SCUA / Sculptor Acquisition Corp I - Class A - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-41142 SCULPTOR ACQUISITION CORP I (Exact name of registrant as specified in

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 20, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 SCULPTOR ACQUISITION CORP I (Exact name of registrant as specified in its charter) Cayman Islands 001-41142 98-1590223 (State or other jurisdiction of incorporati

Sculptor Acquisition Corp I Announces Liquidation

Exhibit 99.1 Sculptor Acquisition Corp I Announces Liquidation NEW YORK – May 26, 2023 – Sculptor Acquisition Corp I (NYSE: SCUA) (the “Company”) announced the following today: • The Company anticipates it will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. • Accordingly, the Company intends to diss

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41142 SCULPTOR ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐

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

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

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41142 SCULPTOR ACQUISIT

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the securities of Sculptor Acquisition Corp I (the “Company,” “we” or “us”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated memorandum and article of association and our warrant agreement with Continental Stock Transfer & Trust Compa

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 SCULPTOR ACQUISITION CORP I (Exact name of registrant as specified in its charter) Cayman Islands 001-41142 98-1590223 (State or other jurisdiction of incorp

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41142 SCULPTOR

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41142 SCULPTOR ACQUI

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41142 SCULPTOR ACQU

DESCRIPTION OF SECURITIES

EX-4.5 2 brhc10035540ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the securities of Sculptor Acquisition Corp I (the “Company,” “we” or “us”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated memorandum and article of association and our warrant agreement wi

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

10-K 1 brhc1003554010k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file num

Sculptor Acquisition Sponsor I LLC - SC 13G

SC 13G 1 brhc10033603sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sculptor Acquisition Corp I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7T983 103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this

* * * *

Exhibit 99.1 Sculptor Acquisition Corp I Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing January 31, 2022 NEW YORK ? January 28, 2022 ? Sculptor Acquisition Corp I (the ?Company?) announced today that, commencing January 31, 2022, holders of the units sold in the Company?s initial public offering may elect to separately trade the Company?s Class A ordinary sh

Financial Statements and Exhibits, Other Events

8-K 1 brhc100330908k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2022 SCULPTOR ACQUISITION CORP I (Exact name of registrant as specified in its charter) Cayman Islands 001-41142 98-1590223 (State or

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2021 SCULPTOR ACQUISITION CORP I (Exact name of registrant as specified in its charter) Cayman Islands 001-41142 98-1590223 (State or other jurisdiction of incorp

PROMISSORY NOTE

EX-10.1 2 nt10021687x12ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PROMISSORY NOTE Principal Amount: up to $2,000,000 As of December 31, 2021 Sculptor Acquisition Corp I, a Cayman Islands exempted company (“Maker”) promises to pay to the order of Sculptor Acquisition Sponsor I, a Cayman Islands limited liability company, or its registered assigns or successors in interest (“Payee”) the principal sum of T

ADAGE CAPITAL PARTNERS GP, L.L.C. - SCULPTOR ACQUISITION CORP I

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sculptor Acquisition Corp I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7T983129** (CUSIP Number) December 13, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate

SCULPTOR ACQUISITION CORP I INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 SCULPTOR ACQUISITION CORP I INDEX TO FINANCIAL STATEMENT Audited Financial Statement of Sculptor Acquisition Corp I Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 13, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Sculptor Acquisition Corp I O

Financial Statements and Exhibits, Other Events

8-K 1 nt10021687x118k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2021 SCULPTOR ACQUISITION CORP I (Exact name of registrant as specified in its charter) Cayman Islands 001-41142 98-1590223 (St

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.2 6 nt10021687x10ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 8, 2021 by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Com

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

EX-10.3 7 nt10021687x10ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021, is made and entered into by and among Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Sculptor Acquisition Sponsor I, a Cayman Islands limited liability company

INDEMNITY AGREEMENT

EX-10.5 9 nt10021687x10ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 8, 2021, by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and the undersigned director or officer (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.1 5 nt10021687x10ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 8, 2021, is entered into by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”

THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION SCULPTOR ACQUISITION CORP I (ADOPTED BY SPECIAL RESOLUTION DATED DECEMBER 3, 2021)

EX-3.1 3 nt10021687x10ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SCULPTOR ACQUISITION CORP I (ADOPTED BY SPECIAL RESOLUTION DATED DECEMBER 3, 2021) 1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SCULPTOR ACQUISITION CORP I (ADOPTED BY SPECI

WARRANT AGREEMENT Sculptor Acquisition Corp I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 8, 2021

EX-4.1 4 nt10021687x10ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT between Sculptor Acquisition Corp I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 8, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated December 8, 2021, is by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New Y

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

8-K 1 nt10021687x108k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2021 SCULPTOR ACQUISITION CORP I (Exact name of registrant as specified in its charter) Cayman Islands 001-41142 98-1590223 (State or

SCULPTOR ACQUISITION CORP I 20,000,000 UNITS Underwriting Agreement

EX-1.1 2 nt10021687x10ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION VERSION SCULPTOR ACQUISITION CORP I 20,000,000 UNITS Underwriting Agreement December 8, 2021 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Sculptor Acquisition Corp I, a Cayman Islands exemp

[Signature Page Follows]

EX-10.4 8 nt10021687x10ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 December 8, 2021 Sculptor Acquisition Corp I 9 West 57th Street, 39th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Sculptor Acquisition Corp

$200,000,000 Sculptor Acquisition Corp I 20,000,000 Units

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration File No. 333-260302 PROSPECTUS $200,000,000 Sculptor Acquisition Corp I 20,000,000 Units Sculptor Acquisition Corp I is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with on

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SCULPTOR ACQUISITION CORP I (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1590223 (State or other jurisdiction of incorporation or organization) (I.

SCULPTOR ACQUISITION CORP I 9 West 57th Street, 39th Floor New York, NY 10019 December 6, 2021

SCULPTOR ACQUISITION CORP I 9 West 57th Street, 39th Floor New York, NY 10019 December 6, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.

December 6, 2021

CORRESP 1 filename1.htm Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 December 6, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Attention: Christopher Dunham Re: Sculptor Acquisition Corp I Registration Statement on Form S-1, as amended Originally filed October 15, 2021 File No. 333-260302 Dear Mr. Dunham: I

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

EX-10.2 6 nt10021687x5ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Sculptor Acquisition Sponsor I, a Cayman Islands limited liability company (the “Spo

WARRANT AGREEMENT Sculptor Acquisition Corp I CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [_____]. 2021

Exhibit 4.4 WARRANT AGREEMENT between Sculptor Acquisition Corp I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated []. 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [], 2021, is by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Wa

THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION SCULPTOR ACQUISITION CORP I (ADOPTED BY SPECIAL RESOLUTION DATED [●], 2021)

Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SCULPTOR ACQUISITION CORP I (ADOPTED BY SPECIAL RESOLUTION DATED [?], 2021) 1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SCULPTOR ACQUISITION CORP I (ADOPTED BY SPECIAL RESOLUTION DATED [?], 2021) 1. The name of the c

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.1 5 nt10021687x5ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s r

As filed with the United States Securities and Exchange Commission on November 19, 2021.

S-1/A 1 nt10021687x5s1a.htm S-1/A TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on November 19, 2021. No. 333-260302 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sculptor Acquisition Corp I (Exact name of registrant as specified in this charter) Caym

- 2 -

CORRESP 1 filename1.htm ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM November 19, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Christopher Dunham; Pam Howell Re: Sculptor Acquisition Corp I Registration Statement on Form S-1 Filed October 15, 20

[Signature Page Follows]

Exhibit 10.7 [?], 2021 Sculptor Acquisition Corp I 9 West 57th Street, 39th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the ?Company?),

Consent to be Named as a Director Nominee

EX-99.4 21 nt10021687x4ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Sculptor Acquisition Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a

As filed with the United States Securities and Exchange Commission on October 15, 2021.

S-1 1 nt10021687x4s1.htm S-1 TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on October 15, 2021. No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sculptor Acquisition Corp I (Exact name of registrant as specified in this charter) Cayman Islands 6770 98-1590223 (

Consent to be Named as a Director Nominee

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Sculptor Acquisition Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Sculptor A

THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION SCULPTOR ACQUISITION CORP I REF: MB/LH/169924 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION SCULPTOR ACQUISITION CORP I

Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF SCULPTOR ACQUISITION CORP I REF: MB/LH/169924 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF SCULPTOR ACQUISITION CORP I 1. The name of the company is Sculptor Acquisition Corp I (the ?Company?). 2. The registered office of the Company will be situated at the off

Consent to be Named as a Director Nominee

EX-99.2 19 nt10021687x4ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Sculptor Acquisition Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Sculptor Acquisition Corp I Incorporated Under the Laws of the Cayman Islands

EX-4.3 7 nt10021687x4ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Sculptor Acquisition Corp I Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, i

SPECIMEN UNIT CERTIFICATE

EX-4.2 5 nt10021687x4ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Sculptor Acquisition Corp I CUSIP [●] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.3 12 nt10021687x4ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [], 2021, is entered into by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and S

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.1 10 nt10021687x4ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s

WARRANT AGREEMENT Sculptor Acquisition Corp I CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [_____]. 2021

EX-4.4 8 nt10021687x4ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT between Sculptor Acquisition Corp I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated []. 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [], 2021, is by and between Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,

SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE

EX-4.2 6 nt10021687x4ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES SCULPTOR ACQUISITION CORP I INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES WITH A PAR OR NOMINAL VALUE OF US $0.0001 EACH OF

Sculptor Acquisition Corp I 9 West 57th Street, 39th Floor New York, NY 10019 United States

EX-10.6 15 nt10021687x4ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 Sculptor Acquisition Corp I 9 West 57th Street, 39th Floor New York, NY 10019 United States Sculptor Acquisition Corp I March 15, 2021 9 West 57th Street, 39th Floor New York, NY 10019 United States RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this “Agreement”) is entered into on March 15, 2021 by and betwee

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2021, is made and entered into by and among Sculptor Acquisition Corp I, a Cayman Islands exempted company (the ?Company?), Sculptor Acquisition Sponsor I, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned parties listed und

INDEMNITY AGREEMENT

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

SCULPTOR ACQUISITION CORP I 20,000,000 UNITS Underwriting Agreement

EX-1.1 2 nt10021687x4ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 SCULPTOR ACQUISITION CORP I 20,000,000 UNITS Underwriting Agreement [•], 2021 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Sculptor Acquisition Corp I, a Cayman Islands exempted company (the “Company”

Consent to be Named as a Director Nominee

EX-99.1 18 nt10021687x4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Sculptor Acquisition Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a

PROMISSORY NOTE

EX-10.5 14 nt10021687x4ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATIS

THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION SCULPTOR ACQUISITION CORP I (ADOPTED BY SPECIAL RESOLUTION DATED [●], 2021)

EX-3.2 4 nt10021687x4ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SCULPTOR ACQUISITION CORP I (ADOPTED BY SPECIAL RESOLUTION DATED [●], 2021) 1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SCULPTOR ACQUISITION CORP I (ADOPTED BY SPECIAL RESOL

As submitted confidentially to with the United States Securities and Exchange Commission on June 4, 2021. This second draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein

DRS/A 1 filename1.htm TABLE OF CONTENTS As submitted confidentially to with the United States Securities and Exchange Commission on June 4, 2021. This second draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.

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DRSLTR 1 filename1.htm ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM June 4, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Christopher Dunham; Pam Howell Re: Sculptor Acquisition Corp I Draft Registration Statement on Form S-1 Submitted April 5, 2

As submitted confidentially to with the United States Securities and Exchange Commission on April 2, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remai

TABLE OF CONTENTS As submitted confidentially to with the United States Securities and Exchange Commission on April 2, 2021.