “reorganization” within the meaning of Section 368 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), a U.S. holder of SPAC Warrants generally should not recognize any gain or loss on any such deemed transfer of SPAC Warrants, and such U.S. holder’s basis in the Holdco Warrants deemed received should be equal to the U.S. holder’s basis in its SPAC Warrants deemed transferred. It is unclear whether the Merger, in addition to qualifying as an exchange described in Section 351(a) of the Code, will also qualify as a “reorganization” under Section 368 of the Code. There are many requirements that must be satisfied in order for the Merger to qualify as a “reorganization” under Section 368 of the Code, some of which are based upon factual determinations and others are fundamental to corporate reorganizations. There can be no assurance that the Merger qualifies as a reorganization under Section 368 of the Code.

U.S. holders of SPAC Warrants are urged to consult with their tax advisors regarding the treatment of their SPAC Warrants in connection with the Merger.

For an additional discussion of the U.S. federal income tax treatment of SPAC Public Warrants in connection with the Merger, including the treatment of a U.S. holder that owns SPAC Ordinary Shares in addition to SPAC Warrants, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. holders,” which qualifies the summary above in its entirety.

Q:     Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?

A:     With respect to the Merger, the Cayman Islands Companies Act provides for a right of dissenting Union shareholders to be paid the fair value of their shares upon their dissenting to the merger set out in such law.

Dissenter or appraisal rights are not available to holders of Holdco Shares in connection with the Business Combination.

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Holders of SPAC Units and SPAC Warrants do not have appraisal rights in respect to their SPAC Units and SPAC Warrants in connection with the Business Combination under the Cayman Islands Companies Act.

Holders of SPAC Ordinary Shares who comply with the applicable requirements of Section 238 of the Cayman Islands Companies Act may have the right, under certain circumstances, to object to the Merger and exercise statutory appraisal (“dissenter”) rights, including rights to seek payment of the fair value of their SPAC Ordinary Shares. These statutory appraisal rights are separate to the right of Public Shareholders to elect to have their shares redeemed for cash at the applicable redemption price in accordance with the SPAC Articles. It is possible that, if shareholders of Union exercise their statutory dissenter rights, the fair value of the SPAC Ordinary Shares determined under Section 238 of the Cayman Islands Companies Act could be more than, the same as, or less than shareholders would obtain if they exercise their redemption rights as described herein. However, it is Union’s view that such fair market value would equal the amount which shareholders of Union would obtain if they exercise their redemption rights as described herein. Shareholders need not vote against any of the Proposals at the Extraordinary General Meeting in order to exercise their statutory dissenter rights under the Cayman Islands Companies Act.

Shareholders who do wish to exercise dissenter rights, if applicable (“Dissent Rights” and the shares held by such shareholders, the “Dissenting Shares”), will be required to deliver notice to Union prior to the Extraordinary General Meeting and follow the process prescribed in Section 238 of the Cayman Islands Companies Act. This is a separate process with different deadline requirements to the process which shareholders must follow if they wish to exercise their redemption rights in accordance with the SPAC Articles.

At the Merger Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 238 of the Cayman Islands Companies Act. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his, her or its rights under Section 238 of the Cayman Islands Companies Act or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Islands Companies Act, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 238 of the Cayman Islands Companies Act shall cease and such SPAC Ordinary Shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s SPAC Ordinary Shares shall thereupon be deemed to have been converted as of the effective time of the Merger into the right to receive one Holdco Ordinary Share.

In the event that any holder of SPAC Ordinary Shares delivers notice of their intention to exercise Dissent Rights, if any, Union shall have the right and may at its sole discretion delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Islands Companies Act. In such circumstances where the exception under Section 239 of the Cayman Islands Companies Act is invoked, no Dissent Rights shall be available to shareholders of Union, including those shareholders of Union who have delivered a written objection to the Merger prior to the Extraordinary General Meeting and followed the process prescribed in Section 238 of the Cayman Islands Companies Act, and each such holder’s SPAC Ordinary Shares shall thereupon be deemed to have been converted as of the effective time of the Merger into the right to receive one Holdco Ordinary Share. Accordingly, shareholders of Union are not expected to ultimately have any appraisal or dissent rights in respect of their SPAC Ordinary Shares in connection with the Merger or Business Combination.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be used to: (i) pay Union shareholders who properly exercise their redemption rights and (ii) pay the cash consideration pursuant to the Business Combination Agreement. Any additional funds available for release from the Trust Account will be used by Holdco to redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with the IFC Redemption Agreement and for general corporate purposes following the Business Combination.

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Q:     What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Unlike some other blank check companies that require its public shareholders to vote against a business combination to exercise their redemption rights, the Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is substantially reduced as a result of redemption by the Public Shareholders. The SPAC Articles do not allow the redemption of public shares that would cause Union’s net tangible assets to be less than $5,000,001 following such redemptions. The Initial Shareholders have agreed to vote their Founder Shares, which represent approximately 26.9% of the issued and outstanding SPAC Ordinary Shares, and any SPAC Ordinary Shares acquired during or after the IPO in favor of the Business Combination Proposal. Also, with fewer Public Shares and Public Shareholders, the trading market for Holdco Ordinary Shares may be less liquid than the market for SPAC Ordinary Shares was prior to the Business Combination. Holdco may not be able to meet the listing standards for Nasdaq. It is a condition to the consummation of the Business Combination that Holdco Ordinary Shares to be issued in connection with the Business Combination are accepted for listing on Nasdaq or another national securities exchange. Union, Holdco, Merger Sub and Procaps have certain obligations under the Business Combination Agreement to use reasonable best efforts to consummate the Business Combination, including with respect to satisfying the Nasdaq listing condition. Unless waived in accordance with the Business Combination Agreement, if the Nasdaq listing condition in the Business Combination Agreement is not met, the Business Combination will not be consummated.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. Please see the sections entitled “The Business Combination Agreement and “Certain Agreements Related to the Business Combination” for information regarding the parties’ specific termination rights. If Union does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until October 22, 2021. Pursuant to Section 48.6 of the SPAC Articles, if Union fails to complete an initial business combination by October 22, 2021, then Union shall: (i) cease all operations except for the purpose of winding-up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Union (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then issued Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Union’s remaining shareholders and the Union Board, liquidate and dissolve, subject in the case of sections (ii) and (iii) above, to Union’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per SPAC Unit in the IPO. Please see the section entitled “Risk Factors — Risks Related to Union” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the SPAC Public Warrants and Private Placement Warrants, which will expire worthless if Union fails to complete an initial business combination by October 22, 2021.

Q:     When is the Business Combination expected to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary General Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing the Business Combination.”

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Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of SPAC Ordinary Shares on August 19, 2021, the record date for the Extraordinary General Meeting, you may vote with respect to the proposals in person (or virtually) at the Extraordinary General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail.    By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 4:00 p.m. Eastern Time on September 21, 2021.

Voting in Person at the Meeting.    If you attend the Extraordinary General Meeting and plan to vote in person, you will be provided with a ballot at the Extraordinary General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Extraordinary General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, you will need to bring to the Extraordinary General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “Extraordinary General Meeting” elsewhere in this proxy statement/prospectus.

Q:     What will happen if I abstain from voting or fail to vote at the Extraordinary General Meeting?

A:     At the Extraordinary General Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will be counted as present for purposes of determining whether a quorum is present. For purposes of approval, abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by Union without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders. The proxyholders may use their discretion to vote on any other matters that properly come before the Extraordinary General Meeting.

Q:     If I am not going to attend the Extraordinary General Meeting in person, should I return my proxy card instead?

A:     Yes. Whether or not you plan to attend the Extraordinary General Meeting, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Union believes that all of the proposals presented to the shareholders at this Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote by delivering a later-dated proxy so that it is received prior to the Extraordinary General Meeting, or you may attend the Extraordinary General Meeting in person (or virtually) and vote. You also may revoke your proxy by sending a notice of revocation to Innisfree M&A Incorporated (“Innisfree”) at the address listed below, which notice must be received by Innisfree prior to the Extraordinary General Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

A:     Union will pay the cost of soliciting proxies for the Extraordinary General Meeting. Union has engaged Innisfree to assist in the solicitation of proxies for the Extraordinary General Meeting. Union has agreed to pay Innisfree their customary fee, plus associated reasonable and documented out-of-pocket disbursements, and will indemnify Innisfree and its affiliates against certain losses, damages, expenses, liabilities and claims. Union will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of SPAC Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of SPAC Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of Union may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact:

Union Acquisition Corp. II
1425 Brickell Ave., #57B
Miami, FL 33131
Telephone: (305) 306-2522

You may also contact the proxy solicitor for Union at:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll-free: (877) 750-5836

Banks and Brokers may call collect: (212) 750-5833

To obtain timely delivery, Union shareholders must request the materials no later than September 14, 2021, or five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about Union from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent prior to the Extraordinary General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or delivery of your share certificates (if any) and other redemption forms, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

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Summary of the Proxy Statement/Prospectus

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the Extraordinary General Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.” Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

Parties to the Business Combination

Union Acquisition Corp. II

Union is a Cayman Islands exempted company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more business entities on December 6, 2018.

The SPAC Units, SPAC Ordinary Shares and SPAC Warrants trade on Nasdaq under the symbols “LATNU,” “LATN” and “LATNW,” respectively. At the Closing, each SPAC Unit will automatically separate into their component parts and the SPAC Ordinary Shares and the SPAC Warrants will be converted into Holdco Ordinary Shares and Holdco Warrants, respectively.

The mailing address of Union’s principal executive office is 1425 Brickell Ave., #57B, Miami, Fl 33131, and its telephone number is (305) 306-2522.

Procaps

Procaps is a private limited liability company registered and incorporated under the laws of Malta and particularly, the Companies Act Cap. 386 with company registration number C 59671 and with its registered office at C1, Midland Micro Enterprise Park, Burmarrad Road, Naxxar NXR 6345, Malta.

Procaps is a family-owned Latin America pharmaceutical company established in 1977 that has grown into a leading integrated international healthcare and pharmaceutical company with a presence in 13 countries and product reach in 50 markets modernizing oral drug delivery technology and manufacturing capabilities.

The mailing address of Procaps’ principal executive office is Calle 80 No. 7B-201, Barranquilla, Colombia and its telephone number is +356 7995-6138.

For more information about Procaps, see the sections entitled “Information About Procaps” and “Procaps’ Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

Holdco

Procaps Group, S.A. was incorporated under the laws of the Grand Duchy of Luxembourg on March 29, 2021 as a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 253360. Holdco owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of Holdco is Ruben Minski and the sole shareholder of Holdco is Procaps.

Holdco expects to apply to list its Holdco Ordinary Shares and Holdco Warrants on Nasdaq under the symbols “PROC” and “PROCW”, respectively.

Holdco qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which means that it can take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

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Upon the effectiveness of the registration statement of which this prospectus forms a part, Holdco will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after Holdco no longer qualifies as an emerging growth company, as long as Holdco continues to qualify as a foreign private issuer under the Exchange Act, Holdco will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•        the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

•        the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

•        the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

In addition, Holdco will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a foreign private issuer, Holdco will be permitted to follow home country corporate governance practices instead of certain corporate governance practices required by the Nasdaq for U.S. domestic issuers. Also, upon completion of the Business Combination, Holdco will be a “controlled company” within the meaning of the Nasdaq corporate governance standards and eligible to take advantage of exemptions from certain Nasdaq corporate governance standards.

Merger Sub

OZLEM Limited is an exempted company incorporated under the laws of the Cayman Islands with registration number 373625 and a direct wholly owned subsidiary of Holdco. Merger Sub was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the Business Combination.

The mailing address of Merger Sub’s principal executive office is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

The Business Combination

The Business Combination Agreement

On March 31, 2021, Union, Procaps, Holdco and Merger Sub entered into the Business Combination Agreement pursuant to which, following the effectiveness of the transactions contemplated by the Merger and the Exchange, the parties will consummate the Business Combination and Procaps and Union will become direct wholly-owned subsidiaries of Holdco.

Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order:

•        Two Business Days prior to the Closing Date (or any other date agreed in writing by Union and Procaps), and in accordance with the terms and conditions of the Business Combination Agreement, the parties to the Business Combination Agreement will execute and file the Plan of Merger and other documents required under the Cayman Islands Companies Act to effect the Merger with the Registrar of Companies of the Cayman Islands, in such form as is required by and executed in accordance with, the relevant provisions of the Cayman Islands Companies Act and mutually agreed by the parties to the Business Combination Agreement. The Plan of Merger will specify that the Merger shall become effective at the Merger Effective Time.

•        Immediately prior to the consummation of the Merger, Union will consummate the PIPE Investment, including the issuance of SPAC Ordinary Shares contemplated thereby.

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•        At the Merger Effective Time, subject to the receipt of the Holdco Requisite Approvals and upon the terms and conditions set forth in the Business Combination Agreement, and in accordance with the Cayman Islands Companies Act, Merger Sub will be merged with and into Union, as a result of which, the separate existence of Merger Sub will cease and Union will continue as the surviving company of the Merger (the “Surviving Company”).

•        At the Merger Effective Time, by virtue of the Merger and the Holdco Requisite Approvals, subject to the First Holdco Auditor Report (as defined below), and without any further action on the part of Union, Merger Sub, Holdco or Procaps or the holders thereunder:

•        each SPAC Ordinary Share issued and outstanding immediately prior to the Merger Effective Time will automatically be exchanged with Holdco (which exchange, for purposes of the 1915 Law, shall include a contribution-in-kind of each such SPAC Ordinary Shares from the holders of SPAC Ordinary Shares to Holdco), against the issue by Holdco (such issuance, the “Merger Issuance”), following a share capital increase realized by Holdco under the authorized share capital pursuant to the Holdco Delegate Resolutions and subscribed by the contributing holders of SPAC Ordinary Shares by virtue of the Merger and in accordance with the 1915 Law and the Cayman Islands Companies Act, of one validly issued and fully paid Holdco Ordinary Share (the “Merger Consideration”), delivered by Holdco;

•        upon the Merger Issuance, all SPAC Ordinary Shares will cease to be outstanding, will be cancelled and cease to exist and (A) each certificate formerly representing each of the SPAC Ordinary Shares and (B) each book-entry account formerly representing each of the uncertificated SPAC Ordinary Shares shall thereafter, in case of both (A) and (B), only represent the Merger Consideration and the right, if any, to receive cash in lieu of fractional shares into which such SPAC Ordinary Shares have been exchanged (and contributed-in-kind); and

•        each ordinary share, par value $0.0001 per share, of Merger Sub (the “Merger Sub Ordinary Shares”) issued and outstanding immediately prior to the Merger Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving Company.

•        Upon the consummation of the Merger and commencing at the Exchange Effective Time, subject to the receipt of the Company Requisite Approvals (which approval has been obtained), the Holdco Requisite Approvals and the delivery of the Second Holdco Auditor Report (as defined below), and in accordance with the Holdco Delegate Resolutions:

•        all the issued and outstanding Procaps Ordinary Shares held by the Procaps Shareholders will be contributed in kind to Holdco, free and clear of all Liens (other than the Procaps Shareholders’ Agreements Liens that will expire on or prior to the Closing Date), and the Procaps Shareholders will subscribe and be issued, in accordance with the Exchange Ratio, the applicable number of Holdco Ordinary Shares and Holdco Redeemable B Shares (as applicable);

•        the Exchange Issuance, including 10,464,612 Holdco Ordinary Shares that shall be subject to escrow in accordance with the Transaction Support Agreement, will be allocated among the Procaps Shareholders in accordance with the terms of the Payment Spreadsheet and Exchange Agreements;

•        each Procaps Shareholder will cease to be the holder of such Procaps Ordinary Shares and Holdco will be recorded as the registered holder of all the Procaps Ordinary Shares so exchanged and contributed in kind and will be the legal and beneficial owner thereof;

•        immediately prior to the Exchange Effective Time, all the Holdco Redeemable A Shares held by Procaps, constituting all the issued and outstanding Holdco Redeemable A Shares, will be redeemed by Holdco at their nominal value of $0.01 per Holdco Redeemable A Share (the “Holdco Redeemable A Shares Redemption”) and held in treasury by Holdco and, upon consummation of the Holdco Redeemable A Shares Redemption, Procaps will cease to be the registered shareholder of such Holdco Redeemable A Shares; and

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•        immediately following the Exchange Effective Time, 6,000,000 Holdco Redeemable B Shares held by IFC, constituting all the issued and outstanding Holdco Redeemable B Shares, will be redeemed by Holdco at their subscription price of $10.00 per Holdco Redeemable B Share and held in treasury by Holdco, as a result of which IFC will cease to be the registered shareholder of such Holdco Redeemable B Shares.

The parties will hold the Closing on the date of the Merger Effective Time and the Exchange Effective Time, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time).

The Combined Company is expected to have an implied initial enterprise value of $1.1 billion.

At the Merger Effective Time, each SPAC Ordinary Share issued and outstanding immediately prior to the Merger Effective Time will automatically be converted into one (1) validly issued and fully paid Holdco Ordinary Share, which will be valued at $10.00 per share.

At the Exchange Effective Time, the Procaps Shareholders shall make a contribution in kind to Holdco of all the issued and outstanding Procaps Ordinary Shares and subscribe and be issued an aggregate number of Holdco Ordinary Shares and Holdco Redeemable B Shares (as applicable) equal to the total number of issued and outstanding Procaps Ordinary Shares multiplied by the Exchange Ratio. The aggregate amount of Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, to be issued by Holdco as part of the Exchange shall be allocated among the Procaps Shareholders in accordance with their respective Exchange Agreements to take into account certain rights and obligations among them, including with respect to the termination of the IFC Put Option Agreement (as defined below) and the Hoche Put Option Agreement (as defined below) upon the Closing of the Business Combination.

For more information, see the section entitled “The Business Combination Agreement — Consideration to be Received in the Business Combination.”

Conditions to the Closing

Conditions to the Obligations of Each Party

Under the Business Combination Agreement, the obligations of the parties thereto to consummate the Business Combination are conditioned on the satisfaction or waiver (where permissible) of the following conditions at or prior to the Closing:

(a)     the SPAC Proposals shall have been approved and adopted by the requisite affirmative vote of the shareholders of SPAC in accordance with this proxy statement/prospectus, the proxy statement/prospectus filed with the SEC in connection with the Extension Amendment to the SPAC Articles, Cayman Islands Companies Act, the SPAC Organizational Documents and the rules and regulations of the Nasdaq Capital Market;

(b)    the Company Requisite Approvals shall have been obtained and delivered to Union in a form and substance reasonably acceptable to Union;

(c)     the Holdco Requisite Approval shall have been obtained and delivered to Union in a form and substance reasonably acceptable to Union;

(d)    a Luxembourg independent auditor (réviseur d’entreprises) of Holdco shall have issued (i) at or before the Merger Effective Time a report on the contributions in kind relating to the Merger Issuance prepared in accordance with article 420-10 of the 1915 Law (the “First Holdco Auditor Report”), and (ii) at or before the Exchange Effective Time, in accordance with the Exchange Agreements, a report on the contributions in kind relating to the Exchange Issuance prepared in accordance with article 420-10 of the 1915 Law (the “Second Holdco Auditor Report”);

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(e)     prior to the Merger, Union shall consummate the PIPE Investment and all other transactions contemplated by the Subscription Agreements, including the issuance of SPAC Ordinary Shares contemplated thereby;

(f)     no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Transactions, including the Merger or Exchange, illegal or otherwise prohibiting consummation of the Transactions, including the Merger or Exchange;

(g)    the Registration Statement of which this proxy statement/prospectus is a part shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of such Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of such Registration Statement shall have been initiated by the SEC and not withdrawn;

(h)    the Holdco Ordinary Shares shall have been approved for listing on Nasdaq, subject to official notice of issuance;

(i)     all parties to the Registration Rights and Lock-Up Agreement shall have delivered, or cause to be delivered, copies of the Registration Rights and Lock-Up Agreement duly executed by all such parties;

(j)     all parties to the Nomination Agreement shall have delivered, or cause to be delivered, copies of the Nomination Agreement duly executed by all such parties; and

(k)    Union shall have at least $5,000,001 of net tangible assets after giving effect to the PIPE Investment Amount and following the exercise of Redemption Rights in accordance with the SPAC Organizational Documents.

Conditions to the Obligations of Union

The obligations of Union to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) of the following additional conditions at or prior to the Closing:

(a)     certain representations and warranties of Procaps shall each be true and correct in all respects as of the Exchange Effective Time, the Merger Effective Time and the Closing Date (except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), and all other representations and warranties of Procaps shall be true and correct as of the Exchange Effective Time, the Merger Effective Time and the Closing Date (except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a Company Material Adverse Effect;

(b)    certain representations and warranties of Holdco and Merger Sub shall each be true and correct in all respects as of the Exchange Effective Time, the Merger Effective Time and the Closing Date (except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), and all other representations and warranties of Merger Sub and Holdco shall be true and correct in all respects as of the Exchange Effective Time, the Merger Effective Time and the Closing Date (except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, taken as a whole, would not be materially adverse to Holdco or Merger Sub;

(c)     Procaps, Holdco and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement (other than Section 7.01(c) of the Business Combination Agreement) to be performed or compiled with by it on or prior to the Exchange Effective Time and the Merger Effective Time, as applicable; provided, that Holdco shall have performed or complied in all respects with the agreements and covenants required by Section 7.01(c) of the Business Combination Agreement;

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(d)    Procaps, Holdco and Merger Sub shall have delivered to Union two certificates, each signed by an officer of Procaps, certifying as to the satisfaction of the conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(d) of the Business Combination Agreement, and dated as of the Merger Effective Time and as of the Exchange Effective Time, respectively; and

(e)     no Company Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Merger Effective Time and no Company Material Adverse Effect shall have occurred between the Merger Effective Time and the Exchange Effective Time.

Conditions to the Obligations of Procaps

The obligations of Procaps to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) of the following additional conditions at or prior to the Closing:

(a)     certain representations and warranties of Union shall each be true and correct in all respects as of the Exchange Effective Time, the Merger Effective Time and the Closing Date (except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), and all other representations and warranties of Union shall be true and correct in all respects as of the Exchange Effective Time, the Merger Effective Time and the Closing Date (except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a SPAC Material Adverse Effect;

(b)    Union shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Exchange Effective Time and the Merger Effective Time, as applicable;

(c)     Union shall have delivered to Procaps two certificates, each signed by the Chief Executive Officer of Union, certifying as to the satisfaction of the conditions specified in Section 9.03(a), Section 9.03(b) and Section 9.03(d) of the Business Combination Agreement, and dated as of the Merger Effective Time and as of the Exchange Effective Time, respectively;

(d)    no SPAC Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Merger Effective Time and no SPAC Material Adverse Effect shall have occurred between the Merger Effective Time and the Exchange Effective Time;

(e)     after giving effect to the exercise of the Redemption Rights and payments related thereto, Union shall have at least an aggregate of $185,000,000 of cash held either in or outside the Trust Account, including the aggregate amount of the PIPE Investment Amount consummated prior to, or as of, the Closing; and

(f)     no later than three Business Days prior to the expected Closing Date, Union shall transfer, and shall provide the Procaps with evidence that Union has transferred, directly or indirectly, 325,000 SPAC Warrants to James Manley and/or his affiliates. Union shall have fully complied with, and fully performed all obligations required to be performed under, any and all arrangements between Union and James Manley and/or his affiliates, and all obligations thereunder shall be terminated and Union shall be released and discharged of all such obligations pursuant to such arrangements.

Termination of the Business Combination Agreement

The Business Combination Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Merger Effective Time, notwithstanding any requisite approval and adoption of the Business Combination Agreement and the Transactions by the shareholders of Procaps or the shareholders of Union, as follows:

(a)     by mutual written consent of Union and Procaps;

(b)    by either Union or Procaps if the Merger Effective Time shall not have occurred prior to 5:00 p.m. (New York time) on October 15, 2021 (the “Outside Date”); provided, however, that the terminating party is not, either directly or indirectly through its affiliates, in breach or violation of any representation,

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warranty, covenant, agreement or obligation under the Business Combination Agreement and such breach or violation is the principal cause of the failure to satisfy a condition set forth in Article IX of the Business Combination Agreement on or prior to the Outside Date;

(c)     by either Union or Procaps if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and non-appealable and has the effect of making consummation of the Transactions, including the Merger, illegal or otherwise preventing or prohibiting consummation of the Transactions or the Merger;

(d)    by either Union or Procaps if any of the SPAC Proposals shall fail to receive the requisite vote for approval at the Extraordinary General Meeting;

(e)     by Union upon a breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of Procaps, Holdco or Merger Sub, or if any representation or warranty of Procaps, Holdco or Merger Sub shall have become untrue, in either case only if the conditions set forth in Section 9.02(a) and Section 9.02(b) of the Business Combination Agreement would not be satisfied (“Terminating Procaps Breach”); provided that Union has not waived such Terminating Procaps Breach and Union is not then in material breach of any of its representations, warranties, covenants or agreements in the Business Combination Agreement; provided further that, if such Terminating Procaps Breach is curable by Procaps, Holdco or Merger Sub, Union may not terminate for so long as Procaps, Holdco or Merger Sub continues to exercise their reasonable best efforts to cure such breach, unless such breach is not cured within thirty (30) days after written notice of such breach is provided by Union to Procaps; or

(f)     by Procaps upon a breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of Union, or if any representation or warranty of Union shall have become untrue, in either case only if the conditions set forth in Section 9.03(a) and Section 9.03(b) of the Business Combination Agreement would not be satisfied (“Terminating SPAC Breach”); provided that Procaps has not waived such Terminating SPAC Breach and Procaps, Holdco or Merger Sub is not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided, further, that, if such Terminating SPAC Breach is curable by Union, Procaps may not terminate for so long as SPAC continues to exercise its reasonable best efforts to cure such breach, unless such breach is not cured within thirty (30) days after written notice of such breach is provided by Procaps to Union.

In the event that the Business Combination Agreement is validly terminated, all Transaction Expenses incurred in connection with the Business Combination Agreement, the Ancillary Agreements, and the Transactions will be paid by the party to the Business Combination Agreement incurring such Transaction Expenses. If the Transactions are consummated, Holdco shall pay or cause to be paid, (i) the Company Transaction Expenses and (ii) the SPAC Transaction Expenses (in case of (ii), up to an amount not to exceed the SPAC Transaction Expenses Cap).

For more information, see the section entitled “The Business Combination Agreement — Termination of the Business Combination Agreement.”

Other Agreements Related to the Business Combination Agreement

Procaps Shareholder Contribution and Exchange Agreements

Concurrently with the execution of the Business Combination Agreement, each Procaps Shareholder entered into an Exchange Agreement with Procaps and Holdco pursuant to which, among other things, each Procaps Shareholder consented to the Exchange and all the transactions contemplated under the Business Combination Agreement and the Transaction Documents to which it is a party and, consequently, agreed to (i) contribute its Procaps Ordinary Shares to Holdco in exchange for Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and 6,000,000 Holdco Redeemable B Shares, pursuant to the Exchange, (ii) not transfer any of its Procaps Ordinary Shares before the earlier of (a) one year from March 31, 2021 and (b) the implementation of the Exchange or termination of the Exchange Agreement. The Procaps Shareholders who entered into the Exchange Agreements collectively represent 100% of the issued and outstanding Procaps Ordinary Shares.

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The Exchange Agreements are subject to customary conditions, covenants, representations and warranties. Additionally, the Exchange Agreement for IFC requires that Holdco and Procaps obtain IFC’s prior written consent before effecting any proposed amendment, waiver or similar change to the Business Combination Agreement or any other Transaction Document that would reasonably be expected to adversely impact in any material respects the rights of IFC, including in connection with any proposed change to the economic provisions and terms of such agreements that would adversely impact IFC or to the Outside Date, and any amendment or waiver to Section 9.03(e) of the Business Combination Agreement that would result in Union having less than $160,000,000 of cash available for distribution immediately following the Closing.

For more information about the Exchange Agreements, see the section entitled “Certain Agreements Related to the Business Combination — Procaps Shareholder Contribution and Exchange Agreements.”

Subscription Agreements

In connection with the execution of the Business Combination Agreement, Union entered into the Subscription Agreements with the Subscribers, pursuant to which the Subscribers agreed to subscribe for and purchase, and Union agreed to sell to the Subscribers, an aggregate of 10,000,000 SPAC Ordinary Shares, for a purchase price of $10.00 per share and an aggregate purchase price of $100,000,000, which SPAC Ordinary Shares (PIPE Shares) will automatically be exchanged with Holdco for the right to receive Holdco Ordinary Shares at the Merger Effective Time. Such shares have an aggregate market value of approximately $101,000,000, based on the closing price of SPAC Ordinary Shares of $10.10 on Nasdaq on August 19, 2021, the record date for the Extraordinary General Meeting.

The closing of the sale of the PIPE Shares is contingent upon customary closing conditions, including the substantially concurrent consummation of the Business Combination. The purpose of the PIPE is to fund growth of the Combined Company.

Pursuant to the Subscription Agreements, Union agreed that, within 60 calendar days after the Closing, it will file with the SEC (at Union’s sole cost and expense) a registration statement registering the resale of the PIPE Shares, and Union will use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the 90th calendar day (or 150th calendar day if the SEC notifies Union that it will “review” the registration statement) following the closing of the sale of the PIPE Shares.

For more information about the Subscription Agreements, see the section entitled “Certain Agreements Related to the Business Combination — Subscription Agreements.”

Transaction Support Agreement

On March 31, 2021, concurrently with the execution of the Business Combination Agreement, Union, Holdco, certain Procaps Shareholders (the “Eligible Procaps Shareholders”), and the Sponsors, certain other Initial Shareholders and certain officers and directors of Union (together with the Sponsors and such other Initial Shareholders, the “Union Holders”), executed the Transaction Support Agreement, pursuant to which, among other things, the Union Holders:

•        agreed to vote their Founder Shares in favor of the SPAC Proposals, and any other matter reasonably necessary to consummate the Transactions;

•        agreed to vote their Founder Shares against any Competing SPAC Transaction and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions, or result in a material breach of any representation, warranty, covenant or other obligation or agreement of Union, under the Business Combination Agreement;

•        agreed not to (i) demand that Union redeem its Founder Shares in connection with the Transactions or (ii) otherwise participate in any such redemption by tendering or submitting any of its Founder Shares for redemption;

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•        waived any rights for working capital loans, if any, made by it or its affiliates or on its behalf or on behalf of its affiliates to Union or any of its affiliates to be converted into warrants exercisable for securities of Union, Holdco or any of their affiliates or their successors and assigns and agreed that no such loans, if any, shall be converted into such warrants or any such other securities; and

•        agreed not to, and would cause any other holder of record of such Union Holder’s Founder Shares not to, transfer, sell, assign, pledge or similarly dispose of any Founder Shares (or enter into any arrangement with respect thereto) prior to the earlier of Closing or termination of the Business Combination Agreement, without the prior consent of Holdco, subject to certain customary conditions and exceptions.

Pursuant to the Transaction Support Agreement, and subject to the terms and conditions therein, each of the Sponsors also agreed to forfeit and surrender a certain amount of Private Placement Warrants for cancellation effective as of immediately prior to the Closing, and the Sponsors would take all reasonably necessary actions required to reflect the forfeiture and surrender of the Private Placement Warrants as of immediately prior to the Closing in the books and records of Continental, as the escrow agent for the Private Placement Warrants.

Sponsors and Holdco also agreed to take all actions necessary to cause, at the Closing, the entry into an amendment to the Share Escrow Agreement, pursuant to which immediately following the Closing, the Sponsors shall subject certain of their Holdco Ordinary Shares and Holdco Warrants, to be received in exchange for the equivalent number of SPAC Ordinary Shares and SPAC Warrants upon the consummation of the Merger, to certain restrictions by depositing such Holdco Ordinary Shares and Holdco Warrants in an escrow account (the “Sponsor Escrowed Securities”). Fifty percent (50%) of the Sponsor Escrowed Securities will be released to the Sponsors if the closing price of the Holdco Ordinary Shares on the Nasdaq Stock Market equals or exceeds $12.50 per Holdco Ordinary Share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period (the “First Level Release Target”), and the remaining 50% of the Sponsor Escrowed Securities will be released to the Sponsors if the closing price of the Holdco Ordinary Shares on the Nasdaq Stock Market equals or exceeds $13.00 per Holdco Ordinary Share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period (the “Second Level Release Target”) (in each case, subject to any applicable lock-up restrictions under the Registration Rights and Lock-Up Agreement (as described below) or any other applicable escrow arrangement).

Each of the Eligible Procaps Shareholders and Holdco agreed to take all actions necessary to cause, at the Closing, the entry into a stock escrow agreement among the Eligible Procaps Shareholders, Holdco and an escrow agent, pursuant to which immediately following the Closing, the Eligible Procaps Shareholders shall subject certain of their Holdco Ordinary Shares received in the Exchange to certain restrictions by depositing such Holdco Ordinary Shares in an escrow account (the “ECS Escrowed Securities”). Fifty percent (50%) of the ECS Escrowed Securities will be released to the Eligible Company Shareholders if the First Level Release Target is met, and the remaining 50% of the ECS Escrowed Securities will be released to the Eligible Company Shareholders if the Second Level Release Target is met.

Notwithstanding the escrow release conditions described above, if after the Closing Date, Holdco shall consummate a liquidation, merger, stock exchange or other similar transaction which results in all of the holders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property, then the Sponsor Escrowed Securities and the ECS Escrowed Securities will be released to the Sponsors and Eligible Procaps Shareholders, respectively.

As long as the Sponsor Escrowed Securities that are Holdco Ordinary Shares and the ECS Escrowed Securities are held in escrow, the Sponsors and the Eligible Procaps Shareholders shall retain all of their voting rights as shareholders of Holdco with respect to such escrowed Holdco Ordinary Shares.

On the fifth anniversary of the Closing, any Sponsor Escrowed Securities that are Holdco Warrants that have not been released and remain in escrow, shall be released to Holdco for cancellation.

On the tenth anniversary of the Closing, any Sponsor Escrowed Securities that are Holdco Ordinary Shares and ECS Escrowed Securities that have not been released and remain in escrow, shall be released to Holdco for cancellation.

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For more information about the Transaction Support Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Transaction Support Agreement.”

Registration Rights and Lock-Up Agreement

In connection with the Closing, Holdco, the Initial Shareholders and the Procaps Shareholders (collectively, the “Holders”) will enter into the Registration Rights and Lock-Up Agreement pursuant to which, among other things, the Initial Shareholders and the Procaps Shareholders shall have customary demand and piggyback registration rights in connection with the Holdco Ordinary Shares issued to them in the Merger or the Exchange. Pursuant to the Registration Rights and Lock-Up Agreement, Holdco shall agree that, within 30 calendar days after the Closing Date, it will file with the SEC (at Holdco’s sole cost and expense) a registration statement registering the resale of certain Holdco Ordinary Shares held by the Holders, and Holdco will use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the 60th calendar day (or 90th calendar day if the registration statement is reviewed by, and receives comments from, the SEC) following the Closing.

The Holdco Ordinary Shares held by the Initial Shareholders which were previously Founder Shares will be subject to a lock-up until the earliest of: (i) the date that is one year from the Closing Date, (ii) the date on which the closing price of the Holdco Ordinary Shares (as adjusted for share splits, share dividends, reorganizations and recapitalizations) on the Nasdaq Stock Market equals or exceeds $12.50 per Holdco Ordinary Share for any 20 trading days within any 30-trading day period commencing 150 days after the Closing Date, or (iii) such date on which Holdco completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders of Holdco having the right to exchange their Holdco Ordinary Shares for cash, securities or other property.

The Holdco Ordinary Shares held by Procaps Shareholders, except for 4,000,000 Holdco Ordinary Shares held by Procaps Shareholders other than IFC, will be subject to a lock-up until the earliest of: (i) the date that is 180 days from the Closing Date, and (ii) such date on which Holdco completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders of Holdco having the right to exchange their Holdco Ordinary Shares for cash, securities or other property.

Four million Holdco Ordinary Shares held by Procaps Shareholders other than IFC will be subject to a lock-up until the earliest of: (i) the date that is 90 days from the Closing Date, (ii) the date on which the closing price of the Holdco Ordinary Shares on the Nasdaq Stock Market equals or exceeds $12.00 per Holdco Ordinary Share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing on the Closing Date, and (iii) such date on which Holdco completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders of Holdco having the right to exchange their Holdco Ordinary Shares for cash, securities or other property.

For more information about the Registration Rights and Lock-Up Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Registration Rights and Lock-Up Agreement.”

Warrant Amendment

In connection with the Closing, Holdco, Union and Continental, as warrant agent, will enter into the Warrant Amendment pursuant to which, as of the Merger Effective Time, (i) each SPAC Warrant that is outstanding immediately prior to the Merger Effective Time will no longer represent a right to acquire one SPAC Ordinary Share and will instead represent the right to acquire the same number of Holdco Ordinary Shares under substantially the same terms as set forth in the Warrant Agreement entered into in connection with Union’s IPO and (ii) Union will assign to Holdco all of Union’s right, title and interest in and to the existing Warrant Agreement and Holdco will assume, and agree to pay, perform, satisfy and discharge in full, all of Union’s liabilities and obligations under the existing Warrant Agreement arising from and after the Merger Effective Time.

For more information about the Warrant Amendment, see the section entitled “Certain Agreements Related to the Business Combination — Warrant Amendment.”

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Nomination Agreement

In connection with the Closing, Holdco, the Sponsors, Hoche, Deseja, Sognatore and Simphony will enter into a Nomination Agreement pursuant to which, in connection with any general meeting at which directors of Holdco are to be elected, or any adjournment or postponement thereof, Deseja, Sognatore and Simphony (collectively, the “Minski Family Shareholders”) shall collectively have the right to propose for appointment a number of directors that equals a majority of the board of directors of Holdco (each, a “Majority Shareholder Director”). For as long as Hoche owns no less than 7% of the issued and outstanding share capital of Holdco, Hoche shall have the right to propose for appointment one director (such director, the “Hoche Shareholder Director” and collectively with the Majority Shareholder Directors, each a “Shareholder Director” and collectively, the “Shareholder Directors”). On the Closing and until the one-year anniversary of the preceding annual general shareholders’ meeting of Holdco, Alejandro Weinstein shall be the Hoche Shareholder Director. In connection with the first two consecutive general shareholders’ meetings of Holdco following September 1, 2021 at which directors are to be elected, or any adjournment or postponement thereof, the Sponsors shall have the right to propose for appointment Daniel W. Fink and Kyle P. Bransfield as directors of Holdco. At least one-half of the Shareholder Directors must qualify as independent directors (“Independent Directors”) under applicable stock exchange rules, subject to any independence requirements established by the listing rules of the stock exchange on which the Holdco Ordinary Shares are listed that would require a greater number of Shareholder Directors to qualify as Independent Directors, provided that the Minski Family Shareholders will not be required to nominate any additional Independent Directors unless and until all of the directors, other than the Majority Shareholder Directors, qualify as Independent Directors. In addition, for so long as Holdco maintains any committee, such committees shall each include at least one Majority Shareholder Director so long as he or she is independent. The Nomination Agreement will automatically terminate upon the earlier of (i) the date on which the Minski Family Shareholders or their affiliates cease to beneficially own, in the aggregate, 30% of the outstanding shares of Holdco or (ii) 20 years from the date of the Nomination Agreement.

For more information about the Nomination Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Nomination Agreement.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of Union’s board of directors to vote in favor of the Business Combination, Union’s shareholders should be aware that, aside from their interests as shareholders, the Sponsors and Union’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders and warrant holders generally directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the beneficial ownership of the Initial Shareholders of an aggregate of 5,000,000 Founder Shares, originally acquired for an aggregate purchase price of $25,000, or approximately $0.006 per share. The Founder Shares initially were purchased by the Sponsors with each Sponsor, Union Acquisition Associates II, LLC and Union Group International Holdings Limited, purchasing 2,515,625 Founder Shares for $12,500. The Sponsors then transferred an aggregate of 152,500 shares to Union’s officers, directors advisors and their affiliates. Following the forfeiture of 31,250 shares due to the underwriters’ over-allotment in connection with the IPO, 5,000,000 Founder Shares remained outstanding. The Founder Shares would become worthless if Union does not complete a business combination within the applicable time period, as the Initial Shareholders and Union’s other officers and directors have waived any right to redemption with respect to these shares. The Founder Shares have an aggregate market value of approximately $50,500,000, based on the closing price of SPAC Ordinary Shares of $10.10 on Nasdaq on August 19, 2021, the record date for the Extraordinary General Meeting;

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•        The beneficial ownership of the Sponsors, and their respective affiliates, of 3,375,000 Private Placement Warrants to be retained by the Sponsors, 1,250,000 of which will be held in escrow until released pursuant to the terms of the Transaction Support Agreement, out of the 6,250,000 Private Placement Warrants initially purchased by the Sponsors at a price of $1.00 per warrant, for an aggregate price of $6,250,000. The 3,375,000 Private Placement Warrants to be retained by the Sponsors have an aggregate market value of approximately $2,463,750, based on the closing price of SPAC Warrants of $0.73 on Nasdaq on August 19, 2021, the record date for the Extraordinary General Meeting.

•        Union’s Sponsors, officers and directors, and any of their respective affiliates, will not receive reimbursement for any out-of-pocket expenses incurred by them on Union’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of December 31, 2020, no more than $100,000 in out of-pocket expenses have been incurred by Union’s directors incident to identifying, investigating and consummating a business combination;

•        the potential continuation of certain of Union’s officers and directors as directors of Holdco;

•        the continued indemnification of current directors and officers of Union and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the Sponsors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate; and

•        the Sponsors and their respective affiliates can earn a positive rate of return on their investment, even if other Union shareholders experience a negative rate of return in the post-business combination company.

These interests may influence Union’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. You should also read the section entitled “The Business Combination — Interests of Union’s Directors and Officers in the Business Combination.”

Reasons for the Approval of the Business Combination

After careful consideration, Union’s board of directors recommends that Union’s shareholders vote “FOR” each proposal being submitted to a vote of the Union shareholders at the Extraordinary General Meeting. For a description of Union’s reasons for the approval of the Business Combination and the recommendation of Union’s board of directors, see the section entitled “The Business Combination — Union’s Board of Directors’ Reasons for the Approval of the Business Combination”.

Redemption Rights

Pursuant to the SPAC Articles, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with Union’s amended and restated articles of association. As of June 14, 2021, this would have amounted to approximately $10.10 per share. On April 12, 2021, Union announced that if the Extension Amendment to the SPAC Articles were approved, Union would deposit the Contribution into the Trust Account. The terms of the Contribution are that each month, commencing on, and including, April 22, 2021, until the earlier of October 22, 2021 and the consummation of the Business Combination, a deposit in an amount equal to $0.02 per Public Share will be made into the Trust Account. As of April 16, 2021, in connection with the Extension Amendment to the SPAC Articles, the holders of 6,446,836 SPAC Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.07 per share, for an aggregate redemption amount of approximately $64,898,080.62. A Contribution in the amount of $271,063.28 was made for each of April, May, June and July of 2021. If a holder of Public Shares exercises its redemption rights, then such holder will

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be exchanging its SPAC Ordinary Shares for cash and will not own Holdco Ordinary Shares following the closing of the Business Combination. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% (the “15% threshold”) of the SPAC Ordinary Shares included in the SPAC Units sold in the IPO in connection with any vote on a business combination. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Shareholder or group will not be redeemed for cash.

Union has no specified maximum redemption threshold under its amended and restated articles of association, other than the aforementioned 15% threshold. Each redemption of SPAC Ordinary Shares by Public Shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the amount in the Trust Account, including the aggregate amount of the PIPE Investment Amount. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties, subject to certain conditions. If as a result of redemptions of SPAC Ordinary Shares this condition is not met or is not waived, then each of Union and Procaps may elect not to consummate the Business Combination. In addition, in no event will Union redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the SPAC Articles and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Union shareholders who wish to redeem their public shares for cash must refer to and follow the procedures set forth in the section entitled “Extraordinary General Meeting — Redemption Rights” to properly redeem their public shares.

Impact of the Business Combination on Holdco’s Public Float

It is anticipated that, upon completion of the Business Combination, (i) Union’s existing Shareholders, including the Initial Shareholders, will own approximately 15.5% of the issued and outstanding Holdco Ordinary Shares, including 5,000,000 Holdco Ordinary Shares held by the Initial Shareholders that will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement and 1,250,000 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement, (ii) the Procaps Shareholders will own approximately 76.1% of the issued and outstanding Holdco Ordinary Shares, all of which will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement and including 10,464,612 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement, and (iii) the Subscribers in the PIPE will own approximately 8.4% of the issued and outstanding Holdco Ordinary Shares. These relative percentages assume that (i) none of Union’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares, (ii) the SPAC Transaction Expenses do not exceed the SPAC Transaction Expenses Cap and (iii) no additional equity securities of Union are issued at or prior to Closing, other than the 10,000,000 PIPE Shares currently subscribed for and to be issued in connection with the PIPE. If the actual facts are different than these assumptions, the percentage ownership retained by Union’s existing Shareholders will be different. Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

The following tables present the share ownership of various holders of Holdco Ordinary Shares upon the closing of the Business Combination and are based on the assumptions that (i) the Closing Date shall be August 31, 2021, (ii) the SPAC Transaction Expenses do not exceed the SPAC Transaction Expenses Cap, (iii) no additional equity securities of Union are issued at or prior to Closing, other than the 10,000,000 PIPE Shares currently subscribed for and to be issued in connection with the PIPE and (iv) the following redemption scenarios:

No Redemptions:    This scenario assumes that none of Union’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares.

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Maximum Redemptions:    This scenario assumes that Union’s existing Public Shareholders exercise their redemption rights with respect to approximately 5.0 million Public Shares (approximately 37% of the issued, outstanding and unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $10.00 per share. This maximum redemption scenario reflects the maximum number of SPAC Ordinary Shares that may be redeemed and still allow Union to meet the Minimum Cash Condition and the closing condition that the Holdco Ordinary shares be approved for listing on Nasdaq. The Nasdaq listing condition requires Holdco to have a market value of unrestricted publicly held shares, or “public float,” of at least $45 million. Assuming this maximum redemption scenario and a SPAC Ordinary Share price of $10.00 per share, Holdco is expected to have a public float of approximately $85.0 million.

Interim Redemption:    This scenario assumes that Union’s existing Public Shareholders exercise their redemption rights with respect to approximately 3.6 million Public Shares (approximately 26% of the issued, outstanding and unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $10.00 per share.

Shareholders of Holdco Post Business Combination

 

No Redemption

 

Maximum Redemption

 

Interim Redemption

Number of
Holdco
Ordinary
Shares
in millions

 

% of
Total
(6)

 

Number of
Holdco
Ordinary
Shares
in millions

 

% of
Total
(6)

 

Number of
Holdco
Ordinary
Shares
in millions

 

% of
Total
(6)

Public Shareholders

 

13.6

 

 

11.3

%

 

8.5

 

 

7.4

%

 

10.0

 

 

8.6

%

Initial Shareholders(1)

 

5.0

(3)

 

4.2

%

 

5.0

(3)

 

4.4

%

 

5.0

(3)

 

4.3

%

Minski Family(2)

 

67.5

(4)

 

56.4

%

 

67.5

(4)

 

58.9

%

 

67.5

(4)

 

58.1

%

Hoche

 

15.7

 

 

13.1

%

 

15.7

 

 

13.7

%

 

15.7

 

 

13.5

%

IFC

 

7.9

(5)

 

6.6

%

 

7.9

(5)

 

6.9

%

 

7.9

(5)

 

6.8

%

Subscribers in the PIPE

 

10.0

 

 

8.4

%

 

10.0

 

 

8.7

%

 

10.0

 

 

8.6

%

Total

 

119.7

 

 

100.0

%

 

114.6

 

 

100.0

%

 

116.1

 

 

100.0

%

____________

(1)      Includes all officers and directors of Union that hold Founder Shares.

(2)      Includes Deseja, Simphony and Sognatore.

(3)      Includes 1,250,000 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement.

(4)      Includes 10,464,612 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement.

(5)      Assumes Holdco’s redemption of the 6 million Holdco Redeemable B Shares from IFC.

(6)      Approximate percentage of total outstanding Holdco Ordinary Shares following the closing of the Business Combination.

For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

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Organizational Structure

Prior to the Business Combination

The following diagram shows the current ownership structure of Union (excluding the impact of the shares underlying the Union Warrants).

____________

(1)      For more information about the ownership interests of our Initial Shareholders, including the Sponsors, prior to the Business Combination, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management

The following diagram shows the current structure of Procaps.

____________

(1)      For more information about the ownership interests of Procaps, prior to the Business Combination, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management”.

(2)      The diagram above only shows select subsidiaries of Procaps.

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The following diagram shows the pro forma ownership percentages (excluding the impact of the shares underlying the Holdco Warrants) and structure of Holdco immediately following the consummation of the Business Combination. These relative percentages assume that (i) none of Union’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares, (ii) the SPAC Transaction Expenses do not exceed the SPAC Transaction Expenses Cap, (iii) no additional equity securities of Union are issued at or prior to Closing other than the PIPE Shares and (iv) a Closing Date of August 31, 2021.

____________

(1)      The diagram above only shows selected subsidiaries of Procaps.

Board of Directors of Holdco Following the Business Combination

At the Merger Effective Time, the Holdco Board is expected to be comprised of seven members, including Daniel W. Fink, Kyle P. Bransfield, Ruben Minski, Jose Minski, Alejandro Weinstein, Luis Fernando Castro and David Yanovich. See “Certain Agreements Related to the Business Combination — Nomination Agreement” for additional information regarding post-closing nomination rights with respect to the Holdco board of directors.

Material Tax Consequences

For a detailed discussion of certain U.S. federal income tax consequences and Luxembourg tax consequences of the Business Combination, see the sections titled “Material U.S. Federal Income Tax Considerations” and “Material Luxembourg Income Tax Considerations” in this proxy statement/prospectus.

Accounting Treatment

The Business Combination will be accounted for as a capital reorganization in accordance with IFRS. Under this method of accounting, Union will be treated as the “acquired” company for financial reporting purposes, and Procaps will be the accounting “acquirer”. This determination was primarily based on the assumption that Procaps’ shareholders will hold a majority of the voting power of the Combined Company, Procaps’ operations will substantially comprise the ongoing operations of the Combined Company, Procaps’ designees are expected to comprise a majority of the governing body of the Combined Company, and Procaps’ senior management will comprise the senior management of the Combined Company. However, Union does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization. The net assets of Union will be stated at historical cost, with no goodwill or other intangible assets recorded. The deemed costs of the shares issued by Procaps, which represents the fair value of the shares that Procaps

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would have had to issue for the ratio of ownership interest in the Combined Company to be the same as if the Business Combination had taken the legal form of Procaps acquiring shares of Union, in excess of the net assets of Union will be accounted for as stock-based compensation under IFRS 2 Share-based payment.

Other Shareholder Proposals

In addition to the Business Combination Proposal, Union shareholders will be asked to vote on the Merger Proposal, Nasdaq Proposal and the Adjournment Proposal. For more information about these proposals, see the sections entitled “Proposal No. 2 — The Merger Proposal,” “Proposal No. 3 — The Nasdaq Proposal” and “Proposal No. 4 — The Adjournment Proposal.”

Appraisal or Dissenters’ Rights

With respect to the Merger, the Cayman Islands Companies Act provides for a right of dissenting Union shareholders to be paid the fair value of their shares upon their dissenting to the merger set out in such law.

Dissenter or appraisal rights are not available to holders of Holdco Shares in connection with the Business Combination.

Holders of SPAC Units and SPAC Warrants do not have appraisal rights in respect to their SPAC Units and SPAC Warrants in connection with the Business Combination under the Cayman Islands Companies Act.

Holders of SPAC Ordinary Shares who comply with the applicable requirements of Section 238 of the Cayman Islands Companies Act may have the right, under certain circumstances, to object to the Merger and exercise statutory appraisal (“dissenter”) rights, including rights to seek payment of the fair value of their SPAC Ordinary Shares. These statutory appraisal rights are separate to the right of Public Shareholders to elect to have their shares redeemed for cash at the applicable redemption price in accordance with the SPAC Articles. It is possible that, if shareholders of Union exercise their statutory dissenter rights, the fair value of the SPAC Ordinary Shares determined under Section 238 of the Cayman Islands Companies Act could be more than, the same as, or less than shareholders would obtain if they exercise their redemption rights as described herein. However, it is Union’s view that such fair market value would equal the amount which shareholders of Union would obtain if they exercise their redemption rights as described herein. Shareholders need not vote against any of the Proposals at the Extraordinary General Meeting in order to exercise their statutory dissenter rights under the Cayman Islands Companies Act.

Shareholders who do wish to exercise dissenter rights, if applicable (“Dissent Rights” and the shares held by such shareholders, the “Dissenting Shares”), will be required to deliver notice to Union prior to the Extraordinary General Meeting and follow the process prescribed in Section 238 of the Cayman Islands Companies Act. This is a separate process with different deadline requirements to the process which shareholders must follow if they wish to exercise their redemption rights in accordance with the SPAC Articles.

At the Merger Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 238 of the Cayman Islands Companies Act. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his, her or its rights under Section 238 of the Cayman Islands Companies Act or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Islands Companies Act, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 238 of the Cayman Islands Companies Act shall cease and such SPAC Ordinary Shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s SPAC Ordinary Shares shall thereupon be deemed to have been converted as of the effective time of the Merger into the right to receive one Holdco Ordinary Share.

In the event that any holder of SPAC Ordinary Shares delivers notice of their intention to exercise Dissent Rights, if any, Union shall have the right and may at its sole discretion delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Islands Companies Act. In such circumstances where the exception under Section 239 of the Cayman Islands Companies Act is invoked, no Dissent

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Rights shall be available to shareholders of Union, including those shareholders of Union who have delivered a written objection to the Merger prior to the Extraordinary General Meeting and followed the process prescribed in Section 238 of the Cayman Islands Companies Act, and each such holder’s SPAC Ordinary Shares shall thereupon be deemed to have been converted as of the effective time of the Merger into the right to receive one Holdco Ordinary Share. Accordingly, shareholders of Union are not expected to ultimately have any appraisal or dissent rights in respect of their SPAC Ordinary Shares in connection with the Merger or Business Combination.

Date, Time and Place of the Extraordinary General Meeting

The Extraordinary General Meeting will be held virtually, at https://www.cstproxy.com/unionacquisitioncorpii/sm2021, at 9:00 a.m., Eastern Time, on September 22, 2021. For the purposes of the SPAC Articles, the physical location of the Extraordinary General Meeting shall be the offices of Linklaters LLP located at 1290 Avenue of the Americas, New York, NY 10104.

Record Date and Voting

You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you owned SPAC Ordinary Shares at the close of business on August 19, 2021 which is the record date for the Extraordinary General Meeting. You are entitled to one vote for each SPAC Ordinary Share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 18,553,164 SPAC Ordinary Shares outstanding.

Currently, the Initial Shareholders own 26.9% of Union’s issued and outstanding SPAC Ordinary Shares, including all of the Founder Shares, and the Initial Shareholders, including the directors and officers of Union, have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. Union’s issued and outstanding warrants do not have voting rights at the Extraordinary General Meeting.

Proxy Solicitation

Proxies may be solicited by mail. Union has engaged Innisfree to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary General Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting — Revocability of Proxies.”

Quorum and Required Vote for Proposals for the Extraordinary General Meeting

The approval of each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting. Accordingly, a Union shareholder’s failure to vote by proxy or in person (including virtually) at the Extraordinary General Meeting will not be counted towards the number of SPAC Ordinary Shares required to validly establish a quorum and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on such proposals. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals. The Initial Shareholders and the other current directors and officers of Union have agreed to vote their Founder Shares and any SPAC Ordinary Shares purchased by them during or after the IPO in favor of such proposals.

The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting. Accordingly, a Union shareholder’s failure to vote by proxy or in person (including virtually) at the Extraordinary General Meeting will not be counted towards the number of SPAC Ordinary Shares required to validly establish a quorum and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Merger Proposal. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals, including the Merger Proposal.

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The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation to Union Shareholders

Union’s board of directors believes that each of the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal and the Adjournment Proposal, is in the best interests of Union and its shareholders and recommends that its shareholders vote “FOR” each of the proposals to be presented at the Extraordinary General Meeting.

Summary Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to Union and Procaps are summarized below:

Union

•        Union may not be able to complete its initial business combination prior to October 22, 2021, in which case Union would cease all operations except for the purpose of winding up and Union would redeem its public shares and liquidate, in which case the Public Shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and its warrants will expire worthless.

•        In accordance with updated guidance from the SEC on accounting treatment of the warrants, Union’s management determined that Union’s warrants should be accounted for as liabilities rather than as equity and such requirement resulted in a restatement of Union’s previously issued financial statements, which has resulted in unanticipated costs and diversion of management resources and may have an adverse effect on the market price of Holdco Ordinary Shares.

•        Union has identified a material weakness in its internal control over financial reporting related to the restatement described in its Annual Report on Form 10-K, as amended, which, if not remediated, could result in material misstatements in Union’s financial statements.

•        The ability of the Public Shareholders to exercise redemption rights with respect to a large number of SPAC Ordinary Shares could increase the probability that the Business Combination will be unsuccessful and that Union’s shareholders will have to wait for liquidation in order to redeem their Public Shares.

•        If a shareholder fails to receive notice of Union’s offer to redeem its Public Shares in connection with the Business Combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

•        You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

•        The Sponsors and Union’s directors, officers, advisors or their affiliates may elect to purchase shares from Public Shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of the SPAC Ordinary Shares.

•        If a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of SPAC Ordinary Shares, such shareholder or group will lose the ability to redeem all such shares in excess of 15% of SPAC Ordinary Shares.

•        If, before distributing the proceeds in the Trust Account to the Public Shareholders, Union files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against Union that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Union’s shareholders and the per-share amount that would otherwise be received by Union’s shareholders in connection with Union’s liquidation may be reduced.

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•        Union’s shareholders may be held liable for claims by third parties against Union to the extent of distributions received by them upon redemption of their shares.

•        Union’s shareholders cannot be sure of the market value of the Holdco Ordinary Shares to be issued upon completion of the Business Combination.

•        The Holdco Ordinary Shares to be received by Union’s shareholders as a result of the Business Combination will have different rights from SPAC Ordinary Shares.

•        Union’s Sponsors, officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Shareholders vote.

•        The exercise of discretion by Union’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of Union securityholders.

•        Union’s board of directors did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Shareholders.

•        The Sponsor and Union’s executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in the Registration Statement of which this proxy statement/prospectus is a part.

•        If Union fails to consummate the PIPE, it may not have enough funds to complete the Business Combination.

•        Subsequent to the completion of the Business Combination, Holdco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Holdco’s financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

•        Public Shareholders at the time of the Business Combination who purchased their SPAC Units in Union’s IPO and do not exercise their redemption rights may pursue rescission rights and related claims.

•        Union’s shareholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

•        Union’s and Procaps’ ability to consummate the Business Combination may be materially adversely affected by the COVID-19 pandemic.

•        The securities in which Union invests the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share.

•        Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

Procaps

•        The development of new pharmaceutical products is a complex, risky and lengthy process involving significant financial, research and development and other resources, which may be delayed due to various factors. Such delays can result in increased costs or the emergence of competing products, which may have a material adverse effect on Procaps’ business, financial condition and results of operations.

•        Procaps is subject to strict controls on the commercialization processes for its pharmaceutical products, including their development, manufacture, distribution and marketing, which vary by country and by region. Any delays in regulatory reviews or approvals could delay Procaps’ ability to market our products, which could have a material adverse effect on its business, financial condition and results of operations.

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•        Procaps’ future results of operations are subject to fluctuations in the costs, availability, and suitability of the components of the products it manufactures, including active pharmaceutical ingredients, excipients, purchased components, and raw materials. In addition, the COVID-19 pandemic may interfere with the operations of certain of Procaps’ direct or indirect suppliers or with international trade for these supplies, which could raise Procaps’ costs or reduce the productivity or slow the timing of its operations, which could have a material adverse effect on its business, financial condition and results of operations.

•        A disruption at any of Procaps’ main manufacturing facilities could materially and adversely affect its business, financial condition and results of operations.

•        Procaps’ independent registered public accounting firm has included an explanatory paragraph relating to Procaps’ ability to continue as a going concern in its report on Procaps’ audited consolidated financial statements included in this this proxy statement/prospectus.

•        Procaps has identified a material weakness in its internal control over financial reporting. If Procaps is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Procaps and materially and adversely affect its business and results of operations.

•        Procaps is an international company with operations primarily in Latin America and is subject to the market risks of the countries in which it manufactures and/or sells its products, and to risks associated with foreign exchange rates.

•        If Procaps does not enhance its existing products and services, or introduce new technology or service offerings in a timely manner, its products and services may become uncompetitive over time, or customers may not buy its products or buy less of them, which could have a material adverse effect on Procaps’ business, financial condition and results of operations.

•        The demand for OTC (as defined below) products may be impacted by changes in consumer preferences. If Procaps is unable to adapt to these changes, it may lose market share and its net sales may be negatively impacted, which could have a material adverse effect on Procaps’ business, financial condition and results of operations.

•        Procaps’ business depends upon certain customers for a significant portion of its sales, therefore, a disruption of Procaps’ relationship with these customers or any material adverse change in these customers’ businesses could have a material adverse effect on Procaps’ business, financial condition and results of operations.

•        Procaps depends on key personnel to operate and grow its business and to develop new and enhanced offerings and technologies and the loss of, or the failure to attract and retain, such key personnel could adversely affect its operations.

•        Procaps’ business, financial condition, and results of operations may be adversely affected by global health epidemics, including the COVID-19 pandemic.

•        Procaps may be unable to identify acquisition opportunities and successfully execute and close acquisitions, which could limit its potential for growth.

•        Procaps may not be able to realize the benefits of business acquisitions and divestitures it enters into, including being unable to successfully and efficiently integrate acquisitions or execute on dispositions, which could have a material adverse effect on its business, financial condition and results of operations.

•        The demand for Procaps’ iCDMO services depends in part on its customers’ research and development and the clinical and market success of their products. In the event Procaps’ customers spend less on, or are less successful in, these activities for any reason, including as a result of decrease in spending due to the COVID-19 pandemic or recessionary economic conditions caused in whole or in part by the pandemic, Procaps’ business, financial condition, and results of operations may be materially adversely affected.

•        Procaps participates in a highly competitive market, and increased competition may adversely affect its business, financial condition and results of operations.

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•        Changes in market access or healthcare reimbursement for, or public sentiment towards Procaps, or its customers’, products in Latin America, the United States and other countries in which Procaps operates, or other changes in applicable policies regarding the healthcare industry, could adversely affect Procaps’ financial condition and results of operations by affecting demand for Procaps’ products and services.

•        The illegal trade in pharmaceutical products, including counterfeiting, theft and illegal diversion, is widely recognized. Public loss of confidence in the integrity of pharmaceutical products as a result of illegal trade could materially adversely affect Procaps’ reputation, financial condition and results of operation.

•        Procaps and its customers depend on patents, copyrights, trademarks, know-how, trade secrets, and other forms of intellectual property protections, but these protections may not be adequate.

•        Procaps’ products and services, or its customers’ products, may infringe on the intellectual property rights of third parties and any such infringement could have a material adverse effect on Procaps’ business.

•        A significant portion of medication on the market, including Procaps’, is subject to price control regulations. This control may limit Procaps’ margins and its ability to pass on cost increases to its customers, which could have a material adverse effect on Procaps’ business, financial condition and results of operations.

•        Procaps may be held liable if a consumer has an adverse health reaction to a product it sells or manufactures.

•        Procaps is subject to product and other liability risks that could exceed its anticipated costs or adversely affect its results of operations, financial condition, liquidity, and cash flows.

•        Failure to comply with existing and future regulatory requirements could adversely affect Procaps’ business, financial condition and results of operations, or result in claims from customers.

•        Procaps is subject to environmental, health, and safety laws and regulations, which could increase its costs and restrict its operations in the future.

•        Failure to meet regulatory or ethical expectations on environmental impact, including climate change, could affect Procaps’ ability to market and sell its products if other products with a better carbon footprint are available.

•        Procaps’ global operations are subject to economic, political, and regulatory risks, including the risks of changing regulatory standards or changing interpretations of existing standards that could affect its financial condition and results of operation or require costly changes to its business.

•        Tax legislative or regulatory initiatives, new interpretations or developments concerning existing tax laws, or challenges to Procaps’ tax positions could adversely affect its results of operations and financial condition.

•        Procaps is subject to labor and employment laws and regulations, which could increase its costs and restrict its operations in the future.

•        Procaps is subject to governmental export and import controls that could impair its ability to compete in international markets and subject it to liability if Procaps is not in compliance with applicable laws.

•        Failure to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and similar laws associated with Procaps’ activities in other jurisdictions could subject Procaps to penalties and other adverse consequences.

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Selected Historical Financial Data of Union

The following tables summarize the relevant financial data for Union’s business and should be read in conjunction with the section entitled “Union Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Union’s audited financial statements as of and for the fiscal year ended September 30, 2020, and the notes related thereto, and Union’s unaudited financial statements as of and for the nine months ended June 30, 2021, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.

Union’s balance sheet data as of June 30, 2021 and statement of operations data for the nine months ended June 30, 2021 are derived from Union’s unaudited financial statements included elsewhere in this proxy statement/prospectus. Union’s balance sheet data as of September 30, 2020 and September 30, 2019, and statement of operations data for the year ended September 30, 2020 and September 30, 2019 are derived from Union’s audited financial statements included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with Union’s financial statements and related notes and the section entitled “Union Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus.

Income Statement Data:

 

Nine months
ended
June 30,
2021

 

Year ended
September 30,
2020

 

Period from
December 6,
2018
(inception)
through
September 30,
2019

General and administrative expenses

 

$

1,023,152

 

 

$

867,455

 

 

$

15,175

 

Loss from operations

 

 

(1,023,152

)

 

 

(867,455

)

 

 

(15,175

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of warrant liabilities

 

 

(4,575,000

)

 

 

(13,050,000

)