Founder Shares. In April 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (a) one year following the consummation of the Business Combination, (b) following the consummation of the Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (CCIF Acquisition Corp.), Underwriting Agreement (CCIF Acquisition Corp.), Underwriting Agreement (CCIF Acquisition Corp.)
Founder Shares. In April 2021, the The Company issued 1,437,500 Ordinary Shares to CCIF Global LLC, a Delaware limited liability company HWei Super Speed Co. Ltd. (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 (the “Founder Shares,” and together with the Class A Shares25,000, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act which 187,500 of 1933, as amended (the “Act”)which were subject to forfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,437,500 Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until for a time period ending on the date that is the earlier of (aA) one year following twelve months after the consummation completion of the Company’s initial Business CombinationCombination or (B) the date on which we complete a liquidation, (b) following the consummation merger, stock exchange or other similar transaction after our initial Business Combination that results in all of the Business CombinationPublic Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, any Ordinary Shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale price of the Class A Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share dividendsstock capitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our the initial business combination, and (c) the date following the consummation of the Business Combination on which or (2) if the Company consummates complete a liquidation, merger, stock exchange or similar transaction after the initial Business Combination which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the Business Combinationtime frame provided in the Prospectus (as defined below). The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including excluding any Private shares included in the Placement Securities Units (as defined below)) and assuming the Sponsor does not purchase any Units in this Offering) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Future Vision II Acquisition Corp.), Underwriting Agreement (Future Vision II Acquisition Corp.), Underwriting Agreement (Future Vision II Acquisition Corp.)
Founder Shares. In April 2021June 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company HighCape Capital Acquisition LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2020, the Sponsor transferred 30,000 founder shares to each of Dxxxx Xxxxxxx, Axxxxx Xxxxxx and Rxxxxx Xxxx (together with the Sponsor, the “Initial Stockholders”), resulting in the Sponsor holding 2,785,000 founder shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share dividendsstock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor Initial Stockholders will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (HighCape Capital Acquisition Corp.), Underwriting Agreement (HighCape Capital Acquisition Corp.), Underwriting Agreement (HighCape Capital Acquisition Corp.)
Founder Shares. In On April 20, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Wuren Fubao Inc. (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, ) 1,437,500 Ordinary Shares for an aggregate purchase price consideration of $25,000 25,000, and on October 24, 2021, the Company declared a dividend of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Founders Shares”), in a private placement exempt from registration under Section 4(a)(2) . The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Securities Act of 1933, as amended Company (the “ActIndependent Directors” and, together with the Sponsor, the “Initial Shareholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until six months after the earlier date of (a) one year following the consummation of the a Business CombinationCombination or earlier if, (b) following the consummation of the subsequent to a Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Embrace Change Acquisition Corp.), Underwriting Agreement (Embrace Change Acquisition Corp.), Underwriting Agreement (Embrace Change Acquisition Corp.)
Founder Shares. In April 2021May 2018, the Company issued to CCIF Global LLC, a Delaware limited liability company ChaSerg Technology Sponsor LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 5,750,000 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (but not including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 3 contracts
Samples: Underwriting Agreement (ChaSerg Technology Acquisition Corp), Underwriting Agreement (ChaSerg Technology Acquisition Corp), Underwriting Agreement (ChaSerg Technology Acquisition Corp)
Founder Shares. In On April 20, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Wuren Fubao Inc. (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, ) 1,437,500 Ordinary Shares for an aggregate purchase price consideration of $25,000 25,000, and on October 24, 2021, the Company declared a dividend of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Founders Shares”), in a private placement exempt from registration under Section 4(a)(2) . The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Securities Act of 1933, as amended Company (the “ActIndependent Directors” and, together with the Sponsor, the “Initial Shareholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until the earlier of (a) one year following after the date of the consummation of the a Business CombinationCombination or earlier if, (b) following the consummation of the subsequent to a Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Embrace Change Acquisition Corp.), Underwriting Agreement (Embrace Change Acquisition Corp.), Underwriting Agreement (Embrace Change Acquisition Corp.)
Founder Shares. In April 2021On January 11, 2022, the Company issued to CCIF Global LLC, a Delaware limited liability company FG Merger Investors LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, ) for an aggregate purchase price consideration of $25,000 25,000, 2,012,500 shares of Common Stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In January 2022, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s management and board of directors (such individuals, together with the Sponsor, are referred to herein as the “initial stockholders”). Except as described in the Registration Statement, none of the Founder Shares may not be sold, assigned or transferred by the Sponsor initial stockholders until (x) with respect to 50% of the Founder Shares, the earlier of of: (ai) one year following twelve months after the consummation of the Business Combination, ; or (bii) following the consummation of date on which the Business Combination, the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination; and (y) with respect to the remaining 50% of the Founder Shares, twelve months after the consummation of the Business Combination, provided that all of the Founder Shares may be sold, assigned or transferred on the date following a Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required has agreed to forfeit such number of Founder Shares (up to 262,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with Option (excluding the consummation shares of Common Stock underlying the Business Combination on a one-for-one basis, subject to adjustment as described in the ProspectusRepresentative’s Units).
Appears in 3 contracts
Samples: Underwriting Agreement (FG Merger Corp.), Underwriting Agreement (FG Merger Corp.), Underwriting Agreement (FG Merger Corp.)
Founder Shares. In April 2021July 2023 and September 2023, the Company issued to CCIF Global LLC, a Delaware limited liability company Hercules Capital Management Corp (the “Sponsor”), ) acquired an aggregate of 4,312,500 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) for an aggregate consideration of the Securities Act of 1933, as amended (the “Act”)$25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of of: (ai) one year six months following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our the initial business combinationBusiness Combination, and (c) the date following the consummation 50% of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall will be subject to restrictions on released from such transfer as set forth in the Insider Letters (as defined below)restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the Business Combinationperiod of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding Ordinary shares of the Company (excluding the Placement Shares (but not including any Private Placement Securities as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Eureka Acquisition Corp), Underwriting Agreement (Eureka Acquisition Corp), Underwriting Agreement (Eureka Acquisition Corp)
Founder Shares. In April On February 18, 2021, the Company issued to CCIF Global CGA Sponsor 2, LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 5,031,250 Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In March [●], 2021, the Sponsor transferred 50,000 Class B ordinary shares to each of the independent directors of the Company. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (bx) following if the consummation of the Business Combination, the last sale closing price of the Company’s Class A Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combinationthe completion of the Company’s Business Combination, and or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares its ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Corner Growth Acquisition Corp. 2), Underwriting Agreement (Corner Growth Acquisition Corp. 2), Underwriting Agreement (Corner Growth Acquisition Corp. 2)
Founder Shares. In April On March 9, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company G3 VRM Holdings LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Founders Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholder until the earlier of of: (ai) one year following the consummation of the Business Combination, ; (bii) following subsequent to the consummation of the a Business Combination, when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (iii) the date on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (G3 VRM Acquisition Corp.), Underwriting Agreement (G3 VRM Acquisition Corp.), Underwriting Agreement (G3 VRM Acquisition Corp.)
Founder Shares. In April 2021December 2019, the Company issued to CCIF Global LLCShipwright SPAC I, a Delaware limited liability company LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 4,312,500 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Subsequently, the Sponsor transferred an aggregate of 1,509,376 Founder Shares to certain officers and directors of the Company (collectively with the Sponsor, the “Initial Stockholders”) No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (but not including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 3 contracts
Samples: Underwriting Agreement (Collective Growth Corp), Underwriting Agreement (Collective Growth Corp), Underwriting Agreement (Collective Growth Corp)
Founder Shares. In April May 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Aetherium Capital Holdings LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier to occur of: (A) six months after the completion of the Company’s initial Business Combination and (aB) one year following subsequent to the consummation of the a Business Combination, (bx) following if the consummation of the Business Combination, the reported last sale price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination, or (y) the date on which the Company consummates completes a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Aetherium Acquisition Corp), Underwriting Agreement (Aetherium Acquisition Corp), Underwriting Agreement (Aetherium Acquisition Corp)
Founder Shares. In April 2021May 2024, the Company issued to CCIF Global Andretti Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 purchased from the Company 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), for an aggregate consideration of $25,000 paid to cover certain offering costs, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following after the consummation of a Business Combination; or (ii) subsequent to the consummation of such Business Combination, (bx) following the consummation of the Business Combination, when the last reported sale price of the Company’s Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination or (y) the date on which the Company consummates completes a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Andretti Acquisition Corp. II), Underwriting Agreement (Andretti Acquisition Corp. II), Underwriting Agreement (Andretti Acquisition Corp. II)
Founder Shares. In April On July 30, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company AIB LLC (the “Sponsor”), an aggregate ) 1,437,500 of 4,312,500 the Company’s Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), for an aggregate consideration of $25,000, with economic effect as of June 30, 2021. On September 13, 2021, the Company effected a share dividend of 0.5 shares for each Class B ordinary share outstanding, resulting in a private placement exempt from registration under Section 4(a)(2) an aggregate of the Securities Act of 1933, as amended (the “Act”)2,156,250 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until the earlier of of: (ai) one year six months following the consummation of the Business Combination, ; (bii) following subsequent to the consummation of the a Business Combination, when the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days within any 150-trading day period after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (iii) the date on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp)
Founder Shares. In April 2021March 2024, the Company issued an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 to CCIF Global M3-Brigade Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following after the consummation Business Combination Closing or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the Business Combination Closing that results in all of the Business CombinationCompany’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if (b1) following the consummation of the Business Combination, the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which Closing or (2) if we consummate a transaction after the Company consummates a liquidation, merger, stock exchange or similar transaction Business Combination Closing which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares shares for cash, securities, securities or other property. The , the Founder Shares shall will be subject to restrictions on transfer as set forth in released from the Insider Letters (as defined below)lock-up. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 2020.0% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (M3-Brigade Acquisition v Corp.), Underwriting Agreement (M3-Brigade Acquisition v Corp.), Underwriting Agreement (M3-Brigade Acquisition v Corp.)
Founder Shares. In April On March 4, 2021, the Company issued to CCIF Global LLCYntegra Capital Investments, a Delaware limited liability company LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 3,593,750 shares of the Company’s Class B Common Stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Founders Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholder until the earlier of of: (ai) one year six months following the consummation of the Business Combination, ; (bii) following subsequent to the consummation of the a Business Combination, when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (iii) the date on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 468,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Clover Leaf Capital Corp.), Underwriting Agreement (Clover Leaf Capital Corp.), Clover Leaf Capital Corp.
Founder Shares. In April 2021July 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company FG New America Investors LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 30,000, 6,468,750 shares of its Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In August 2020, the Sponsor transferred 1,250,000 Founder Shares to members of the Company’s management and board of directors (such individuals, together with the Sponsor, are referred to herein as the “initial stockholders”). Except as described in the Registration Statement, none of the Founder Shares may not be sold, assigned or transferred by the Sponsor initial stockholders until (x) with respect to 50% of the Founder Shares, the earlier of of: (ai) one year following twelve months after the consummation of the Business Combination, ; or (bii) following the consummation of date on which the Business Combination, the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination; and (y) with respect to the remaining 50% of the Founder Shares, twelve months after the consummation of the Business Combination, provided that all of the Founder Shares may be sold, assigned or transferred on the date following a Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required has agreed to forfeit such number of Founder Shares (up to 843,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with Option (excluding the consummation shares of Common Stock underlying the Business Combination on a one-for-one basis, subject to adjustment as described in the ProspectusRepresentatives’ Units).
Appears in 3 contracts
Samples: Underwriting Agreement (FG New America Acquisition Corp.), Underwriting Agreement (FG New America Acquisition Corp.), Underwriting Agreement (FG New America Acquisition Corp.)
Founder Shares. In April 2021July 2020, the Company issued to CCIF Global LLCCFAC Holdings VII, a Delaware limited liability company LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 3,737,500 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January 2021, the Company effectuated a 35/26-for-1 stock split, resulting in an aggregate of 5,031,250 Founder Shares being outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (but not including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 3 contracts
Samples: Underwriting Agreement (CF Acquisition Corp. VII), Underwriting Agreement (CF Acquisition Corp. VII), Underwriting Agreement (CF Acquisition Corp. VII)
Founder Shares. In April 2021On May 13, the Company issued to CCIF Global LLC2024, a Delaware limited liability company our sponsor Launch Two Sponsor, LLC (the “Sponsor”), ) paid $25,000 to subscribe for an aggregate of 4,312,500 5,750,000 Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by Sponsor or the Sponsor Company’s independent directors until the earlier of to occur of: (aA) one year following after the consummation completion of the Company’s Business Combination, ; and (bB) following subsequent to the consummation of the Company’s Business Combination, Combination (x) if the last reported sale price of the Company’s Class A Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and the Company’s Business Combination or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares Class A ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2020.0% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Launch Two Acquisition Corp.), Underwriting Agreement (Launch Two Acquisition Corp.)
Founder Shares. In April 2021November 2023, the Company’s Chief SPAC Officer purchased from the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B 5,031,250 ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), for an aggregate consideration of $25,000, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The Chief SPAC Officer thereafter transferred a portion of the Founder Shares to other officers, directors and individuals (together with the Chief SPAC Officer, the “Initial Shareholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until the earlier of of: (ai) one year 180 days following the consummation of the Business Combination, ; (bii) following the consummation of date on which the Business Combination, the last sale closing price of the Class A Company’s Ordinary Shares equals or exceeds $12.00 12.50 per share (as adjusted for share subdivisionssplits, share dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of a Business Combination; or (iii) subsequent to the consummation of a Business Combination Combination, the date on which the Company consummates completes a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor Initial Shareholders will be required to forfeit such number of Founder Shares (up to 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Option (excluding the Private Placement Shares (defined below), the Representative Founder Shares will automatically convert into Class A (defined below) and any Public Shares concurrently with purchased by the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the ProspectusInitial Shareholders).
Appears in 2 contracts
Samples: Underwriting Agreement (Legato Merger Corp. III), Underwriting Agreement (Legato Merger Corp. III)
Founder Shares. In April 2021September 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company Atlas Crest Investment LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 14,375,000 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Up to 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Over-allotment Option is exercised. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,875,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Atlas Crest Investment Corp.), Underwriting Agreement (Atlas Crest Investment Corp.)
Founder Shares. In April On March 8, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Revofast LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Founders Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; (bii) following subsequent to the consummation of the a Business Combination, when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our the initial business combination, and Business Combination; or (ciii) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 12 months (or up to 18 months, if applicable) from the Business Combinationclosing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private shares of Common Stock issuable upon exercise of the Placement Securities (as defined below)Warrants) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Fintech Ecosystem Development Corp.), Underwriting Agreement (Fintech Ecosystem Development Corp.)
Founder Shares. In April February 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company StoneBridge Acquisition Sponsor LLC (the “Sponsor”), an aggregate of 4,312,500 5,750,000 Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), for an aggregate consideration of $25,000, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (bx) following if the consummation of the Business Combination, the last sale closing price of the Company’s Class A Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combinationthe completion of the Company’s Business Combination, and or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares its ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (StoneBridge Acquisition Corp.), Underwriting Agreement (StoneBridge Acquisition Corp.)
Founder Shares. In April On June 30, 2021, the Company issued to CCIF Global LLCSunfire Sponsor, a Delaware limited liability company LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B Ordinary Shares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” ”). A portion of the Founders Shares were then transferred to officers and directors of the Company (such individuals, together with the Class A Shares, collectivelySponsor, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “ActInitial Shareholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until the earlier of of: (ai) one year six months following the consummation of the Business Combination, ; (bii) following subsequent to the consummation of the a Business Combination, when the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (iii) the date on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 12 months (or up to 18 months, if applicable) from the Business Combinationclosing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Sunfire Acquisition Corp LTD), Sunfire Acquisition Corp LTD
Founder Shares. In April On August 5, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Blue World Holdings Limited (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 2,300,000 of the Company’s Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until the earlier of of: (ai) one year six months following the consummation of the Business Combination, ; (bii) following subsequent to the consummation of the a Business Combination, when the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (iii) the date on which the Company consummates completes a liquidation, merger, stock share exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 300,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) and Representative Shares) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Blue World Acquisition Corp), Underwriting Agreement (Blue World Acquisition Corp)
Founder Shares. In April 2021On January 26, the Company issued to CCIF Global 2022, Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 purchased from the Company 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), for an aggregate consideration of $25,000, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. On March 4, 2022, the Company effected a share capitalization with respect to its Founder Shares of 1,150,000, resulting in the Sponsor holding 6,900,000 Founder Shares. On August 18, 2022, the Sponsor surrendered for no consideration 1,500,000 Founder Shares, resulting in the Sponsor holding 5,750,000 Founder Shares. On November 17, 2022, the Sponsor surrendered 958,333 Founder Shares for no consideration resulting in the Sponsor holding 4,791,667 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividendsconsolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates completes a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 625,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Israel Acquisitions Corp), Underwriting Agreement (Israel Acquisitions Corp)
Founder Shares. In April 2021October 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company FoxWayne Enterprises Acquisition Sponsor LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 1,437,500 shares of the Company’s Class B Common Stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until (i) with respect to 50% of Founder Shares, the earlier six-month anniversary of (a) one year following the date of the consummation of the Company’s initial Business Combination, and (bii) following with respect to the remaining 50% of such shares, the one-year anniversary of the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, capital stock exchange or other similar transaction which that results in all of the Company’s its public shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (FoxWayne Enterprises Acquisition Corp.), FoxWayne Enterprises Acquisition Corp.
Founder Shares. In April On May 3, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Link Investment LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 1,437,500 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ai) one year six months following the consummation of the Business Combination, ; and (bii) following subsequent to the consummation of the a Business Combination, (A) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (B) the date on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). “Initial Stockholders” means (i) holders of the Founder Shares, and (ii) members of the Sponsor. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 12 months (or up to 18 months, if applicable) from the Business Combinationclosing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (PHP Ventures Acquisition Corp.), Underwriting Agreement (PHP Ventures Acquisition Corp.)
Founder Shares. In April 2021On June 18, 2024, the Company issued an aggregate of 5,750,000 Class B ordinary shares (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Act, for an aggregate purchase price of $25,000 to CCIF Global DynamixCore Holdings, LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (aA) one (1) year following the consummation completion of the Business Combination and (B) subsequent to the completion of the Business Combination, (bx) following if the consummation of the Business Combination, the last sale closing price of the Class A Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any 30-trading thirty (30)-trading day period commencing at least 150 days after our initial business combinationthe Business Combination, and or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding Ordinary Public Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Dynamix Corp), Underwriting Agreement (Dynamix Corp)
Founder Shares. In April 2021March 2016, the Company issued to CCIF Global LLCCF Finance Holdings III, a Delaware limited liability company LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 5,750,000 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (but not including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (CF Finance Acquisition Corp. III), Underwriting Agreement (CF Finance Acquisition Corp. III)
Founder Shares. In April May 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Insight Acquisition Sponsor LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 6,181,500 shares of Class B ordinary shares common stock of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)) and on July 29, 2021, the Company effected a 1:1.1162791 stock split of its Class B common stock, resulting in the Sponsor holding an aggregate of 6,900,000 founder shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the Business Combination, (x) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 900,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Insight Acquisition Corp. /DE), Underwriting Agreement (Insight Acquisition Corp. /DE)
Founder Shares. In April 2021On March 2024, the Company issued to CCIF Global LLCour sponsor Lionheart Sponsor, a Delaware limited liability company LLC (the “Sponsor”), ) paid $25,000 to subscribe for an aggregate of 4,312,500 7,666,667 Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by Sponsor or the Sponsor Company’s independent directors until the earlier of to occur of: (aA) one year following six-months after the consummation completion of the Company’s Business Combination, ; and (bB) following subsequent to the consummation of the Company’s Business Combination, Combination (x) if the last reported sale price of the Company’s Class A Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and the Company’s Business Combination or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares Class A ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Lionheart Holdings), Underwriting Agreement (Lionheart Holdings)
Founder Shares. In April 2021September 2020, the Company issued to CCIF Global Biotech Sponsor LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 5,750,000 Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (bx) following if the consummation of the Business Combination, the last sale closing price of the Company’s Class A Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combinationthe completion of the Company’s Business Combination, and or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares its ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Biotech Acquisition Co), Underwriting Agreement (Biotech Acquisition Co)
Founder Shares. In April 2021June 2019, the Company issued to CCIF Global LLCSRC-NI Holdings, a Delaware limited liability company LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 4,312,500 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (but not including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (Stable Road Acquisition Corp.), Underwriting Agreement (Stable Road Acquisition Corp.)
Founder Shares. In April 2021As a result of a transaction in September 2020, as of the Company issued to CCIF Global date hereof, KludeIn Prime LLC, a Delaware limited liability company (the “Sponsor”), an aggregate holds 4,312,500 shares of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (iii) when the last sale closing price of the shares of Class A Shares common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividendsconsolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Kludein I Acquisition Corp), Underwriting Agreement (Kludein I Acquisition Corp)
Founder Shares. In April 20212020, the Company issued to CCIF Global LLCCFAC Holdings VI, a Delaware limited liability company LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 20,125,000 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2020, the Sponsor returned to the Company, at no cost, an aggregate of 5,750,000 Founder Shares, which were cancelled, and in January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 5,750,000 Founder Shares, which we cancelled resulting in an aggregate of 8,625,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (but not including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (CF Acquisition Corp. VI), Underwriting Agreement (CF Acquisition Corp. VI)
Founder Shares. In April March 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Arbor Rapha Capital LLC (the “"Sponsor”"), for an aggregate consideration of $25,000, 4,312,500 Class B ordinary shares of the Company's Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “"Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”"), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “"Act”"). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last reported sale price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share dividendsstock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders 's stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)
Founder Shares. In April August 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 1,437,500 shares of the Company’s Class B Ordinary Shares, par value $0.0001 per share, which were then transferred to 2TM Holding LP (the “Sponsor”). In January 2022, following changes to the Company’s share capital, the Company issued an additional 287,500 ordinary shares to the Sponsor as fully paid bonus shares for an aggregate purchase price no additional consideration. As of $25,000 December 31, 2021, there were 1,725,000 ordinary shares issued to the Sponsor (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; (bii) following subsequent to the consummation of the a Business Combination, when the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our the initial business combination, and Business Combination; or (ciii) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 12 months (or up to 21 months, if applicable) from the Business Combinationclosing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2019% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private the Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (TMT Acquisition Corp.), Underwriting Agreement (TMT Acquisition Corp.)
Founder Shares. In April March 2021, the Company issued to CCIF Global BEA Holdings, LLC, a Delaware limited liability company (the “Sponsor”)m2 Enterprises Holdings, an aggregate of 4,312,500 Class B ordinary shares of the CompanyLLC and Future Health ESG Associates 1, par value $0.0001 per shareLLC, for an aggregate purchase price consideration of $25,000 (the “Founder Shares,” and together with the Class A Shares25,000, collectively, the “Ordinary Shares”), 4,312,500 shares of Common Stock in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Thereafter, the Company sold an additional 1,437,500 shares of Common Stock (together with the 4,312,500 shares, the “Founder Shares”) for a purchase price of $8,333, resulting in there being an aggregate of 5,750,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Sponsors until the earlier of of: (ai) one year following after the consummation of the an initial Business Combination, Combination and (bii) following subsequent to the consummation of an initial Business Combination (x) such time when the Business Combination, the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the an initial Business Combination on which or (y) the date the Company consummates engages in a transaction involving a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders Public Stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor holders of the Founder Shares will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Future Health ESG Corp.), Underwriting Agreement (Future Health ESG Corp.)
Founder Shares. In April On February 11, 2021, the Company issued to CCIF Global LLCOrion Sponsor Holdings, a Delaware limited liability company LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 7,187,500 Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On February 25, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 shares of Class B ordinary share outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (bx) following if the consummation of the Business Combination, the last sale closing price of the Company’s Class A Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combinationthe completion of the Company’s Business Combination, and or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares its ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Orion Biotech Opportunities Corp.), Underwriting Agreement (Orion Biotech Opportunities Corp.)
Founder Shares. In April 2021May 2020, the Company issued to CCIF Global ACE Convergence Acquisition LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 5,750,000 Class B ordinary shares of the CompanyOrdinary Shares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred an aggregate of 155,000 Founder Shares to other individuals (the Sponsor and such new holders collectively referred to as the “Initial Shareholders”) for the same per share consideration originally paid for such shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; and (bii) following subsequent to the consummation of the a Business Combination, (x) when the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in property (the Insider Letters (as defined below“Lock-Up Period”). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (ACE Convergence Acquisition Corp.), Underwriting Agreement (ACE Convergence Acquisition Corp.)
Founder Shares. In April 2021August 2020, the Company issued to CCIF Global Sarissa Capital Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 5,031,250 Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; and (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Sarissa Capital Acquisition Corp.), Underwriting Agreement (Sarissa Capital Acquisition Corp.)
Founder Shares. In April On March 15, 2021, the Company issued to CCIF Global LLCGenesis Unicorn Capital, a Delaware limited liability company LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares”). On November 19, collectively2021, the “Ordinary Sponsor surrendered 718,750 Founder Shares to the Company for cancellation for no consideration, resulting in the Sponsor and its permitted assignees holding 2,156,250 Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders (as defined below) until the earlier of of: (ai) one year six months following the consummation of the Business Combination, ; and (bii) following subsequent to the consummation of the a Business Combination, (A) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and period; or (cB) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined belowin Section 2.21.1 herein). “Initial Stockholders” means (i) holders of the Founder Shares, and (ii) members of the Sponsor. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Genesis Unicorn Capital Corp.), Underwriting Agreement (Genesis Unicorn Capital Corp.)
Founder Shares. In April 2021, the Company issued to CCIF Global Endurance Antarctica Partners, LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 5,750,000 of the Company’s Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of to occur of: (aA) one year following after the consummation completion of the Company’s Business Combination, ; and (bB) following subsequent to the consummation of the Company’s Business Combination, Combination (x) if the last reported sale price of the Company’s Class A Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-30- trading day period commencing at least 150 days after our initial business combination, and the Company’s Business Combination or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares Class A ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Endurance Acquisition Corp.), Underwriting Agreement (Endurance Acquisition Corp.)
Founder Shares. In April 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Fat Projects SPAC Pte. Ltd. (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B ordinary shares, par value $US$0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Founders Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year six months following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssubdivision, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Fat Projects Acquisition Corp), Underwriting Agreement (Fat Projects Acquisition Corp)
Founder Shares. In April On March 1, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Tsangs Group Holdings Limited (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share) and certain other founders, for an aggregate purchase price consideration of $25,000 25,000, 2,889,149 shares of Common Stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or other founders until the earlier of of: (ai) one year six months following the consummation of the Business Combination, ; (bii) following the consummation of subsequent to the Business Combination, (x) if the last sale price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combinationthe Business Combination, and or (cy) (iii) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which after the Business Combination, that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: TG Venture Acquisition Corp., TG Venture Acquisition Corp.
Founder Shares. In April 2021On May 25, the Company 2023, 1,437,500 Ordinary Shares were issued to CCIF Global LLC, a Delaware limited liability company Aimei Investment Ltd (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 ) pursuant to a securities subscription agreement (the “Founder Shares,”). Subsequently, on May 25, 2023, an aggregate of 152,000 of the Founder Shares were transferred to directors of the company (the “Independent Directors” and and, together with the Class A Shares, collectivelySponsor, the “Ordinary SharesInitial Shareholders”). On October 20, in a private placement exempt from registration under Section 4(a)(2) 2023, the Company capitalized an amount equal to $28.75 standing to the credit of the Securities Act share premium account and appropriated such sum and applied it on behalf of 1933the Sponsor towards paying up in full (as to the full par value of US$0.0001 per founder share) 287,500 unissued ordinary shares of $0.0001 par value and allotted such shares credited as fully paid to the Sponsor, as amended (resulting in 1,725,000 shares being issued and outstanding. Such ordinary shares includes an aggregate of up to 225,000 shares subject to forfeiture by the “Act”)Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until six months after the earlier date of (a) one year following the consummation of the a Business CombinationCombination or earlier if, (b) following the consummation of the subsequent to a Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the ProspectusOption (excluding any Representative Shares).
Appears in 2 contracts
Samples: Underwriting Agreement (Aimei Health Technology Co., Ltd.), Underwriting Agreement (Aimei Health Technology Co., Ltd.)
Founder Shares. In On April 202119, 2024, EQV Ventures Sponsor LLC, the Company issued to CCIF Global LLC, a Delaware limited liability company Company’s Sponsor (the “Sponsor”), purchased from the Company an aggregate of 4,312,500 10,062,500 Class B ordinary shares of (the Company, par value $0.0001 per share“Sponsor Class B Ordinary Shares”), for an aggregate purchase price consideration of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”)25,000, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. On May 22, 2024, the Company issued 40,000 Ordinary Shares to each of its non-executive director nominees (an aggregate of 160,000 Ordinary Shares) (the “Director Class A Shares” and, together with the Sponsor Class B Ordinary Shares, the “Founder Shares”). The holders of the Founders Shares are referred to herein as the “Initial Shareholders”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except Pursuant to that certain Insider Letter (as defined below), the Initial Shareholders have agreed that, except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until the earlier of: (i) twelve months following the consummation of the Business Combination; (aii) one year six months following the consummation of the Business Combination, (bx) following if the consummation of the Business Combination, the last sale closing price of the Class A Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of a Business Combination; or (iii) subsequent to the consummation of a Business Combination Combination, the date on which the Company consummates completes a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject Pursuant to restrictions on transfer as set forth in that certain Insider Letter, the Insider Letters (as defined below). The holders of Founder Shares shall Initial Shareholders have agreed that they will have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall Initial Shareholders have agreed that they will not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, pursuant to that certain Insider Letter, the Sponsor will be required Initial Shareholders have agreed to forfeit such number of Founder Shares (up to 1,312,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (excluding the Private Placement Shares will automatically convert into Class A Shares concurrently with (as defined below) and any public shares purchased by the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the ProspectusInitial Shareholders).
Appears in 2 contracts
Samples: Underwriting Agreement (EQV Ventures Acquisition Corp.), Underwriting Agreement (EQV Ventures Acquisition Corp.)
Founder Shares. In On April 17, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Innovative International Sponsor I LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 7,187,500 of the Company’s Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In September 2021, the Company effected a dividend of approximately 1.12 shares for each outstanding Class B ordinary share, resulting in there being an aggregate of 8,050,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Sponsor, until the earlier of (a) one year following after the consummation of the Company’s initial Business Combination and (b) subsequent to the Company’s initial Business Combination, (bx) following the consummation of date on which the Business CombinationCompany completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property or (y) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below)initial Business Combination. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,050,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20approximately 25% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (Innovative International Acquisition Corp.), Underwriting Agreement (Innovative International Acquisition Corp.)
Founder Shares. In April 2021September 2018, the Company issued to CCIF Global LLC, a Delaware limited liability company GX Sponsor LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 8,625,000 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In April 2019, the Sponsor forfeited 1,437,500 Founder Shares, leaving it with an aggregate of 7,187,500 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (GX Acquisition Corp.), Underwriting Agreement (GX Acquisition Corp.)
Founder Shares. In April January 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Aldel Investors LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, ) and FG SPAC Partners LP (“FG”) for an aggregate purchase price consideration of $25,000 25,000, 5,750,000 shares of its common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In January 2021, the Sponsor transferred an aggregate of 175,000 Founder Shares to members of the Company’s management and board of directors (such individuals, together with the Sponsor, are referred to herein as the “initial stockholders”). Except as described in the Registration Statement, none of the Founder Shares may not be sold, assigned or transferred by the Sponsor initial stockholders until (x) with respect to 50% of the Founder Shares, the earlier of of: (ai) one year following twelve months after the consummation of the Business Combination, ; or (bii) following the consummation of date on which the Business Combination, the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination; and (y) with respect to the remaining 50% of the Founder Shares, twelve months after the consummation of the Business Combination, provided that all of the Founder Shares may be sold, assigned or transferred on the date following a Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required and FG have agreed to forfeit on a pro-rata basis such number of Founder Shares (up to an aggregate of 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with Option (excluding the consummation shares of Common Stock underlying the Business Combination on a one-for-one basis, subject to adjustment as described in the ProspectusRepresentative’s Units).
Appears in 2 contracts
Samples: Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.)
Founder Shares. In April On December 8, 2021, the Company issued an aggregate of 6,870,130 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 to CCIF Global SLG SPAC Fund LLC, a Delaware limited liability company (the “Sponsor”). On April 1, an aggregate 2022, the Sponsor transferred a total of 4,312,500 Class B ordinary shares 850,000 Founder Shares to certain of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” ’s officers and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)directors. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (aA) one (1) year following the consummation completion of the Company’s Business Combination and (B) subsequent to the completion of the Company’s Business Combination, (bx) following if the consummation of the Business Combination, the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 11.50 per share (as adjusted for share subdivisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combinationthe Company’s Business Combination, and or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 448,052 Founder Shares) such that the Founder Shares then outstanding will comprise 2023.0% of the issued and outstanding Ordinary Public Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Additionally, up to 3,435,065 Founder Shares will automatically convert into Class A Shares concurrently with are subject to forfeiture immediately prior to the consummation closing of the Company’s Business Combination Combination, depending on a one-for-one basis, subject to adjustment the amount of the proceeds received under the Forward Purchase Agreement (as described defined in Section 2.21.3 hereof) or in the Prospectusevent of our liquidation and subsequent dissolution.
Appears in 2 contracts
Samples: Warrant Agreement (Spark I Acquisition Corp), Warrant Agreement (Spark I Acquisition Corp)
Founder Shares. In April 2021On May 17, 2022, the Company issued 2,875,000 Class B Ordinary Shares, par value $0.0001 per share (the “Founder Shares”) to CCIF Global LLC, a Delaware limited liability company Mehana Capital LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary shares of $25,000 and on December 22, 2022, the Company, par value $0.0001 per share, Company issued an additional 2,060,622 Founder Shares to the Sponsor for an aggregate purchase price of $25,000 (206. As such, as of December 22, 2022, the “Sponsor holds an aggregate of 4,935,622 Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) 643,777 of the Securities Act of 1933, as amended (the “Act”)which are subject to forfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until (i) six months after the earlier date of (a) one year following the consummation of a Business Combination, or (ii) subsequent to the completion of the initial Business Combination, (by) following the consummation of date on which the Business Combination, the last sale closing price of the Class A Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the initial Business Combination on which Combination, or (z) earlier, if the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the Business Combinationtime frame provided in the Prospectus (as defined below). The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 643,777 Founder Shares) such that the Founder Shares then outstanding will comprise 2030% of the issued and outstanding Ordinary shares of the Company (excluding (i) any shares included in the Placement Units (as defined below) and (ii) any Representative Shares (but not including any Private Placement Securities (as defined below), and assuming the Sponsor does not purchase any Units in this Offering) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Pono Capital Three, Inc.), Underwriting Agreement (Pono Capital Three, Inc.)
Founder Shares. In April June 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Rose Hill Sponsor LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 5,031,250 of the Company’s Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (bx) following if the consummation of the Business Combination, the last sale closing price of the Company’s Class A Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combinationthe completion of the Company’s Business Combination, and or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares its ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.9% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Rose Hill Acquisition Corp), Underwriting Agreement (Rose Hill Acquisition Corp)
Founder Shares. In April 2021On August 22, 2022, the Company issued to CCIF Global LLC, a Delaware limited liability company FPA Energy Sponsors LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary 3,751,875 shares of common stock of the Company, par value Company for $0.0001 0.007 per share, for an aggregate purchase price of share and $25,000 in the aggregate (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In April 2023, the Sponsor surrendered 876,875 Founder Shares to the Company for cancellation in connection with a reduction in the number of Units being offered in the Offering. The Sponsor owns 2,875,000 Founder shares, of which up to 375,000 Founder Shares are subject to forfeiture if the Over-allotment option is not exercised in full. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (a) one year following the consummation of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”), (b) following the consummation of the Business Combination, the last sale price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholder’s having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of Common Stock (but not including any Private Placement Securities Warrants (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Fpa Energy Acquisition Corp.), Fpa Energy Acquisition Corp.
Founder Shares. In April December 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company ESH Sponsor LLC (the “Sponsor”), an aggregate of 4,312,500 8,625,500 shares of Class B ordinary shares common stock of the Company, par value Company for $0.0001 0.003 per share, for an aggregate purchase price of share and $25,000 in the aggregate (the “Founder Shares,” and and, together with the Class A Shares, collectivelyCommon Stock, the “Ordinary SharesCommon Stock”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On May 8, 2023, the Sponsor surrendered an aggregate of 5,750,000 shares of its Founder Shares for no consideration, which were cancelled, resulting in the initial stockholders of the Company holding an aggregate of 2,875,000 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (a) one year following the consummation of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”), (b) following the consummation of the Business Combination, the last sale price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combinationthe Business Combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholder’s having the right to exchange their Ordinary Shares shares of Class A Common Stock for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of Common Stock (but not including any Private Placement Securities Warrants (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into shares of Class A Shares Common Stock concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (ESH Acquisition Corp.), Underwriting Agreement (ESH Acquisition Corp.)
Founder Shares. In April 2021August 2020, the Company issued to CCIF Kingswood Global LLC, a Delaware limited liability company Sponsor LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 4,312,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In both October and November 2020, the Sponsor surrendered on aggregate of 1,437,500 shares of the Company’s Class B Common Stock, par value $0.0001 per share for no consideration, and, as a result, the Sponsor owns 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founders Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Kingswood Acquisition Corp.), Underwriting Agreement (Kingswood Acquisition Corp.)
Founder Shares. In April 2021June 2020, the Company issued to CCIF Global LLCBreeze Sponsor, a Delaware limited liability company LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the CompanyCommon Stock (after giving effect to a stock split on July 15, 2020), par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ax) one year following the consummation of the Business Combination, ; or (b) following the consummation of the Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (cy) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Breeze Holdings Acquisition Corp.), Underwriting Agreement (Breeze Holdings Acquisition Corp.)
Founder Shares. In April 2021July 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company AHAC Sponsor LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In July 2020, the Sponsor transferred 25,000 Founder Shares to each of Xxxxxxxx X. Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxx X. Xxxxxxxx and Xxxxx Xxx (together with the Sponsor, the “Initial Stockholders”) resulting in the Sponsor holding 2,775,000 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Alpha Healthcare Acquisition Corp.), Underwriting Agreement (Alpha Healthcare Acquisition Corp.)
Founder Shares. In April 2021August 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company OPY Acquisition LLC I (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of: (i) six months after completion of (a) the Business Combination with respect to 50% of the Founder Shares with the remainder on the one year following anniversary of the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates completes a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Opy Acquisition Corp. I), Underwriting Agreement (Opy Acquisition Corp. I)
Founder Shares. In April 2021June 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company E.Merge Technology Sponsor LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 10,062,500 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In July 2020, the Company effected a 0.428571 for 1 stock dividend resulting in the Sponsor holding 14,375,000 Founders Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,875,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (but not including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (E.Merge Technology Acquisition Corp.), Underwriting Agreement (E.Merge Technology Acquisition Corp.)
Founder Shares. In April November 2021, the Company issued to CCIF Global Xxxxx Circle Sponsor I, LLC, a Delaware limited liability company (and together with Xxxxx Circle Advisors I, LLC, a Delaware limited liability company, the “Sponsor”), an aggregate . paid certain offering costs of 4,312,500 the Company totaling $25,000 in exchange for 8,663,333 Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discountsIn November 2021, commissions, or placement fees have been or will be payable in connection with the purchase of Company effected a share capitalization pursuant to which the Company issued an additional 84,334 Founder Shares; in January 2022, the Company effected a share capitalization pursuant to which the Company issued an additional 10,000 Founder Shares; in March 2023, the Sponsor surrendered to the Company for no consideration 4,362,167 Founder Shares; in May 2024, the Company effected a share capitalization pursuant to which the Company issued an additional 3,471,167 Founder Shares; and in September 2024, the Company effected a share capitalization pursuant to which the Company issued an additional 38,333 Found Shares, resulting in an aggregate of 7,905,000 Founder Shares outstanding. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s officers and independent directors until the earlier of of: (aA) one year following after the consummation completion of the initial Business Combination and (B) subsequent to the Business Combination, (bx) following if the consummation of the Business Combination, the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our the initial business combinationBusiness Combination, and or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Public Shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the their Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,005,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the ProspectusOption (excluding any Placement Shares).
Appears in 2 contracts
Samples: Underwriting Agreement (Cohen Circle Acquisition Corp. I), Underwriting Agreement (Cohen Circle Acquisition Corp. I)
Founder Shares. In April February 2021, the Company issued to CCIF Global LLCBannix Management LLP, a Delaware limited liability company Sxxxxx Xxxxxxxxx and Sxxxx Xxx (the collectively, “SponsorFounders”), an aggregate of 4,312,500 Class B ordinary 2,875,000 shares of Common Stock for $0.01 per share and $28,750 in the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). As of the date of the Agreement, 1,437,500 Founder Shares remain outstanding, and the rest have been bought back by the Company. On or prior to the Closing, the “anchor investors” (as defined in the Prospectus (as defined below), collectively “Anchor Investors”) shall purchase 525,000 Founders Shares pursuant to the Purchase Agreement (as defined below) and as further described in the Registration Statement. Simultaneously with the Option Closing (if applicable), certain Anchor Investors will purchase from the Founders pursuant to the Purchase Agreement, up to an additional 50,000 Founder Shares in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Founders, the Anchor Investors or the Representative (collectively, “Initial Stockholders”) until the earlier of (a) one year following the consummation of the Business Combination, (b) following the consummation of the Business Combinationbusiness combination, the last sale price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination initial business combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor Founders will be required to forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of Common Stock (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Founder Shares. In April August 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 1,437,500 shares of the Company’s Class B Ordinary Shares, par value $0.0001 per share, which were then transferred to 2TM Holding LP (the “Sponsor”). In January 2022, following changes to the Company’s share capital, the Company issued an additional 287,500 ordinary shares to the Sponsor as fully paid bonus shares for an aggregate purchase price no additional consideration. As of $25,000 December 31, 2021, there were 1,725,000 ordinary shares issued to the Sponsor (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; (bii) following subsequent to the consummation of the a Business Combination, when the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our the initial business combination, and Business Combination; or (ciii) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 12 months (or up to 21 months, if applicable) from the Business Combinationclosing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities the Representative Shares (as defined below)) or any Ordinary Shares issuable upon exercise of the Placement Warrants) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (TMT Acquisition Corp.), Underwriting Agreement (TMT Acquisition Corp.)
Founder Shares. In April 2021November 2020, the Company issued to CCIF Global LLCXxxxxx XX Holdings, a Delaware limited liability company LLC (the “Sponsor”), an aggregate for a purchase price of 4,312,500 $25,000, 14,375,000 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 Company (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of the Founder Shares. On June 9, 2023 and February 21, 2024, the Sponsor surrendered, for no consideration, 7,906,250 and 3,593,750 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 14,375,000 Founder Shares to 2,875,000 Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities (the “Business Combination”); or (ii) subsequent to the consummation of a Business Combination, (bx) following when the consummation of the Business Combination, the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such a number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the ProspectusOption (but not including any Placement Shares).
Appears in 2 contracts
Samples: Underwriting Agreement (Cantor Equity Partners, Inc.), Underwriting Agreement (Cantor Equity Partners, Inc.)
Founder Shares. In April 2021On February 21, the Company issued to CCIF Global LLC2024, a Delaware limited liability company our sponsor, Launch One Sponsor, LLC (the “Sponsor”), paid $25,000 to subscribe for an aggregate of 4,312,500 5,750,000 Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by Sponsor or the Sponsor Company’s independent directors until the earlier of to occur of: (aA) one year following after the consummation completion of the Company’s Business Combination, ; and (bB) following subsequent to the consummation of the Company’s Business Combination, Combination (x) if the last reported sale price of the Company’s Class A Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and the Company’s Business Combination or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares Class A ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2020.0% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Launch One Acquisition Corp.), Underwriting Agreement (Launch One Acquisition Corp.)
Founder Shares. In April 2021, the The Company issued 1,725,000 shares of Common Stock (the “Founder Shares”) to CCIF Global LLC, a Delaware limited liability company Yocto Investment LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 (the “Founder Shares,” and together with the Class A Shares25,000, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act which 225,000 of 1933, as amended (the “Act”)which were subject to forfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until (x) with respect to 50% of the Founder Shares, the earlier of (a) one year following six months after the date of the consummation of the initial Business Combination, (b) following Combination and the consummation of date on which the Business Combination, the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 12.50 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the initial Business Combination on which and, (y) with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of the initial Business Combination, or earlier in each case if, subsequent to the initial Business Combination, the Company consummates complete a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s public shareholders its stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the Business Combinationtime frame provided in the Prospectus (as defined below). The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including excluding any Private shares included in the Placement Securities Units (as defined below)) and assuming the Sponsor does not purchase any Units in this Offering) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Quetta Acquisition Corp), Underwriting Agreement (Quetta Acquisition Corp)
Founder Shares. In April 2021November 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company Arrowroot Acquisition LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $30,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In December 2020, the Company effectuated a 5-for-4 stock split resulting in 7,187,500 Founder Shares outstanding. In addition, in January 2021, the Sponsor transferred 40,000 founder shares to each of Xxxxx Xxxx, Will Xxxxxx and Xxxxxx Xxxxxxx (the “Initial Stockholders”) (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Initial Stockholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share dividendsstock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock share exchange or other similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Arrowroot Acquisition Corp.), Underwriting Agreement (Arrowroot Acquisition Corp.)
Founder Shares. In April October 2021, the Company issued an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 to CCIF Global CGC II Sponsor LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Companyand CGC II Sponsor DirectorCo LLC, par value $0.0001 per share, for an aggregate purchase price of $25,000 a Cayman Islands limited liability company (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “ActDirectorCo”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by either the Sponsor or DirectorCo until the earlier of of: (ai) one year following the consummation completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (bx) following if the consummation of the Business Combination, the last sale closing price of the Company’s Class A Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combinationthe completion of the Company’s Business Combination, and or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares its ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Cartesian Growth Corp II), Underwriting Agreement (Cartesian Growth Corp II)
Founder Shares. In April 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Soul Venture Partners LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,587,500 shares of the Company’s Common Stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Founders Shares,” ”, and together with the Class A Shares, collectivelyholders of Founders Shares prior to the Offering, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “ActInitial Stockholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year 180 days following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 15 months (or up to 21 months, if applicable, as described in the Business CombinationRegistration Statement) from the Effective Date. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 337,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Shares (as defined below) or any Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Inception Growth Acquisition LTD), Inception Growth Acquisition LTD
Founder Shares. In April 2021July 2019, the Company issued to CCIF Global LLC, a Delaware limited liability company HC PropTech Partners I LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 3,881,250 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2019, the Company effected a stock dividend resulting in there being an aggregate of 4,312,500 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (PropTech Acquisition Corp), Underwriting Agreement (PropTech Acquisition Corp)
Founder Shares. In April 2021December 2018, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, Xxxx Xxxxxxxxxx for an aggregate purchase price consideration of $25,000 25,000, 4,312,500 Ordinary Shares (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2019, the Company effectuated a share capitalization pursuant to which the Company issued an additional 718,750 Ordinary Shares, resulting in there being an aggregate of 5,031,250 Founder Shares outstanding. In August 2019, Xx. Xxxxxxxxxx transferred the Founder Shares to other individuals and entities (such new holders collectively referred to as the “Initial Shareholders”) for the same per share consideration originally paid for such shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares shares for cash, securities, or other propertyproperty (the “Escrow Period”). The Founder Shares shall be subject held in escrow pursuant to restrictions on transfer as set forth in the Insider Letters Escrow Agreement (as defined below)in Section 2.21.6) during the Escrow Period. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, certain of the Sponsor Initial Shareholders will be required to forfeit such number of Founder Shares (up to 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Union Acquisition Corp. II), Underwriting Agreement (Union Acquisition Corp. II)
Founder Shares. In April March 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Newcourt SPAC Sponsor LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 5,912,500 of the Company’s Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In September 2021, the Company effected a dividend of approximately 1.017 shares for each outstanding Class B ordinary share, resulting in there being an aggregate of 6,015,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Sponsor, until the earlier of (a) one year following after the consummation of the Company’s initial Business Combination and (b) subsequent to the Company’s initial Business Combination, (bx) following the consummation of date on which the Business CombinationCompany completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property or (y) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below)initial Business Combination. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 765,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (Newcourt Acquisition Corp), Underwriting Agreement (Newcourt Acquisition Corp)
Founder Shares. In April February 2021, the Company issued to CCIF Global LLCRiverview Sponsor Partners, a Delaware limited liability company LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 5,750,000 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In April 2021, the Company effected a stock dividend of 1,437,500 shares of Class B Common Stock, resulting in 7,187,500 shares of Class B Common Stock outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Riverview Acquisition Corp.), Underwriting Agreement (Riverview Acquisition Corp.)
Founder Shares. In April On March 8, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Revofast LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Founders Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; (bii) following subsequent to the consummation of the a Business Combination, when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our the initial business combination, and Business Combination; or (ciii) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 12 months (or up to 18 months, if applicable) from the Business Combinationclosing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities the Representative Shares (as defined below)) or any shares of Common Stock issuable upon exercise of the Placement Warrants) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Fintech Ecosystem Development Corp.), Underwriting Agreement (Fintech Ecosystem Development Corp.)
Founder Shares. In April 2021On March 4, 2024, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 2,875,000 Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in for a private placement exempt from registration under Section 4(a)(2) total subscription price of $25,000 to Chenghe Investment II Limited, a Cayman Islands limited liability company (“Sponsor”). The Sponsor subsequently transferred an aggregate of 90,000 Founder Shares to three independent directors and Chairman of the Securities Act advisory board of 1933, as amended (the “Act”)Company for no consideration. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (aA) one year six (6) months following the consummation completion of the Company’s Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange its ordinary shares for cash, securities or other property. Notwithstanding the foregoing, the Founder Shares (or Ordinary Shares issuable upon conversion thereof) will be released from the lock-up if, subsequent to the completion of the Company’s Business Combination, (b) following if the consummation of the Business Combination, the last sale closing price of the Class A Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all completion of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below)Business Combination. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Chenghe Acquisition II Co.), Underwriting Agreement (Chenghe Acquisition II Co.)
Founder Shares. In April 2021December 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company Tribe Arrow Holdings I LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 5,750,000 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On February 24, 2021, the Company effected a stock dividend of 0.2 Founder Shares for each outstanding Founder Share, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 900,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Tribe Capital Growth Corp I), Underwriting Agreement (Tribe Capital Growth Corp I)
Founder Shares. In April On February 10, 2021, the Company issued to CCIF Global HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 purchased 7,187,500 Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On January 5, 2022, the Company effected a share capitalization in which the Sponsor was issued an additional 2,875,000 Class B ordinary shares so that the Sponsor owned an aggregate of 10,062,500 Founder Shares. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Sponsor Initial Shareholders until the earlier of of: (ai) one year following the consummation completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (bx) following if the consummation of the Business Combination, the last sale closing price of the Company’s Class A Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisionssub-divisions, share dividendscapitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combinationthe completion of the Company’s Business Combination, and or (cy) the date following the consummation of the Business Combination on which the Company consummates completes a liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s public shareholders Public Shareholders having the right to exchange their Ordinary Shares its ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (HCM Acquisition Corp), Underwriting Agreement (HCM Acquisition Corp)
Founder Shares. In April On August 17, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Blockchain Sponsor LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of common stock of the Company, par value Company for $0.0001 0.006 per share, for an aggregate purchase price of share and $25,000 in the aggregate (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (a) one year following the consummation of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”), (b) following the consummation of the Business Combinationbusiness combination, the last sale price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination initial business combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholder’s having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of Common Stock (but not including any Private Placement Securities Warrants (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares shares of Common Stock concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Blockchain Acquisition Corp.), Underwriting Agreement (Global Blockchain Acquisition Corp.)
Founder Shares. In April May 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Aetherium Capital Holdings LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of to occur of: (aA) one year following after the completion of the Company’s initial Business Combination and (B) subsequent to the consummation of the a Business Combination, (bx) following if the consummation of the Business Combination, the reported last sale price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination, or (y) the date on which the Company consummates completes a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Aetherium Acquisition Corp), Underwriting Agreement (Aetherium Acquisition Corp)
Founder Shares. In April 2021July 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company IG Sponsor LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 8,625,000 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (IG Acquisition Corp.), Underwriting Agreement (IG Acquisition Corp.)
Founder Shares. In April 2021October 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company Epiphany Technology Sponsor LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 10,062,500 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,312,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (but not including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (Epiphany Technology Acquisition Corp.), Underwriting Agreement (Epiphany Technology Acquisition Corp.)
Founder Shares. In April 2021August 2020, the Company issued to CCIF Kingswood Global LLC, a Delaware limited liability company Sponsor LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 4,312,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2020, the Sponsor surrendered 718,750 shares of the Company’s Class B Common Stock, par value $0.0001 per share for no consideration, and, as a result, the Sponsor owns 3,593,750 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founders Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Kingswood Acquisition Corp.)
Founder Shares. In April 2021June 2019, the Company issued to CCIF Global LLC, a Delaware limited liability company Apex Technology Sponsor LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 7,187,500 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2019 and September 2019, the Company effectuated dividends resulting in there being an aggregate of 8,768,750 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,143,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (but not including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 1 contract
Samples: Underwriting Agreement (Apex Technology Acquisition Corp)
Founder Shares. In April 2021, the Company issued to CCIF Global LLCNorthview Sponsor I, a Delaware limited liability company LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 5,175,000 shares Common Stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2021, the Sponsor forfeited 862,500 Founder Shares for no consideration. On December __, 2021, the Company effected a 1.1 for 1 dividend, resulting in the Sponsor holding an aggregate of 4,743,750 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of of: (ax) one year following the consummation of the Business Combination, ; or (b) following the consummation of the Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (cy) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 618,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Representative’s Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (NorthView Acquisition Corp)
Founder Shares. In April 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (a) one year following the consummation of the Business Combination, (b) following the consummation of the Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 1 contract
Founder Shares. In On April 20, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Wuren Fubao Inc. (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 1,437,500 Ordinary Shares (the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares,Shares to the independent directors of the Company (the “Independent Directors” and and, together with the Class A Shares, collectivelySponsor, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “ActInitial Shareholders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until the earlier of (a) one year following after the date of the consummation of the a Business CombinationCombination or earlier if, (b) following the consummation of the subsequent to a Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Embrace Change Acquisition Corp.)
Founder Shares. In April 2021August 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company Altitude Acquisition Holdco LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In November 2020, the Sponsor surrendered 1,437,500 Founder Shares back to the Company for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock outstanding. On December 8, 2020, the Company effected a share capitalization of 316,250 shares, resulting in an aggregate of 7,503,750 shares of Class B common stock outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share dividendsstock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 978,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Altitude Acquisition Corp.)
Founder Shares. In April 2021January 2020, the Company issued to CCIF Global LLCCFAC Holdings IV, a Delaware limited liability company LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 11,500,000 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 23, 2020, the Company effectuated a 1.25-for-1 stock split. In November 2020, the Sponsor forfeited to the Company, at no cost, an aggregate of 2,875,000 Founder Shares and in December 2020, the Company effected a stock dividend of 0.125 shares for each share outstanding, resulting in there being an aggregate of 12,937,500 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,687,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (but not including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 1 contract
Founder Shares. In April On June 25, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Super Plus Management LLC (the “Sponsor”), for an aggregate consideration of $25,000, an aggregate of 4,312,500 Class B ordinary 1,437,500 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Founders Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholders until the earlier of (a) one year six months following the consummation of the Business Combination, Combination and (b) following when the consummation of the Business Combination, the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 12.50 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our the initial business combinationBusiness Combination, and (c) the date following the consummation of the Business Combination on which or earlier, if the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within 12 months (or up to 21 months, if applicable) from the Business CombinationEffective Date. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor Sponsors will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private shares of Common Stock issuable upon exercise of the Placement Securities (as defined below)Warrants) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Super Plus Acquisition Corp)
Founder Shares. In April March 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Intelligent Medicine Sponsor LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2021, the Sponsor transferred an aggregate of 275,000 Founder Shares to certain of the Company’s directors and advisors or entities controlled by such directors or advisors. The 275,000 Founder Shares held by directors or advisors (or by entities controlled by such directors or advisors) are not subject to forfeiture in the event the Over-allotment Option is not exercised. Subsequently, in September 2021, the Sponsor forfeited an aggregate of 1,437,500 of the Founder Shares for no consideration, resulting in the Sponsor and such directors and advisors (or entities controlled by such directors and advisors) holding an aggregate of 4,312,500 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share dividendsstock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Intelligent Medicine Acquisition Corp.)
Founder Shares. In April February 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company 10X Capital SPAC Sponsor III LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 $25,000, 11,672,500 of the Company’s Class B ordinary shares of the Companyshares, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) (x) with respect to one-third of (a) one year following the such shares, until consummation of the Company’s initial Business Combination, (by) following with respect to one-third of such shares, until the consummation of the Business Combination, the last sale closing price of the Class A Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Company’s initial Business Combination, and (z) with respect to one-third of such shares, until the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial Business Combination and (ii) the date on which the Company consummates completes a liquidation, merger, capital stock exchange or other similar transaction which after the Company’s initial Business Combination that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,250,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
Appears in 1 contract
Samples: Underwriting Agreement (10X Capital Venture Acquisition Corp. III)
Founder Shares. In April On October 8, 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company FutureTech II Partners LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Founders Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Stockholder until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days six months after our initial business combination, and (c) the date following the consummation of the Business Combination or (y) or the date on which the Company consummates complete a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares of common stock for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within twelve (12) months (or up to eighteen (18) months, if applicable) from the Business Combinationclosing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Future Tech II Acquisition Corp.)
Founder Shares. In April 2021July 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company Dune Acquisition Holdings LLC (the “Sponsor”), for an aggregate consideration of 4,312,500 Class B ordinary $25,000, 3,737,500 shares of the Company’s Class B common stock, par value $0.0001 per share, for an aggregate purchase price of $25,000 share (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In December 2020, the Company effected a dividend of [0.153846153846154] shares for each share outstanding, resulting in there being an aggregate of 4,312,500 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionsstock splits, share dividendsstock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
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Founder Shares. In April July 2021, the Company issued to CCIF Global Consilium Acquisition Sponsor I, LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), an aggregate of purchased from the Company 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), for an aggregate consideration of $25,000, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (aA) one year following the consummation of the Business Combination, ; or (bB) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividendsconsolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates completes a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The None of the Founder Shares will automatically convert into Class A Shares concurrently with transferred to the consummation of the Business Combination on a one-for-one basis, Company’s independent directors shall be subject to adjustment as described forfeiture in the Prospectusevent the Underwriters’ over-allotment option is not exercised.
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Samples: Underwriting Agreement (Consilium Acquisition Corp I, Ltd.)
Founder Shares. In April March 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company Banyan Acquisition Sponsor LLC (the “Sponsor”), an aggregate ) purchased 8,625,000 shares of 4,312,500 Class B ordinary shares of the Companycommon stock, $0.0001 par value $0.0001 per share, for an aggregate purchase price of $25,000 the Company (the “Founder Shares,” and together with the Class A Shares, collectively”). Subsequently, the “Ordinary Shares”)Sponsor transferred 142,500 Founder Shares to the Company’s independent directors, in a private placement exempt from registration under Section 4(a)(2) of executive officers, special advisor and other third parties. On November 30, 2021, the Securities Act of 1933Sponsor voluntarily forfeited certain Founder Shares such that the Sponsor and the Company’s independent directors, executive officers, special advisor and other third parties collectively held, as amended (of that date, 6,900,000 Founder Shares. On January 19, 2022, the “Act”)Company effectuated a stock split, such that the Sponsor and the Company’s independent directors, executive officers, special advisor and other third parties collectively held, as of that date, 7,245,000 Founder Shares. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) the last sale date on which the closing price of the shares of Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionsconsolidations, share dividendssplits, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 945,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2023% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
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Founder Shares. In April On February 18, 2021, the Company issued to CCIF Global LLCShiftPixy Investments, a Delaware limited liability company Inc. (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 14,375,000founder shares (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act Act. On April 22, 2021, the Sponsor sold an aggregate of 19334,000,000 Founder Shares, as amended (of which 521,739 will be forfeited depending on the “Act”)extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option, to the Representative at a purchase price of approximately $0.002 per share, resulting in the Sponsor holding 10,375,000 Founder Shares, of which 1,353,261 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (a) one year following the consummation of the Business Combination, (b) following the consummation of the Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required and the Representative have agreed to forfeit such number of Founder Shares (up to 1,875,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
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Samples: Underwriting Agreement (Firemark Global Capital, Inc.)
Founder Shares. In April 2021As a result of several transactions commencing in December 2020, the Company issued to CCIF Global LLC, a Delaware limited liability company Bet on America LLC (the “Sponsor”), ) held 4,881,250 shares of Class B common stock and certain director nominees and advisors of the Company hold an aggregate of 4,312,500 150,000 shares of Class B ordinary shares of the Companycommon stock (collectively, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.
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Founder Shares. In April 2021On July 4, 2023, 1,437,500 Ordinary Shares (the Company “Founder Shares”) were issued to CCIF Global LLC, a Delaware limited liability company TechyBird LLC (the “Sponsor”), an aggregate along with any other holders of 4,312,500 Class B ordinary shares Founder Shares prior to the commencement of the Company, par value $0.0001 per share, for an aggregate purchase price sales of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectivelythis offering, the “Ordinary SharesInitial Shareholders”), in ) pursuant to a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)securities subscription agreement. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor Initial Shareholders until six months after the earlier date of (a) one year following the consummation of the a Business CombinationCombination or earlier if, (b) following the consummation of the subsequent to a Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined belowin Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares shares of the Company (but not including any Private Placement Securities Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the ProspectusOption (excluding any Representative Shares).
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Samples: Underwriting Agreement (TechyBird Acquisition Corp.)
Founder Shares. In April 2021July 2020, the Company issued to CCIF Global LLCCFAC Holdings VIII, a Delaware limited liability company LLC (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price consideration of $25,000 25,000, 5,750,000 shares of Class B common stock (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On March 11, 2021, the Company effectuated a 1.1-for-1 stock split, resulting in an aggregate of 6,325,000 Founder Shares being outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of of: (ai) one year following the consummation of the Business Combination, ; or (bii) following subsequent to the consummation of the a Business Combination, (x) when the last sale closing price of the Class A Shares equals or Common Stock exceeds $12.00 per share (as adjusted for share subdivisionssplits, share dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination Combination; or (y) the date on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders stockholders having the right to exchange their Ordinary Shares shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 825,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Option (but not including any Placement Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus(defined below)).
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