Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of September 11, 2023
(the Effective Date), by and among Ambrx Biopharma Inc., a Cayman Islands exempted company (Ambrx), New Ambrx Biopharma Inc., a Delaware corporation (Parent), and Ambrx Merger Sub Inc., a
Cayman Islands exempted company and wholly-owned subsidiary of Parent (Merger Sub, together with Ambrx and Parent, the Parties and each, a Party).
RECITALS
WHEREAS, the Parties desire to effect a merger of Merger Sub with and into Ambrx, with Ambrx continuing as the surviving
company as a wholly-owned subsidiary of Parent (the Merger), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Cayman Islands Companies Act (as revised) (the Companies
Act);
WHEREAS, the board of directors of Ambrx has determined that it is advisable and in the commercial
interests of Ambrx to effect the Merger upon the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of Part XVI of the Companies Act;
WHEREAS, the board of directors of Merger Sub has determined that it is advisable and in the commercial interests of Merger
Sub to effect the Merger upon the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of Part XVI of the Companies Act; and
WHEREAS, Parent, including as the sole shareholder of Merger Sub, has approved the form, terms and provisions of, and the
transactions contemplated by, this Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
ARTICLE I
MERGER
1.1 Closing. Unless the transactions contemplated herein shall have been abandoned and this
Agreement is terminated pursuant to Section 5.1, the closing of the Merger and the other transactions contemplated hereby (the Closing) shall be effected by the exchange of documents by electronic
transmission on the date the conditions set forth in Section 1.4 have been satisfied, unless another date, time or place is agreed to in writing by the Parties. The date on which the Closing actually occurs is hereinafter
referred to as the Closing Date.
1.2 Effective Time. On the Closing
Date, a plan of merger, substantially in the form attached hereto as Exhibit A (the Plan of Merger), shall be filed with the Cayman Islands Registrar of Companies, and the Merger shall become effective at the time provided
therein in accordance with applicable law (the Effective Time).