Founder Shares. On April 20, 2021, the Company issued to Wuren Fubao Inc. (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders until six months after the date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
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. On April 20, In May 2021, the Company issued to Wuren Fubao Inc. Aetherium Capital Holdings LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend of 0.50 2,875,000 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Company’s Class B common stock, par value $0.0001 per share (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersFounder 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 Initial Shareholders Stockholders until the earlier to occur of: (A) six months after the date completion of the Company’s initial Business Combination and (B) subsequent to the consummation of a Business Combination Combination, (x) if the reported last sale price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to a stock dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the consummation of the Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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. 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 3 contracts
Samples: Underwriting Agreement (Aetherium Acquisition Corp), Underwriting Agreement (Aetherium Acquisition Corp), Underwriting Agreement (Aetherium Acquisition Corp)
Founder Shares. On April 20, 2021In March 2024, the Company issued to Wuren Fubao Inc. an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $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 (collectively, the “Founders Founder Shares”). The , for a total subscription price of $25,000 to M3-Brigade Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company V LLC, a Delaware limited liability company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”). 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 Initial Shareholders Sponsor until six months the earlier of: (i) one year after the date of the consummation of a Business Combination Closing or earlier if, subsequent to a Business Combination, (ii) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which after the Business Combination Closing that results in all of the Company’s shareholders having the right to exchange their ordinary Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if (1) the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination Closing or (2) if we consummate a transaction after the Business Combination Closing which results in the Company’s shareholders having the right to exchange their shares for cash, 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 in Section 2.21.1 herein)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 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 281,250 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 2020.0% of the issued and outstanding shares of the Company (but not including any Placement Ordinary Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
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. On April 20March 4, 2021, the Company issued to Wuren Fubao Inc. Yntegra Capital Investments, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 243,593,750 shares of the Company’s Class B Common Stock, 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 par value $0.0001 per share (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Stockholder until the earlier of: (i) six months after following the date consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination Combination, when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combination, ; or (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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. 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 281,250 468,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 3 contracts
Samples: Underwriting Agreement (Clover Leaf Capital Corp.), Underwriting Agreement (Clover Leaf Capital Corp.), Underwriting Agreement (Clover Leaf Capital Corp.)
Founder Shares. On April 20March 9, 2021, the Company issued to Wuren Fubao Inc. G3 VRM Holdings LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 242,875,000 shares of the Company’s Class B Common Stock, 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 par value $0.0001 per share (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Stockholder until six months after the date earlier of: (i) one year following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination Combination, when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the consummation of the Business Combination, ; or (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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. 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
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. On April 20, 2021In May 2018, the Company issued to Wuren Fubao Inc. ChaSerg Technology Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 5,750,000 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Class B common stock (the “Independent Directors” andFounder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, together with the Sponsor, as amended (the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (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. On April 20In May 2024, 2021Andretti Sponsor II LLC, the Company issued to Wuren Fubao Inc. a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), purchased from the Company 5,750,000 Class B ordinary shares (the “Founder Shares”), for an aggregate consideration of $25,00025,000 paid to cover certain offering costs, and on October 24in a private placement exempt from registration under the Securities Act of 1933, 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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”), 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 Initial Shareholders Sponsor until six months the earlier of: (i) one year after the date of the consummation of a Business Combination Combination; or earlier if, (ii) subsequent to a the consummation of such Business Combination, (x) 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 sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after consummation of the Business Combination or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
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. On April 20September 2, 20212020, the Company issued to Wuren Fubao Inc. I-B Good Works 4, LLC (the “Sponsor”), an aggregate of 4,312,500 shares of common stock of the Company for $3,000 in the aggregate (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) 1,437,500 Ordinary of the Securities Act of 1933, as amended (the “Act”). On October 26, 2023, the Sponsor agreed to surrender an aggregate of 1,068,910 of its Founder Shares for an aggregate consideration of $25,000no consideration, and on October 24, 2021, the Company declared a dividend of 0.50 shares for each outstanding sharewhich were cancelled, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectivelyholding an aggregate of 3,243,590 Founder Shares, the “Founders Shares”). The Sponsor subsequently transferred certain of which up to 423,077 Founder Shares are subject to forfeiture if the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until the earlier of (a) six months after the date of 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 or earlier ifCombination”), subsequent to a (b) following the consummation of the Business Combination, the Company consummates a subsequent liquidation, mergerlast sale price of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock exchange or other similar transaction dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, and (c) the date following the consummation of the Business Combination which results in all of the Company’s shareholders public stockholder’s having the right to exchange their ordinary 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 in Section 2.21.1 hereinbelow). 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 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 (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 2022.0% of the issued and outstanding shares of the Company Common Stock (but not including any shares of Common Stock underlying Placement Shares Units (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 3 contracts
Samples: Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.)
Founder Shares. On April 20In June 2024, 2021Newbury Street II Acquisition Sponsor LLC, the Company issued to Wuren Fubao Inc. a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), purchased from the Company 5,750,000 Class B ordinary shares which has been adjusted to 6,118,000 founder shares (the “Founder Shares”), for an aggregate consideration of $25,00025,000 paid to cover certain offering costs, and on October 24in a private placement exempt from registration under the Securities Act of 1933, 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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”), 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 Initial Shareholders Sponsor until six months the earlier of: (i) one year after the date of the consummation of a Business Combination Combination; or earlier if, (ii) subsequent to a the consummation of such Business Combination, (x) 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 sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after consummation of the Business Combination or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s 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 in 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. 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 281,250 798,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 3 contracts
Samples: Underwriting Agreement (Newbury Street II Acquisition Corp), Underwriting Agreement (Newbury Street II Acquisition Corp), Underwriting Agreement (Newbury Street II Acquisition Corp)
Founder Shares. On April 20January 11, 20212022, the Company issued to Wuren Fubao Inc. FG Merger Investors LLC (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 2,012,500 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Common Stock (the “Independent Directors” and, together with Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Sponsor, the “Initial Shareholders”)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 the Founder Shares may not be sold, assigned or transferred by the initial stockholders until (x) with respect to 50% of the Founder Shares, the earlier of: (i) twelve months after the consummation of the Business Combination; or (ii) the date on which the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after 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 by the Initial Shareholders until six months after on the date of the consummation of following a Business Combination or earlier if, subsequent to a 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 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 in 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. 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 281,250 262,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (excluding the shares of Common Stock underlying the Representative’s Units).
Appears in 3 contracts
Samples: Underwriting Agreement (FG Merger Corp.), Underwriting Agreement (FG Merger Corp.), Underwriting Agreement (FG Merger Corp.)
Founder Shares. On April 20July 30, 2021, the Company issued to Wuren Fubao Inc. AIB LLC (the “Sponsor”) 1,437,500 Ordinary Shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000, and on October 24with economic effect as of June 30, 2021. On September 13, 2021, the Company declared effected a share dividend of 0.50 0.5 shares for each outstanding shareClass B ordinary share outstanding, resulting in an aggregate of 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders until the earlier of: (i) six months after following the date consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination Combination, when the closing price of the Ordinary Shares equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing within any 150-trading day period after the consummation of the Business Combination, ; or (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s shareholders stockholders 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 in 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. 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 shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 3 contracts
Samples: Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp)
Founder Shares. On April 20, In May 2021, the Company issued to Wuren Fubao Inc. C5 Sponsor LLC, a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 247,187,500 shares of the Company’s Class B common stock, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange exchange, reorganization or other similar transaction which that results in all of the Company’s shareholders public stockholders having the right to exchange their ordinary 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 in 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. 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 281,250 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 3 contracts
Samples: Underwriting Agreement (C5 Acquisition Corp), Underwriting Agreement (C5 Acquisition Corp), Underwriting Agreement (C5 Acquisition Corp)
Founder Shares. On April 20June 25, 20212024, the Company issued to Wuren Fubao Inc. an aggregate of 7,187,500 Class B ordinary shares (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) Act, for a total subscription price of $25,000 to Bleichroeder Sponsor 1 LLC, a Delaware limited liability company (“Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $25,000). On October 2, and on October 24, 20212024, the Company declared a dividend of 0.50 capitalized and issued an additional 2,395,833 founder shares for each outstanding shareto the Sponsor, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors holding an aggregate of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)9,583,333 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 Initial Shareholders Sponsor until six months after the date earlier of (A) one (1) year following the completion of the consummation of a Business Combination or earlier if, subsequent to a the completion of the Business Combination, the closing price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one hundred and fifty (150) days after the completion of the Business Combination and (B) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their ordinary shares its 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 in 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. 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 1,250,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Public Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (excluding the Placement Securities as defined below).
Appears in 3 contracts
Samples: Underwriting Agreement (Bleichroeder Acquisition Corp. I), Underwriting Agreement (Bleichroeder Acquisition Corp. I), Underwriting Agreement (Bleichroeder Acquisition Corp. I)
Founder Shares. On April 20February 18, 2021, the Company issued to Wuren Fubao Inc. CGA Sponsor 2, LLC, a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 245,031,250 Class B ordinary shares, par value $0.0001 per share (the “Founder 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 Company declared a dividend Sponsor transferred 50,000 Class B ordinary shares to each of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the completion of the consummation of a Company’s Business Combination or earlier if, and (ii) subsequent to a the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their its 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 in 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. 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 281,250 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
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. On April 2017, 2021, the Company issued to Wuren Fubao Inc. Innovative International Sponsor I LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 247,187,500 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder 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 declared effected a dividend of 0.50 approximately 1.12 shares for each outstanding Class B ordinary share, resulting in 2,156,250 Ordinary Shares there being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain an aggregate of 8,050,000 Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor, until six months the earlier of (a) one year after the date of the consummation of a the Company’s initial Business Combination or earlier if, and (b) subsequent to a the Company’s initial Business Combination, (x) the date on which the Company consummates completes a subsequent 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 or other property. The Founder property or (y) if the last reported sale price of the Ordinary Shares shall be subject to restrictions on transfer as set forth in the Insider Letters equals or exceeds $12.00 per share (as defined in Section 2.21.1 herein)adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s 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 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 1,050,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20approximately 25% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (Innovative International Acquisition Corp.), Underwriting Agreement (Innovative International Acquisition Corp.)
Founder Shares. On In April 20, 2021, the Company issued to Wuren Fubao Inc. Fat Projects SPAC Pte. Ltd. (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 242,875,000 shares of the Company’s Class B ordinary shares, 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 par value US$0.0001 per share (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Sponsor until the earlier of: (i) six months after following the date consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (x) when the closing price of the Ordinary Shares equals or earlier ifexceeds $12.00 per share (as adjusted for share subdivision, subsequent to share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Fat Projects Acquisition Corp), Underwriting Agreement (Fat Projects Acquisition Corp)
Founder Shares. On April 20In July 2024, 2021K&F Growth Acquisition LLC II, the Company issued to Wuren Fubao Inc. a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), purchased from the Company 9,583,333 Class B ordinary shares (the “Founder Shares”), for an aggregate consideration of $25,000, and on October 24in a private placement exempt from registration under the Securities Act of 1933, 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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”), 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 Initial Shareholders Sponsor until six months the earliest of: (i) one year following the consummation of the Business Combination; (ii) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of Business Combination; or (iii) subsequent to the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the Company consummates date on which the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 150 days after our initial business combination, or the date on which we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s our 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 in 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. 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 1,250,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares Class A Ordinary Shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (not including the Private Placement Shares).
Appears in 2 contracts
Samples: Underwriting Agreement (K&f Growth Acquisition Corp. Ii), Underwriting Agreement (K&f Growth Acquisition Corp. Ii)
Founder Shares. On April 2019, 20212024, EQV Ventures Sponsor LLC, the Company issued to Wuren Fubao Inc. Company’s Sponsor (the “Sponsor”) 1,437,500 ), purchased from the Company an aggregate of 10,062,500 Class B ordinary shares (the “Sponsor Class B Ordinary Shares Shares”), for an aggregate consideration of $25,000, and on October 24in a private placement exempt from registration under the Securities Act of 1933, 2021as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. On May 22, 2024, the Company declared a dividend of 0.50 shares for each outstanding share, resulting in 2,156,250 issued 40,000 Ordinary Shares being held by the Sponsor to each of its non-executive director nominees (collectively, the “Founders an aggregate of 160,000 Ordinary Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company ) (the “Independent DirectorsDirector Class A Shares” and, together with the SponsorSponsor 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 Initial Shareholders until the earlier of: (i) twelve months following the consummation of the Business Combination; (ii) six months after following the date consummation of the Business Combination, (x) if the closing price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing at least 150 days following the consummation of a Business Combination Combination; or earlier if, (iii) subsequent to the consummation of a Business Combination, the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, 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 in Section 2.21.1 herein). 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 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 281,250 1,312,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (excluding the Private Placement Shares (as defined below) and any public shares purchased by the Initial Shareholders).
Appears in 2 contracts
Samples: Underwriting Agreement (EQV Ventures Acquisition Corp.), Underwriting Agreement (EQV Ventures Acquisition Corp.)
Founder Shares. On April 20, 2021In September 2020, the Company issued to Wuren Fubao Inc. Atlas Crest Investment LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 14,375,000 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor Class B common stock (collectively, the “Founders Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor subsequently transferred certain 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 independent directors of extent to which the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 1,875,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Atlas Crest Investment Corp.), Underwriting Agreement (Atlas Crest Investment Corp.)
Founder Shares. On April 20, In August 2021, the Company issued to Wuren Fubao Inc. (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $25,000, and on October 241,437,500 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 no additional consideration. As of December 31, 2021, the Company declared a dividend of 0.50 there were 1,725,000 ordinary shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by issued to the Sponsor (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Stockholders until six months after the date earlier of: (i) one year following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination Combination, when the closing price of the Ordinary Shares equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination, ; or (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s shareholders stockholders 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 in 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 CombinationCombination within 12 months (or up to 21 months, if applicable) from the closing 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 281,250 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2019% of the issued and outstanding shares of the Company (but not including any the Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (TMT Acquisition Corp.), Underwriting Agreement (TMT Acquisition Corp.)
Founder Shares. On April 20June 30, 2021, the Company issued to Wuren Fubao Inc. Sunfire Sponsor, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 242,875,000 shares of the Company’s Class B Ordinary Shares, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently A portion of the Founders Shares were then transferred certain Founder Shares to the independent officers and directors of the Company (the “Independent Directors” andsuch individuals, 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 Initial Shareholders until the earlier of: (i) six months after following the date consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination Combination, when the closing price of the Ordinary Shares equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s 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 in 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 CombinationCombination within 12 months (or up to 18 months, if applicable) from the closing 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Sunfire Acquisition Corp LTD), Underwriting Agreement (Sunfire Acquisition Corp LTD)
Founder Shares. On April 20As a result of a transaction in June 2020, 2021as of the date hereof, the Company issued to Wuren Fubao Inc. Colonnade Sponsor LLC,, a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $25,000), and on October 24, 2021, the Company declared a dividend of 0.50 holds 5,750,000 Class B ordinary shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersFounder 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (iii) when the closing price of the Class A Ordinary Shares equals or earlier ifexceeds $12.00 per share (as adjusted for share subdivisions, subsequent to share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates completes a subsequent liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Colonnade Acquisition Corp.), Underwriting Agreement (Colonnade Acquisition Corp.)
Founder Shares. On April 20, In March 2021, the Company issued to Wuren Fubao Inc. Newcourt SPAC Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 245,912,500 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder 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 declared effected a dividend of 0.50 approximately 1.017 shares for each outstanding Class B ordinary share, resulting in 2,156,250 Ordinary Shares there being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain an aggregate of 6,015,000 Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor, until six months the earlier of (a) one year after the date of the consummation of a the Company’s initial Business Combination or earlier if, and (b) subsequent to a the Company’s initial Business Combination, (x) the date on which the Company consummates completes a subsequent 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 or other property. The Founder property or (y) if the last reported sale price of the Ordinary Shares shall be subject to restrictions on transfer as set forth in the Insider Letters equals or exceeds $12.00 per share (as defined in Section 2.21.1 herein)adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s 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 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 281,250 765,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (Newcourt Acquisition Corp), Underwriting Agreement (Newcourt Acquisition Corp)
Founder Shares. On April 20, In February 2021, the Company issued to Wuren Fubao Inc. Bannix Management LLP, Sxxxxx Xxxxxxxxx and Sxxxx Xxx (collectively, “Founders”), an aggregate of 2,875,000 shares of Common Stock for $0.01 per share and $28,750 in the aggregate (the “SponsorFounder 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 Ordinary Founder Shares for an aggregate consideration of $25,000remain outstanding, 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 rest have been bought back by the Sponsor (collectivelyCompany. 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”Shares pursuant to the Purchase Agreement (as defined below) and as further described in the Registration Statement. Simultaneously with the Option Closing (if applicable). The Sponsor subsequently transferred , 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 independent directors Act pursuant to Section 4(a)(2) of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Founders, the Anchor Investors or the Representative (collectively, “Initial Shareholders Stockholders”) until six months after the date earlier of (a) one year following the consummation of a Business Combination or earlier if, subsequent to a the Business Combination, (b) following the consummation of the business combination, the last sale price of the 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 our initial business combination, and (c) the date following the consummation of the initial 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 shareholders stockholders having the right to exchange their ordinary 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 in Section 2.21.1 hereinbelow). 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 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 (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company Common Stock (but not including any Private Placement Shares Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Bannix Acquisition Corp.), Underwriting Agreement (Bannix Acquisition Corp.)
Founder Shares. On April 20As a result of several transactions commencing in June 2019 and August 2019, 2021as of the date hereof, the Company issued to Wuren Fubao Inc. New Providence Management LLC (the “Sponsor”) 1,437,500 Ordinary Shares for holds 5,710,000 shares of Class B common stock and certain officers and director nominees of the Company hold an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 40,000 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor Class B common stock (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (x) when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for share splits, subsequent to share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (New Providence Acquisition Corp.), Underwriting Agreement (New Providence Acquisition Corp.)
Founder Shares. On In April 20, 2021, the Company issued to Wuren Fubao Inc. Soul Venture Partners LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 242,587,500 shares of the Company’s Common Stock, 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 par value $0.0001 per share (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder , and the holders of Founders Shares prior to the independent directors of the Company (the “Independent Directors” and, together with the SponsorOffering, the “Initial ShareholdersStockholders”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) 180 days following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (x) when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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 CombinationCombination within 15 months (or up to 21 months, if applicable, as described in the Registration 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 281,250 337,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Inception Growth Acquisition LTD), Underwriting Agreement (Inception Growth Acquisition LTD)
Founder Shares. On April 20, In February 2021, the Company issued to Wuren Fubao Inc. the Sponsors (the “Sponsor”) 1,437,500 Ordinary Shares defined below), for an aggregate consideration of $25,000, and on October 248,653,333 shares of Class B common stock (the “Founder 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 2021, the Company declared effected a dividend of 0.50 shares for each outstanding share0.001155625 dividend, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectivelySponsors holding an aggregate of 8,663,333 Founder Shares, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors as of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)date hereof. 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 any initial stockholder until the Initial Shareholders until six months after earlier of: (i) with respect to 25% of the date of Founder Shares, the consummation of the Business Combination, (ii) with respect to 25% of the Founder Shares, until the closing price of the Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, (iii) with respect to 25% of the Founder Shares, such time when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (iv) with respect to 25% of such shares until the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or earlier in any case, if, subsequent to a the Business Combination, the Company consummates engages in a subsequent liquidationtransaction (i) involving a consolidation, merger, stock exchange merger or other similar transaction which results resulting in all a change in the majority of the Company’s shareholders board of directors or management team, and in which the Company is the surviving entity or, (ii) resulting in the Company’s stockholders 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 in 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. 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, FinTech Investor Holdings VI, LLC and FinTech Masala Advisors VI, LLC (collectively, the Sponsor “Sponsors”) will be required to forfeit such number of Founder Shares (up to 281,250 1,100,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (Fintech Acquisition Corp Vi), Underwriting Agreement (Fintech Acquisition Corp Vi)
Founder Shares. On April 20June 14, 20212024, the Company issued to Wuren Fubao Inc. Company’s CEO, Xx. Xxxxxxx X. Snyder, the Company’s CFO, Xx. Xxx Xxxx, and Aitefund Sponsor LLC, a Delaware limited liability company formerly known as Shepherd Ave Capital Sponsor LLC (the “Sponsor”), acquired an aggregate of 1,725,000 Class B ordinary shares of the Company, par value of $0.0001 (the “Class B Ordinary Shares,” together with the Class A Ordinary Shares, the “Ordinary Shares”) 1,437,500 Ordinary Shares for an aggregate consideration purchase price of $25,00025,000 (the “Founder Shares”) from us, and on October 24or approximately $0.014 per share. On July 9, 20212024, 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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain issued additional 431,250 Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the our Sponsor, at par value, for the “Initial Shareholders”)purchase price of $43.125. In total, an aggregate 2,156,250 Founder Shares were issued to our Sponsor and executives, at a per-share price of approximately $0.012 per share. 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 Shareholders”) until (1) with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a the Business Combination or earlier the date on which the closing price of the Class A Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our Business Combination and (2) with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of the Business Combination, or earlier, in either case, if, subsequent to a the Business Combination, the Company consummates a subsequent liquidation, merger, stock share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange convert their ordinary shares Class A 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 in 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 CombinationCombination within the period of time as provided in the Memorandum and Articles. 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 approximately 20% of the issued and outstanding shares of the Company (but not including any excluding the Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Shepherd Ave Capital Acquisition Corp), Underwriting Agreement (Shepherd Ave Capital Acquisition Corp)
Founder Shares. On April 20, 2021In June 2020, the Company issued to Wuren Fubao Inc. Breeze Sponsor, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and 2,875,000 shares Common Stock (after giving effect to a stock split on October 24July 15, 20212020), 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Stockholders until six months after the date of earlier of: (x) one year following the consummation of a Business Combination or earlier if, subsequent to a the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Breeze Holdings Acquisition Corp.), Underwriting Agreement (Breeze Holdings Acquisition Corp.)
Founder Shares. On April 20March 4, 2021, the Company issued to Wuren Fubao Inc. EX Xxxxxx Partners, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, 3,450,000 shares of 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 Company’s Common Stock (collectively, the “Founders Founder Shares”). The On March 7, 2022, the Sponsor subsequently transferred certain surrendered 575,000 Founder Shares to the independent directors of Company for cancellation for no consideration, resulting in the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)Sponsor and its permitted assignees holding 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 Initial Shareholders Stockholders (as defined below) until the earlier of: (i) six months after following the date consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination Combination, (A) when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the Business Combination, ; or (B) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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 CombinationCombination within nine months (subject to extension for nine additional one-month periods, as described in the Prospectus (as defined below)) from the closing 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 holders of the Founder Shares will be required to forfeit such number of Founder Shares (up to 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (EF Hutton Acquisition Corp I), Underwriting Agreement (EF Hutton Acquisition Corp I)
Founder Shares. On April 20, In February 2021, the Company issued to Wuren Fubao Inc. Riverview Sponsor Partners, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 245,750,000 shares of Class B common stock (the “Founder 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 declared effected a stock dividend of 0.50 1,437,500 shares for each outstanding shareof Class B Common Stock, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors 7,187,500 shares of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Riverview Acquisition Corp.), Underwriting Agreement (Riverview Acquisition Corp.)
Founder Shares. On April 20, 2021In August 2020, the Company issued to Wuren Fubao Inc. Kingswood Global Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, 4,312,000 shares of the Company’s Class B common stock, par value $0.0001 per share, 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 on October 24, 2021November 2020, the Company declared 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 dividend of 0.50 shares for each outstanding shareresult, resulting in 2,156,250 Ordinary Shares being held by the Sponsor owns 2,875,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Stockholders until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (x) when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Kingswood Acquisition Corp.), Underwriting Agreement (Kingswood Acquisition Corp.)
Founder Shares. On April 20, 2021In October 2020, the Company issued to Wuren Fubao Inc. Epiphany Technology Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 10,062,500 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Class B common stock (the “Independent Directors” andFounder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, together with the Sponsor, as amended (the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 1,312,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (Epiphany Technology Acquisition Corp.), Underwriting Agreement (Epiphany Technology Acquisition Corp.)
Founder Shares. On April 20, In 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 Wuren Fubao Inc. CGC II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $25,000), and on October 24CGC II Sponsor DirectorCo LLC, 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 Cayman Islands limited liability company (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersDirectorCo”). 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 Initial Shareholders Sponsor or DirectorCo until six months after the date earlier of: (i) one year following the completion of the consummation of a Company’s Business Combination or earlier if, and (ii) subsequent to a the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their its 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Cartesian Growth Corp II), Underwriting Agreement (Cartesian Growth Corp II)
Founder Shares. On April 20, 2021In March 2016, the Company issued to Wuren Fubao Inc. CF Finance Holdings III, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 5,750,000 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Class B common stock (the “Independent Directors” andFounder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, together with the Sponsor, as amended (the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (CF Finance Acquisition Corp. III), Underwriting Agreement (CF Finance Acquisition Corp. III)
Founder Shares. On April 20, In May 2021, the Company issued to Wuren Fubao Inc. Insight Acquisition Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, 6,181,500 shares of Class B common stock of the Company, par value $0.0001 per share (the “Founder 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 October 24July 29, 2021, the Company declared effected a dividend 1:1.1162791 stock split of 0.50 shares for each outstanding shareits Class B common stock, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors holding an aggregate of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date of earlier of: (i) one year following the consummation of a the Business Combination Combination; or earlier if, (ii) subsequent to a the consummation of the Business Combination, (x) when the closing price of the 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 a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 900,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Insight Acquisition Corp. /DE), Underwriting Agreement (Insight Acquisition Corp. /DE)
Founder Shares. On April 20March 2024, 2021our sponsor Lionheart Sponsor, the Company issued to Wuren Fubao Inc. LLC (the “Sponsor”) 1,437,500 Ordinary Shares paid $25,000 to subscribe for an aggregate consideration of 7,666,667 Class B ordinary shares, par value $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 0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Company’s independent directors until six the earlier to occur of: (A) six-months after the date completion of the consummation Company’s Business Combination; and (B) subsequent to the Company’s Business Combination (x) if the last reported sale price of a the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing after the Company’s Business Combination or earlier if, subsequent to a Business Combination, (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A 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 in 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. 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 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding ordinary shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Lionheart Holdings), Underwriting Agreement (Lionheart Holdings)
Founder Shares. On April 20, 2021In October 2020, the Company issued to Wuren Fubao Inc. FoxWayne Enterprises Acquisition Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend of 0.50 1,437,500 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Company’s Class B Common Stock, par value $0.0001 per share (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersFounder 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 Initial Shareholders Stockholders until six months after (i) with respect to 50% of Founder Shares, the six-month anniversary of the date of the consummation of a the Company’s initial Business Combination Combination, and (ii) 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 earlier, in either case, if, subsequent to a the Company’s initial Business Combination, the Company consummates completes a subsequent liquidation, merger, capital stock exchange or other similar transaction which that results in all of the Company’s shareholders its public stockholders having the right to exchange their ordinary 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 in 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. 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 281,250 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (FoxWayne Enterprises Acquisition Corp.), Underwriting Agreement (FoxWayne Enterprises Acquisition Corp.)
Founder Shares. On April 20, 2021In September 2018, the Company issued to Wuren Fubao Inc. GX Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 8,625,000 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor Class B common stock (collectively, the “Founders Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the SponsorIn April 2019, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (GX Acquisition Corp.), Underwriting Agreement (GX Acquisition Corp.)
Founder Shares. On April 20March 8, 2021, the Company issued to Wuren Fubao Inc. Revofast LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 242,875,000 shares of the Company’s Class B common stock, 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 par value $0.0001 per share (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Stockholders until six months after the date earlier of: (i) one year following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination Combination, when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination, ; or (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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 CombinationCombination within 12 months (or up to 18 months, if applicable) from the closing 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any shares of Common Stock issuable upon exercise of the Placement Shares (as defined below)Warrants) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Fintech Ecosystem Development Corp.), Underwriting Agreement (Fintech Ecosystem Development Corp.)
Founder Shares. On In April 20, 20212020, the Company issued to Wuren Fubao Inc. CFAC Holdings VI, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, 20,125,000 shares of Class B common stock (the “Founder 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 on October 24, in January 2021, the Company declared a dividend Sponsor returned to the Company, at no cost, an aggregate of 0.50 shares for each outstanding share5,750,000 Founder Shares, which we cancelled resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain an aggregate of 8,625,000 Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (CF Acquisition Corp. VI), Underwriting Agreement (CF Acquisition Corp. VI)
Founder Shares. On April 20, In March 2021, the Company issued to Wuren Fubao Inc. Arbor Rapha Capital LLC (the “"Sponsor”) 1,437,500 Ordinary Shares "), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend of 0.50 4,312,500 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Company's Class B common stock, par value $0.0001 per share (the “Independent Directors” and"Founder Shares"), together with in a private placement exempt from registration under Section 4(a)(2) of the SponsorSecurities Act of 1933, as amended (the “Initial Shareholders”"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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (x) when the last reported sale price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders 's 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 in 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. 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 281,250 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)
Founder Shares. On April 205, 2021, the Company issued to Wuren Fubao Inc. Sagaliam Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 242,875,000 shares of the Company’s Class B Common Stock, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently A portion of the Founders Shares were then transferred certain Founder Shares to the independent officers and directors of the Company (the “Independent Directors” andsuch individuals, together with the Sponsor, the “Initial ShareholdersStockholders”). 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 Initial Shareholders Stockholders until the earlier of: (i) six months after following the date consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination Combination, when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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 CombinationCombination within 12 months (or up to 18 months, if applicable) from the closing 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Sagaliam Acquisition Corp), Underwriting Agreement (Sagaliam Acquisition Corp)
Founder Shares. On April 20February 11, 2021, the Company issued to Wuren Fubao Inc. Orion Sponsor Holdings, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 247,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder 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 Company declared a dividend of 0.50 Sponsor surrendered 1,437,500 Class B ordinary shares for each outstanding shareno consideration, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors an aggregate of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the completion of the consummation of a Company’s Business Combination or earlier if, and (ii) subsequent to a the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their its 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Orion Biotech Opportunities Corp.), Underwriting Agreement (Orion Biotech Opportunities Corp.)
Founder Shares. On April 20, In August 2021, the Company issued to Wuren Fubao Inc. (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $25,000, and on October 241,437,500 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 no additional consideration. As of December 31, 2021, the Company declared a dividend of 0.50 there were 1,725,000 ordinary shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by issued to the Sponsor (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Stockholders until six months after the date earlier of: (i) one year following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination Combination, when the closing price of the Ordinary Shares equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination, ; or (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s shareholders stockholders 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 in 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 CombinationCombination within 12 months (or up to 21 months, if applicable) from the closing 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 281,250 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement 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.
Appears in 2 contracts
Samples: Underwriting Agreement (TMT Acquisition Corp.), Underwriting Agreement (TMT Acquisition Corp.)
Founder Shares. On April 20, In October 2021, the Company issued to Wuren Fubao Inc. the Papaya Growth Opportunity I Sponsor, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 247,452,500 shares of Class B common stock (the “Founder 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 2021, the Company declared effected a dividend 1.0102482:1.0000000 split of 0.50 shares for each outstanding shareits common stock, resulting in 2,156,250 Ordinary Shares being held by and, as a result, the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 owns 7,528,875 Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any initial stockholder until the Initial Shareholders until six months after earlier of: (i) one year following the date consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their ordinary shares for cash, securities securities, or other property. The holders of Founder Shares shall be subject have no right to restrictions on transfer as set forth any liquidating distributions with respect to any portion of the Founder Shares in the Insider Letters (as defined in Section 2.21.1 herein)event the Company fails to consummate a 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 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 281,250 956,250 Founder Shares) such that the Founder Shares then outstanding will comprise 2020.8% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (excluding any Placement Shares (defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (Papaya Growth Opportunity Corp. I), Underwriting Agreement (Papaya Growth Opportunity Corp. I)
Founder Shares. On April 20, In May 2021, the Company issued to Wuren Fubao Inc. Aetherium Capital Holdings LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend of 0.50 2,875,000 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Company’s Class B common stock, par value $0.0001 per share (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersFounder 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 Initial Shareholders Stockholders until six months the earlier to occur of: (A) one year after the date completion of the Company’s initial Business Combination and (B) subsequent to the consummation of a Business Combination Combination, (x) if the reported last sale price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to a 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 the consummation of the Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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. 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Aetherium Acquisition Corp), Underwriting Agreement (Aetherium Acquisition Corp)
Founder Shares. On April 20, 2021In December 2020, the Company issued to Wuren Fubao Inc. Pine Technology Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 248,625,000 shares of the Company’s Class B common stock, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Pine Technology Acquisition Corp.), Underwriting Agreement (Pine Technology Acquisition Corp.)
Founder Shares. On April 20, 2021In May 2020, the Company issued to Wuren Fubao Inc. ACE Convergence Acquisition LLC, a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 245,750,000 Class B Ordinary Shares, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The In May 2020, the Sponsor subsequently transferred certain an aggregate of 155,000 Founder Shares to the independent directors of the Company other individuals (the “Independent Directors” and, together with the Sponsor, 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 Initial Shareholders until six months after the date earlier of: (i) one year following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination Combination, (x) when the last reported sale price of the Ordinary Shares equals or earlier ifexceeds $12.00 per share (as adjusted for share sub-divisions, subsequent to share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 property (the Insider Letters (as defined in Section 2.21.1 herein“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 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (ACE Convergence Acquisition Corp.), Underwriting Agreement (ACE Convergence Acquisition Corp.)
Founder Shares. On April 20May 3, 2021, the Company issued to Wuren Fubao Inc. Global Link Investment LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend of 0.50 1,437,500 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Company’s Class B common stock, par value $0.0001 per share (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersFounder 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 Initial Shareholders Stockholders until the earlier of: (i) six months after following the date consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination Combination, (A) when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the Business Combination, ; or (B) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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 CombinationCombination within 12 months (or up to 18 months, if applicable) from the closing 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 281,250 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (PHP Ventures Acquisition Corp.), Underwriting Agreement (PHP Ventures Acquisition Corp.)
Founder Shares. On April 20February 10, 2021, the Company issued to Wuren Fubao Inc. HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), purchased 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) 1,437,500 Ordinary Shares for an aggregate consideration of $25,000the Securities Act of 1933, and on October 24as amended (the “Act”). On January 5, 20212022, the Company declared effected a dividend of 0.50 shares for each outstanding share, resulting share capitalization in 2,156,250 Ordinary Shares being held by which the Sponsor (collectively, was issued an additional 2,875,000 Class B ordinary shares so that the “Founders Sponsor owned an aggregate of 10,062,500 Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”). 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 Initial Shareholders until six months after the date earlier of: (i) one year following the completion of the consummation of a Company’s Business Combination or earlier if, and (ii) subsequent to a the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their its 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 in 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. 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 281,250 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (HCM Acquisition Corp), Underwriting Agreement (HCM Acquisition Corp)
Founder Shares. On April 20March 1, 2021, the Company issued to Wuren Fubao Inc. Tsangs Group Holdings Limited (the “Sponsor”) 1,437,500 Ordinary Shares and certain other founders, for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 2,889,149 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Common Stock (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersFounder 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 Initial Shareholders Sponsor or other founders until the earlier of: (i) six months after the date of following the consummation of a the Business Combination or earlier if, Combination; (ii) subsequent to a the Business Combination, (x) if the last sale price of the 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 Business Combination, or (y) (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which after the Business Combination, that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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. 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (TG Venture Acquisition Corp.), Underwriting Agreement (TG Venture Acquisition Corp.)
Founder Shares. On April 20March 8, 2021, the Company issued to Wuren Fubao Inc. Revofast LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 242,875,000 shares of the Company’s Class B common stock, 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 par value $0.0001 per share (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Stockholders until six months after the date earlier of: (i) one year following the consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination Combination, when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination, ; or (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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 CombinationCombination within 12 months (or up to 18 months, if applicable) from the closing 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Fintech Ecosystem Development Corp.), Underwriting Agreement (Fintech Ecosystem Development Corp.)
Founder Shares. On April 20August 19, 2021, the Company issued an aggregate of 1,450,000 Ordinary Shares to Wuren Fubao Inc. Energy Cloud Sponsor Holdings Limited (the “Sponsor”) 1,437,500 (1,360,000 Ordinary Shares) and officers and directors (20,000 Ordinary Shares to Qingxun (Xxxx) Kong, 20,000 Ordinary Shares to Xxxxx Xxxx, 10,000 Ordinary Shares to Xxxxxxxx Xxxx, 10,000 Ordinary Shares to Xxxxxx Xxxxx, 10,000 Ordinary Shares to Tianshi (Xxxxxxx) Xxxx, 10,000 Ordinary Shares to Zeyi (Xxxx) Wang and 10,000 Ordinary Shares to Xxxxxxx Xxxx) for an aggregate consideration purchase price of $25,000, and or approximately $0.017 per share, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Subsequently, on October 2427, 2021, the Company declared issued a stocks dividend consisting of 0.50 shares for each outstanding sharean aggregate 706,250 shares, resulting in our sponsors, officers and directors holding an aggregate of 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders 706,250 Founder Shares”). to shareholders. The Sponsor subsequently transferred certain Founder Shares to include forfeiture of 190,000 Ordinary Shares by the independent directors holders of the Company Founder Shares (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)) to the extent that the 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 Initial Shareholders until six months after the date earlier of (a) one year following the consummation of a the initial Business Combination or earlier ifCombination, subsequent to a (b) following the consummation of the Business Combination, the last sale price of the 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 30-trading day period commencing at least 150 days after our initial Business Combination, or (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 shareholders 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 in Section 2.21.1 herein2.25.1 hereof)). 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 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 Initial Shareholders will be required to forfeit such number of Founder Shares (up to 281,250 Founder Ordinary Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Energy Cloud I Acquisition Corp), Underwriting Agreement (Energy Cloud I Acquisition Corp)
Founder Shares. On April 20March 4, 20212024, the Company issued to Wuren Fubao Inc. an aggregate of 2,875,000 Class B ordinary shares, par value $0.0001 per share (the “SponsorFounder Shares”) 1,437,500 Ordinary Shares ), for an aggregate consideration a total subscription price of $25,00025,000 to Chenghe Investment II Limited, 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 Cayman Islands limited liability company (collectively, the “Founders SharesSponsor”). The Sponsor subsequently transferred certain an aggregate of 90,000 Founder Shares to the three independent directors and Chairman of the advisory board of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until the earlier of: (A) six (6) months after following the completion of the Company’s Business Combination and (B) the date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their its ordinary shares for cash, securities or other property. The Notwithstanding the foregoing, the Founder Shares shall (or Ordinary Shares issuable upon conversion thereof) will be subject released from the lock-up if, subsequent to restrictions on transfer as set forth in the Insider Letters completion of the Company’s Business Combination, if the closing price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as defined in Section 2.21.1 herein)adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s 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 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding shares of the Company (but not including any Placement Ordinary Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Chenghe Acquisition II Co.), Underwriting Agreement (Chenghe Acquisition II Co.)
Founder Shares. On April 20, 2021In December 2020, the Company issued to Wuren Fubao Inc. Tribe Arrow Holdings I LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 5,750,000 shares of Class B common stock (the “Founder 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 declared effected a stock dividend of 0.50 shares 0.2 Founder Shares for each outstanding shareFounder Share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders holding an aggregate of 6,900,000 Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 900,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Tribe Capital Growth Corp I), Underwriting Agreement (Tribe Capital Growth Corp I)
Founder Shares. On April 20, In May 2021, the Company issued to Wuren Fubao Inc. DTRT Health Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 245,750,000 shares of the Company’s Class B common stock, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (x) when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (DTRT Health Acquisition Corp.), Underwriting Agreement (DTRT Health Acquisition Corp.)
Founder Shares. On April 20May 13, 20212024, the Company issued to Wuren Fubao Inc. our sponsor Launch Two Sponsor, LLC (the “Sponsor”) 1,437,500 Ordinary Shares paid $25,000 to subscribe for an aggregate consideration of 5,750,000 Class B ordinary shares, par value $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 0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Company’s independent directors until six months the earlier to occur of: (A) one year after the date completion of the consummation Company’s Business Combination; and (B) subsequent to the Company’s Business Combination (x) if the last reported sale price of a the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or earlier if, subsequent to a Business Combination, (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2020.0% of the issued and outstanding ordinary shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Launch Two Acquisition Corp.), Underwriting Agreement (Launch Two Acquisition Corp.)
Founder Shares. On April 20, 2021In November 2020, the Company issued to Wuren Fubao Inc. Arrowroot Acquisition LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,00030,000, and on October 245,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder 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 Company declared a dividend Sponsor transferred 40,000 founder shares to each of 0.50 shares for each outstanding shareXxxxx Xxxx, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Will Xxxxxx and Xxxxxx Xxxxxxx (the “Independent Directors” and, together with Initial Stockholders”) (none of which are subject to forfeiture in the Sponsor, event that the “Initial Shareholders”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 Shareholders Stockholders until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock share exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Arrowroot Acquisition Corp.), Underwriting Agreement (Arrowroot Acquisition Corp.)
Founder Shares. On April 20June 18, 20212024, 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 Wuren Fubao Inc. DynamixCore Holdings, LLC, a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”). 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 Initial Shareholders Sponsor until six months after the date earlier of (A) one (1) year following the completion of the consummation of a Business Combination or earlier if, and (B) subsequent to a the completion of the Business Combination, (x) if the closing price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding shares of the Company (but not including any Placement Public Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Dynamix Corp), Underwriting Agreement (Dynamix Corp)
Founder Shares. On April 20, 2021In September 2020, the Company issued to Wuren Fubao Inc. Biotech Sponsor LLC, a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 245,750,000 Class B ordinary shares, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the completion of the consummation of a Company’s Business Combination or earlier if, and (ii) subsequent to a the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their its 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Biotech Acquisition Co), Underwriting Agreement (Biotech Acquisition Co)
Founder Shares. On April 20, 2021In June 2019, the Company issued to Wuren Fubao Inc. SRC-NI Holdings, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 4,312,500 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Class B common stock (the “Independent Directors” andFounder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, together with the Sponsor, as amended (the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (Stable Road Acquisition Corp.), Underwriting Agreement (Stable Road Acquisition Corp.)
Founder Shares. On April 20, 2021In November 2020, the Company issued to Wuren Fubao Inc. Xxxxxx XX Holdings, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration a purchase price of $25,000, and on October 24, 2021, the Company declared a dividend of 0.50 14,375,000 Class B ordinary shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” andFounder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, together with the Sponsor, as amended (the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) 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 or earlier ifCombination, subsequent to (x) when the closing price of the Ordinary Shares exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (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. On April 20, 2021In August 2020, the Company issued to Wuren Fubao Inc. OPY Acquisition LLC I (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 242,875,000 shares of the Company’s Class B common stock, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Stockholders until the earlier of: (i) six months after completion of the date Business Combination with respect to 50% of the Founder Shares with the remainder on the one year anniversary of the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (x) when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates completes a subsequent liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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. 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Opy Acquisition Corp. I), Underwriting Agreement (Opy Acquisition Corp. I)
Founder Shares. On April 20, 2021In June 2020, the Company issued to Wuren Fubao Inc. E.Merge Technology Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 2410,062,500 shares of Class B common stock (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, 2021as amended (the “Act”). In July 2020, the Company declared effected a 0.428571 for 1 stock dividend of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “holding 14,375,000 Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 1,875,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (defined below)).
Appears in 2 contracts
Samples: Underwriting Agreement (E.Merge Technology Acquisition Corp.), Underwriting Agreement (E.Merge Technology Acquisition Corp.)
Founder Shares. On April 20August 17, 2021, the Company issued to Wuren Fubao Inc. Global Blockchain Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares for ), an aggregate consideration of $25,000, and on October 24, 2021, 4,312,500 shares of common stock of the Company declared a dividend of 0.50 shares for each outstanding share, resulting $0.006 per share and $25,000 in 2,156,250 Ordinary Shares being held by the Sponsor aggregate (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of (a) one year following the consummation of a Business Combination merger, share exchange, asset acquisition, share purchase, reorganization, or earlier if, subsequent to a 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 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 our initial business combination, and (c) the date following the consummation of the initial 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 shareholders public stockholder’s having the right to exchange their ordinary 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 in Section 2.21.1 hereinbelow). 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 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 (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company Common Stock (but not including any Placement Shares 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 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. On April 20As a result of a transaction in September 2020, 2021as of the date hereof, the Company issued to Wuren Fubao Inc. KludeIn Prime LLC, a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration ), holds 4,312,500 shares of $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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Class B common stock (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersFounder 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (iii) when the closing price of the shares of Class A common stock equals or earlier ifexceeds $12.00 per share (as adjusted for share subdivisions, subsequent to share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Kludein I Acquisition Corp), Underwriting Agreement (Kludein I Acquisition Corp)
Founder Shares. On April 20, In January 2021, the Company issued to Wuren Fubao Inc. Sierra Lake Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 248,625,000 shares of the Company’s Class B common stock, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Sierra Lake Acquisition Corp.), Underwriting Agreement (Sierra Lake Acquisition Corp.)
Founder Shares. On April 20May 25, 20212023, the Company 1,437,500 Ordinary Shares were issued to Wuren Fubao Inc. Aimei Investment Ltd (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared pursuant to a dividend of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor securities subscription agreement (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Subsequently, on May 25, 2023, an aggregate of 152,000 of the Founder Shares were transferred to the independent directors of the Company company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”). On October 20, 2023, the Company capitalized an amount equal to $28.75 standing to the credit of the share premium account and appropriated such sum and applied it on behalf of the 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, 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 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 Initial Shareholders until six months after the date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (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. On April 20, 2021In October 2020, the Company issued to Wuren Fubao Inc. GX Sponsor II LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 10,062,500 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Class B common stock (the “Independent Directors” andFounder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, together with the Sponsor, as amended (the “Initial ShareholdersAct”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In February 2021, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 Founder Shares, resulting in there being an aggregate of 8,625,000 Founder Shares outstanding. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (GX Acquisition Corp. II), Underwriting Agreement (GX Acquisition Corp. II)
Founder Shares. On April 20January 26, 20212022, the Company issued to Wuren Fubao Inc. Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), purchased from the Company 5,750,000 Class B ordinary shares (the “Founder Shares”), for an aggregate consideration of $25,000, and on October 24in a private placement exempt from registration under the Securities Act of 1933, 2021as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. On March 4, 2022, the Company declared effected a dividend share capitalization with respect to its Founder Shares of 0.50 shares for each outstanding share1,150,000, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectivelyholding 6,900,000 Founder Shares. On August 18, 2022, the “Founders Sponsor surrendered for no consideration 1,500,000 Founder Shares”), resulting in the Sponsor holding 5,750,000 Founder Shares. The On November 17, 2022, the Sponsor subsequently transferred certain surrendered 958,333 Founder Shares to for no consideration resulting in the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (x) when the closing price of the Class A Ordinary Shares equals or earlier ifexceeds $12.00 per share (as adjusted for share subdivisions, subsequent to share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s 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 in 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. 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 281,250 625,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Israel Acquisitions Corp), Underwriting Agreement (Israel Acquisitions Corp)
Founder Shares. On April 20, In February 2021, the Company issued to Wuren Fubao Inc. StoneBridge Acquisition Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared in a dividend of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the completion of the consummation of a Company’s Business Combination or earlier if, and (ii) subsequent to a the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their its 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (StoneBridge Acquisition Corp.), Underwriting Agreement (StoneBridge Acquisition Corp.)
Founder Shares. On April 20, 2021In November 2023, the Company’s Chief SPAC Officer purchased from the Company issued to Wuren Fubao Inc. an aggregate of 5,031,250 ordinary shares (the “SponsorFounder Shares”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24in a private placement exempt from registration under the Securities Act of 1933, 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 as amended (collectively, the “Founders SharesAct”), pursuant to Section 4(a)(2) of the Act. The Sponsor subsequently Chief SPAC Officer thereafter transferred certain a portion of the Founder Shares to the independent other officers, directors of the Company and individuals (the “Independent Directors” and, together with the SponsorChief 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 Initial Shareholders until six months after the earlier of: (i) 180 days following the consummation of the Business Combination; (ii) the date on which the closing price of the Company’s Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following the consummation of a Business Combination Combination; or earlier if, (iii) subsequent to the consummation of a Business Combination, the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s 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 in 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. 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 281,250 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (excluding the Private Placement Shares (defined below), the Representative Founder Shares (defined below) and any Public Shares purchased by the Initial Shareholders).
Appears in 2 contracts
Samples: Underwriting Agreement (Legato Merger Corp. III), Underwriting Agreement (Legato Merger Corp. III)
Founder Shares. On April 20, 2021In November 2020, the Company issued to Wuren Fubao Inc. Xxxxxx XX Holdings I, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration a purchase price of $25,000, and on October 24, 2021, the Company declared a dividend of 0.50 14,375,000 Class B ordinary shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” andFounder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, together with the Sponsor, as amended (the “Initial ShareholdersAct”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of the Founder Shares. On May 21, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Founder Shares, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 14,375,000 Founder Shares to 5,000,000 Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Shareholders Sponsor until six months after the date earlier of: (i) 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 or earlier ifCombination, subsequent to (x) when the closing price of the Ordinary Shares exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Cantor Equity Partners I, Inc.), Underwriting Agreement (Cantor Equity Partners I, Inc.)
Founder Shares. On In April 20, 2021, the Company issued to Wuren Fubao Inc. Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 245,750,000 of the Company’s Class B ordinary shares, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months the earlier to occur of: (A) one year after the date completion of the consummation Company’s Business Combination; and (B) subsequent to the Company’s Business Combination (x) if the last reported sale price of a the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Company’s Business Combination or earlier if, subsequent to a Business Combination, (y) the date on the Company consummates completes a subsequent liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Endurance Acquisition Corp.), Underwriting Agreement (Endurance Acquisition Corp.)
Founder Shares. On April 20, 2021In July 2019, the Company issued to Wuren Fubao Inc. HC PropTech Partners I LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on 3,881,250 shares of Class B common stock (the “Founder 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 24, 20212019, the Company declared effected a stock dividend of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares there being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain an aggregate of 4,312,500 Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (PropTech Acquisition Corp), Underwriting Agreement (PropTech Acquisition Corp)
Founder Shares. On April 20, In December 2021, the Company issued to Wuren Fubao Inc. ESH Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares for ), an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 8,625,500 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors Class B common stock of the Company for $0.003 per share and $25,000 in the aggregate (the “Independent DirectorsFounder Shares” and, together with the SponsorClass A Common Stock, the “Initial ShareholdersCommon 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 Initial Shareholders Sponsor until six months after the date 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 or earlier ifCombination”), subsequent to a (b) following the consummation of the Business Combination, the Company consummates a subsequent liquidation, mergerlast sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock exchange or other similar transaction dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, and (c) the date following the consummation of the Business Combination which results in all of the Company’s shareholders public stockholder’s having the right to exchange their ordinary shares of Class A 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 in Section 2.21.1 hereinbelow). 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 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 (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company Common Stock (but not including any Placement Shares 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 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. On April 20, In January 2021, the Company issued to Wuren Fubao Inc. Aldel Investors LLC (the “Sponsor”) 1,437,500 Ordinary Shares and FG SPAC Partners LP (“FG”) for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 5,750,000 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company its common stock (the “Independent Directors” and, together with Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Sponsor, the “Initial Shareholders”)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 the Founder Shares may not be sold, assigned or transferred by the initial stockholders until (x) with respect to 50% of the Founder Shares, the earlier of: (i) twelve months after the consummation of the Business Combination; or (ii) the date on which the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after 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 by the Initial Shareholders until six months after on the date of the consummation of following a Business Combination or earlier if, subsequent to a 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 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 in 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. 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 281,250 an aggregate of 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (excluding the shares of Common Stock underlying the Representative’s Units).
Appears in 2 contracts
Samples: Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.)
Founder Shares. On April 20, 2021In July 2020, the Company issued to Wuren Fubao Inc. IG Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 8,625,000 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Class B common stock (the “Independent Directors” andFounder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, together with the Sponsor, as amended (the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (IG Acquisition Corp.), Underwriting Agreement (IG Acquisition Corp.)
Founder Shares. On April 20, 2021, the The Company issued 1,725,000 shares of Common Stock (the “Founder Shares”) to Wuren Fubao Inc. Yocto Investment LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares which 225,000 of which were subject to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until (x) with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a the initial Business Combination and the date on which the closing price of the Common Stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination 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 a the initial Business Combination, the Company consummates complete a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders its stockholders having the right to exchange their ordinary shares 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 in 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 CombinationCombination within the time 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 281,250 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including excluding any shares included in the Placement Shares 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Quetta Acquisition Corp), Underwriting Agreement (Quetta Acquisition Corp)
Founder Shares. On April 20May 17, 20212022, the Company issued 2,875,000 Class B Ordinary Shares, par value $0.0001 per share (the “Founder Shares”) to Wuren Fubao Inc. Mehana Capital LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, 25,000 and on October 24December 22, 20212022, 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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain issued an additional 2,060,622 Founder Shares to the independent directors Sponsor for an aggregate purchase price of the Company (the “Independent Directors” and$206. As such, together with the Sponsoras of December 22, 2022, the “Initial Shareholders”)Sponsor holds an aggregate of 4,935,622 Founder Shares, 643,777 of 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 Initial Shareholders Sponsor until (i) six months after the date of the consummation of a Business Combination Combination, or earlier if, (ii) subsequent to a the completion of the initial Business Combination, (y) the date on which the closing price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the initial Business 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 shareholders stockholders 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 Letter (as defined in 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 CombinationCombination within the time 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 281,250 643,777 Founder Shares) such that the Founder Shares then outstanding will comprise 2030% of the issued and outstanding shares of the Company (but not including excluding (i) any shares included in the Placement Units (as defined below) and (ii) any Representative Shares (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.
Appears in 2 contracts
Samples: Underwriting Agreement (Pono Capital Three, Inc.), Underwriting Agreement (Pono Capital Three, Inc.)
Founder Shares. On April 20, In June 2021, the Company issued to Wuren Fubao Inc. Rose Hill Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors 5,031,250 of the Company Company’s Class B ordinary shares, par value $0.0001 per share (the “Independent Directors” andFounder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, together with the Sponsor, as amended (the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the completion of the consummation of a Company’s Business Combination or earlier if, and (ii) subsequent to a the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their its 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 in 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. 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 281,250 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.9% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Rose Hill Acquisition Corp), Underwriting Agreement (Rose Hill Acquisition Corp)
Founder Shares. On April 20August 22, 20212022, the Company issued to Wuren Fubao Inc. FPA Energy Sponsors LLC (the “Sponsor”) 1,437,500 Ordinary Shares for ), an aggregate consideration of $25,000, and on October 24, 2021, 3,751,875 shares of common stock of the Company declared a dividend of 0.50 shares for each outstanding share, resulting $0.007 per share and $25,000 in 2,156,250 Ordinary Shares being held by the Sponsor aggregate (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date 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 or earlier ifCombination”), subsequent to a (b) following the consummation of the Business Combination, the Company consummates a subsequent liquidation, mergerlast sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock exchange or other similar transaction 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 which results in all of the Company’s shareholders public stockholder’s having the right to exchange their ordinary 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 in Section 2.21.1 hereinbelow). 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 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 (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company Common Stock (but not including any Placement Shares Warrants (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Fpa Energy Acquisition Corp.), Underwriting Agreement (Fpa Energy Acquisition Corp.)
Founder Shares. On April 20, As a result of several transactions commencing in January 2021, as of the Company issued to Wuren Fubao Inc. date hereof, Golden Arrow Sponsor, LLC (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration holds 7,082,500 shares of $25,000, Class B common stock and on October 24, 2021, each of the Company declared a dividend director nominees hold 35,000 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor Class B common stock (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (x) when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for share splits, subsequent to share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Golden Arrow Merger Corp.), Underwriting Agreement (Golden Arrow Merger Corp.)
Founder Shares. On April 20, 2021In July 2020, the Company issued to Wuren Fubao Inc. AHAC Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 242,875,000 shares of the Company’s Class B common stock, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The In July 2020, the Sponsor subsequently transferred certain 25,000 Founder Shares to the independent directors each of the Company Xxxxxxxx X. Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxx X. Xxxxxxxx and Xxxxx Xxx (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersStockholders”)) 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 Initial Shareholders Stockholders until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination Combination, (x) when the closing price of the Common Stock equals or earlier ifexceeds $12.00 per share (as adjusted for stock splits, subsequent to stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Alpha Healthcare Acquisition Corp.), Underwriting Agreement (Alpha Healthcare Acquisition Corp.)
Founder Shares. On April 20, 2021In December 2018, the Company issued to Wuren Fubao Inc. (the “Sponsor”) 1,437,500 Ordinary Shares Xxxx Xxxxxxxxxx for an aggregate consideration of $25,000, and on October 244,312,500 Ordinary Shares (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, 2021as amended (the “Act”). In August 2019, the Company declared effectuated a dividend of 0.50 shares for each outstanding shareshare capitalization pursuant to which the Company issued an additional 718,750 Ordinary Shares, resulting in 2,156,250 Ordinary there being an aggregate of 5,031,250 Founder Shares being held by outstanding. In August 2019, Xx. Xxxxxxxxxx transferred the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company other individuals and entities (the “Independent Directors” and, together with the Sponsor, 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 Initial Shareholders until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Ordinary Shares exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities 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 in Section 2.21.1 herein)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 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 281,250 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Union Acquisition Corp. II), Underwriting Agreement (Union Acquisition Corp. II)
Founder Shares. On April 20June 26, 20212024, the Company issued to Wuren Fubao Inc. an aggregate of 7,665,900 Class B ordinary shares (the “SponsorFounder Shares”) 1,437,500 Ordinary Shares in a private placement exempt from registration under Section 4(a)(2) of the Act, for an aggregate consideration a total subscription price of $25,00025,000 to Plum Partners IV, and on October 24LLC, 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 Delaware limited liability company (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. During July and August 2024, the Sponsor transferred an aggregate of 75,000 Founder Shares to three director nominees of the Company. On December 6, 2024, the Sponsor surrendered 1,915,900 Founder Shares for no consideration, such that the Sponsor and the Company’s three independent director nominees hold an aggregate of 5,750,000 Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Shareholders Sponsor until six months after the date earlier of (A) one (1) year following the completion of the consummation of a Business Combination or earlier if, subsequent to a the completion of the Business Combination, the closing price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one hundred and fifty (150) days after the completion of the Business Combination and (B) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their ordinary shares its 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Public Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Plum Acquisition Corp, IV), Underwriting Agreement (Plum Acquisition Corp, IV)
Founder Shares. On April 20, 2021, the Company issued to Wuren Fubao Inc. Vistas Acquisition Sponsor II LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, 6,325,000 Class B ordinary shares of 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 (collectively, the “Founders Founder Shares”). The On May 27, 2022, the Sponsor subsequently transferred certain surrendered 575,000 Founder Shares to the independent directors of the Company (the “Independent Directors” andfor cancellation for no consideration, together with the Sponsor, the “Initial Shareholders”)resulting in 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 Initial Sponsor Shareholders until six the earlier of: (i) twelve months after following the date consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination Combination, when the closing price of the Ordinary Shares equals or earlier ifexceeds $12.00 per share (as adjusted for share subdivisions, subsequent to share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination, ; or (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s 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 in 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 CombinationCombination within 15 months (or up to 21 months, if applicable) from the closing 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares Ordinary Shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Vistas Acquisition Co II Inc.), Underwriting Agreement (Vistas Acquisition Co II Inc.)
Founder Shares. On April 20, In March 2021, the Company issued to Wuren Fubao Inc. (the “Sponsor”) 1,437,500 Ordinary Shares BEA Holdings, LLC, m2 Enterprises Holdings, LLC and Future Health ESG Associates 1, LLC, for an aggregate consideration of $25,000, and on October 244,312,500 shares of Common Stock in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, 2021as amended (the “Act”). Thereafter, the Company declared sold an additional 1,437,500 shares of Common Stock (together with the 4,312,500 shares, the “Founder Shares”) for a dividend purchase price of 0.50 shares for each outstanding share$8,333, resulting in 2,156,250 Ordinary Shares there being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain an aggregate of 5,750,000 Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsors until six months the earlier of: (i) one year after the date of the consummation of an initial Business Combination and (ii) subsequent to the consummation of an initial Business Combination (x) such time when the closing price of the Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination or earlier if, subsequent to a Business Combination, (y) the date the Company consummates engages in a subsequent transaction involving a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction which that results in all of the Company’s shareholders Public Stockholders having the right to exchange their ordinary 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 in 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. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Future Health ESG Corp.), Underwriting Agreement (Future Health ESG Corp.)
Founder Shares. On April 20, 2021In August 2020, the Company issued to Wuren Fubao Inc. Sarissa Capital Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 245,031,250 Class B ordinary shares, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors , in a private placement exempt from registration under Section 4(a)(2) of the Company Securities Act of 1933, as amended (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination Combination, (x) when the closing price of the Ordinary Shares equals or earlier ifexceeds $12.00 per share (as adjusted for share sub-divisions, subsequent to share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange share exchange, reorganization or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Sarissa Capital Acquisition Corp.), Underwriting Agreement (Sarissa Capital Acquisition Corp.)
Founder Shares. On April 20March 15, 2021, the Company issued to Wuren Fubao Inc. Genesis Unicorn Capital, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 242,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On November 19, 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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain surrendered 718,750 Founder Shares to the independent directors of Company for cancellation for no consideration, resulting in the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)Sponsor and its permitted assignees holding 2,156,250 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 Initial Shareholders Stockholders (as defined below) until the earlier of: (i) six months after following the date consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination or earlier if, subsequent to a Business Combination, (A) when the closing price of the 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 a 30-trading day period; or (B) the date on which the Company consummates completes a subsequent liquidation, merger, stock exchange or other similar transaction which that results in all of the Company’s shareholders stockholders having the right to exchange their ordinary 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 in 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. 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 shares of the Company (but not including any 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Genesis Unicorn Capital Corp.), Underwriting Agreement (Genesis Unicorn Capital Corp.)
Founder Shares. On April 20December 8, 2021, the Company issued to Wuren Fubao Inc. an aggregate of 6,870,130 Class B ordinary shares, par value $0.0001 per share (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $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 (collectively, the “Founders Founder Shares”), for a total subscription price of $25,000 to SLG SPAC Fund LLC, a Delaware limited liability company (“Sponsor”). The On April 1, 2022, the Sponsor subsequently transferred certain a total of 850,000 Founder Shares to the independent directors certain of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)Company’s officers and 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 Initial Shareholders Sponsor until six months after the date earlier of: (A) one (1) year following the completion of the consummation of a Company’s Business Combination or earlier if, and (B) subsequent to a the completion of the Company’s Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination, or (y) the date on which the Company consummates completes a subsequent 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 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 in 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. 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 281,250 448,052 Founder Shares) such that the Founder Shares then outstanding will comprise 2023.0% of the issued and outstanding shares of the Company (but not including any Placement Public Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. Additionally, up to 3,435,065 Founder Shares are subject to forfeiture immediately prior to the closing of the Company’s Business Combination, depending on the amount of the proceeds received under the Forward Purchase Agreement (as defined in Section 2.21.3 hereof) or in the event of our liquidation and subsequent dissolution.
Appears in 2 contracts
Samples: Underwriting Agreement (Spark I Acquisition Corp), Underwriting Agreement (Spark I Acquisition Corp)
Founder Shares. On April 20August 5, 2021, the Company issued to Wuren Fubao Inc. Blue World Holdings Limited (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $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 (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors 2,300,000 of the Company Company’s Class B ordinary shares, par value $0.0001 per share (the “Independent Directors” and, together with the Sponsor, the “Initial ShareholdersFounder 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 Initial Shareholders until the earlier of: (i) six months after following the date consummation of the Business Combination; (ii) subsequent to the consummation of a Business Combination Combination, when the closing price of the Ordinary Shares equals or earlier ifexceeds $12.00 per share (as adjusted for share splits, subsequent to share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (iii) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which after the initial Business Combination, that results in all of the Company’s shareholders stockholders 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 in 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. 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 281,250 300,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) and Representative Shares) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 2 contracts
Samples: Underwriting Agreement (Blue World Acquisition Corp), Underwriting Agreement (Blue World Acquisition Corp)
Founder Shares. On April 20, 2021In July 2020, the Company issued to Wuren Fubao Inc. CFAC Holdings VIII, LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 245,750,000 shares of Class B common stock (the “Founder 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 declared effectuated a dividend of 0.50 shares for each outstanding share1.1-for-1 stock split, resulting in 2,156,250 Ordinary an aggregate of 6,325,000 Founder Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 825,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (but not including any Placement Shares (defined below)).
Appears in 1 contract
Founder Shares. On April 20February 18, 2021, the Company issued to Wuren Fubao Inc. CGA Sponsor 3, LLC, a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 2412,937,500 Class B ordinary shares, par value $0.0001 per share (the “Founder 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 Company declared a dividend Sponsor transferred 50,000 Class B ordinary shares to each of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the completion of the consummation of a Company’s Business Combination or earlier if, and (ii) subsequent to a the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their its 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 in 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. 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 1,687,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 1 contract
Samples: Underwriting Agreement (Corner Growth Acquisition Corp. 3)
Founder Shares. On April 20October 28, 20212020, the Company issued to Wuren Fubao Inc. CGA Sponsor LLC, a Delaware limited liability company (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 248,625,000 Class B ordinary shares, 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 par value $0.0001 per share (collectively, the “Founders Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The In November 2020, the Sponsor subsequently transferred certain Founder Shares 50,000 Class B ordinary shares to each of the independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the completion of the consummation of a Company’s Business Combination or earlier if, and (ii) subsequent to a the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which that results in all of the Company’s shareholders Public Shareholders having the right to exchange their its 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 in 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. 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 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 1 contract
Samples: Underwriting Agreement (Corner Growth Acquisition Corp.)
Founder Shares. On April 20March 8, 20212023, the Company issued to Wuren Fubao Inc. an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Sponsor”) 1,437,500 Ordinary Shares for an aggregate consideration of $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 (collectively, the “Founders Founder Shares”). The Sponsor subsequently transferred certain Founder Shares , for a total subscription price of $25,000 to the independent directors of the Company Inflection Point Holdings II LLC, a Delaware limited liability company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”). 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, each of the Sponsor and the Company’s officers and directors have agreed that none of the Founder Shares may be sold, assigned or transferred by the Initial Shareholders Sponsor until six months after the earlier of: (A) one (1) year following the completion of the Company’s Business Combination and (B) the date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, on which the Company consummates completes a subsequent liquidation, merger, stock share exchange or other similar transaction which after the Business Combination 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, (x) the closing price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the Company consummates a transaction after its initial Business Combination which results in the Company’s 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 in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion Each of the Founder Shares in Sponsor and the event the Company fails Company’s officers and directors have also agreed to consummate a Business Combination. The holders of the Founder Shares shall not have (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate a Business Combination if the Company determines it is desirable to facilitate the completion of the Business Combination; (ii) waive their redemption rights with respect to their Founder SharesShares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association, as may be amended from time to time, of the Company (the “Charter Documents”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company not consummated a Business Combination within (x) the period ending on the date that is 18 months from the closing of the Offering, or such earlier liquidation date as the Company’s board of directors may approve, in which the Company must complete a Business Combination or (y) such other time period in which the Company must complete a Business Combination pursuant to an amendment to the Charter Documents (such period, the “Completion Window”); or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination, except as prohibited by the Regulations. 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 281,250 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding shares of the Company (but not including any Placement Public Shares (as defined below)) after giving effect to the Offering and including exercise, if any, of the Over-allotment Option.
Appears in 1 contract
Samples: Underwriting Agreement (Inflection Point Acquisition Corp. II)
Founder Shares. On April 20, In February 2021, the Company issued to Wuren Fubao Inc. Atlas Crest Investment IV-A LLC (and together with Atlas Crest Investment IV-B LLC, the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 2420,125,000 shares of Class B common stock (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, the Company declared a dividend of 0.50 shares for each outstanding shareour sponsor forfeited 8,625,000 founder shares, resulting in 2,156,250 Ordinary Shares being held by 11,500,000 founder shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Sponsor (collectively, the “Founders purchase of Founder Shares”). The Sponsor subsequently transferred certain Up to 1,500,000 Founder Shares are subject to forfeiture depending on the independent directors of extent to which the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”)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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 1,500,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 1 contract
Samples: Underwriting Agreement (Atlas Crest Investment Corp. IV)
Founder Shares. On April 20, 2021In August 2020, the Company issued to Wuren Fubao Inc. HC PropTech Partners II LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 24, 2021, the Company declared a dividend 5,031,250 shares of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares to the independent directors of the Company Class B common stock (the “Independent Directors” andFounder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, together with the Sponsor, as amended (the “Initial ShareholdersAct”). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 1 contract
Samples: Underwriting Agreement (Proptech Investment Corp. Ii)
Founder Shares. On April 20, In February 2021, the Company issued to Wuren Fubao Inc. Cascadia Acquisition Sponsor LLC (the “Sponsor”) 1,437,500 Ordinary Shares ), for an aggregate consideration of $25,000, and on October 244,312,500 shares of Class B common stock (the “Founder 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 2021, the Company declared a dividend Sponsor transferred 25,000 of 0.50 shares for each outstanding share, resulting in 2,156,250 Ordinary Shares being held by the Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain its Founder Shares to each of the three independent directors of the Company (the “Independent Directors” and, together with the Sponsor, the “Initial Shareholders”75,000 Founder Shares in total). 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 Initial Shareholders Sponsor until six months after the date earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination or earlier ifCombination, subsequent to (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination, ; or (y) the date on which the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s 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 in 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. 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 281,250 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Appears in 1 contract
Samples: Underwriting Agreement (Cascadia Acquisition Corp.)