Common use of Founder Shares Clause in Contracts

Founder Shares. The Company issued 1,983,750 Class B ordinary shares, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management LLC (the “Sponsor”), for an aggregate consideration of $25,000, of which 258,750 of which were subject to forfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial Business Combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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 initial Business Combination or (2) if the Company complete a transaction after the initial Business Combination which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider 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 Combination 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 258,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding any shares included in the Placement 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.

Founder Shares. The In September 2020, the Company issued 1,983,750 Class B ordinary sharesto Healthcare Capital Sponsor, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of which 258,750 Class B common stock (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of which were subject to forfeiturethe Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is until the earlier of of: (Ai) six months after one year following the completion consummation of the Company’s initial Business Combination Combination; or (Bii) subsequent to the date on which we complete consummation of a liquidationBusiness Combination, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of (x) when the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for stock share splits, stock share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination Combination; or (2y) if the date on which the Company complete consummates a transaction after the initial Business Combination which results in all of the shareholders Company’s stockholders having the right to exchange their shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider 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 Combination within the time frame provided in the Prospectus (as defined below)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 258,750 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding any shares included in the Placement 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.

Founder Shares. The In October 2021, the Company issued 1,983,750 Class B ordinary sharesto the Papaya Growth Opportunity I Sponsor, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management LLC (the “Sponsor”), for an aggregate consideration of $25,000, 7,452,500 shares of which 258,750 of which were subject to forfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares 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 effected a 1.0102482:1.0000000 split of its common stock, and, as a result, the Sponsor 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 the Sponsor for a time period ending on the date that is any initial stockholder until the earlier of of: (Ai) six months after one year following the completion consummation of the Company’s initial Business Combination Combination; or (Bii) subsequent to the date on which we complete consummation of a liquidationBusiness Combination, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of (x) when the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for stock share splits, stock share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination Combination; or (2y) if the date on which the Company complete consummates a transaction after the initial Business Combination which results in all of the shareholders Company’s stockholders having the right to exchange their shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider 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 Combination within Combination. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the time frame provided Founder Shares in the Prospectus (as defined below)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 258,750 956,250 Founder Shares) such that the Founder Shares then outstanding will comprise 2020.6% of the issued and outstanding shares of the Company (excluding any shares included in the Placement 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 OptionOption (including any Placement Shares (defined below)).

Founder Shares. The In September 2020, the Company issued 1,983,750 Class B ordinary sharesto Xxxxxxx Capital, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of which 258,750 the Company’s Common Stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of which were subject to forfeiturethe Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is Initial Stockholders until the earlier of of: (Ai) six months after one year following the completion consummation of the Company’s initial Business Combination Combination; or (Bii) subsequent to the date on which we complete consummation of a liquidationBusiness Combination, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of (x) when the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination Combination; or (2y) if the date on which the Company complete completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination which that results in all of the shareholders Company’s stockholders having the right to exchange their 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 Letter Letters (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 Combination within the time frame provided in the Prospectus (as defined below)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 258,750 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding but not including any shares included in the Placement Units 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.

Founder Shares. The On October 6, 2021, the Company issued 1,983,750 Class B ordinary sharesto Monterrey Acquisition Sponsor, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management LLC (the “Sponsor”), for an aggregate consideration of $25,000, 2,875,000 shares of which 258,750 of which the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) and on May 10, 2022, the Sponsor forfeited 575,000 Founder Shares and on May 10, 2022, 575,000 Founder Shares were subject to forfeiturecancelled. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is Initial Stockholder until the earlier of of: (Ai) six months after 180 days following the completion consummation of the Company’s initial Business Combination or Combination; (Bii) subsequent to the date on which we complete consummation of a liquidationBusiness Combination, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of when the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination Combination; or (2iii) if the date on which the Company complete completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination which that results in all of the shareholders Company’s stockholders having the right to exchange their 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 Letter Letters (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 Combination within twelve (12) months (or up to eighteen (18) months, if applicable) from the time frame provided in Closing Date of the Prospectus (as defined below)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 258,750 300,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding but not including any shares included in the Placement Units Representative’s Shares (as defined below) and assuming the Sponsor does not purchase any Units in this Offeringor Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. The In February 2021, the Company issued 1,983,750 Class B ordinary shares, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management Iron Spark I LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 shares of which 258,750 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 which were subject to forfeiturethe Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is Initial Stockholders until the earlier of of: (Ai) six months after one year following the completion consummation of the Company’s initial Business Combination Combination; or (Bii) subsequent to the date on which we complete consummation of a liquidationBusiness Combination, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of (x) when the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination Combination; or (2y) if the date on which the Company complete completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination which that results in all of the shareholders Company’s stockholders having the right to exchange their 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 Letter Letters (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 Combination within the time frame provided in the Prospectus (as defined below)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 258,750 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding but not including any shares included in the Placement Units (as defined below) and assuming the Sponsor does not purchase any Units in this OfferingShares ) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. The On January 13, 2022, the Company issued 1,983,750 Class B ordinary sharesto CO2 Energy Transition, par value $0.0001(the “Class B Ordinary Shares”LLC, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management LLC a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of $25,000, 3,593,750 shares of which 258,750 the Common Stock (the “Founder Shares”). On October 10, 2022, the Sponsor amended and restated the subscription agreement to provide for a subscription of which were subject 2,300,000 shares of the Common Stock. On December 28, 2022, the Sponsor further amended and restated the subscription agreement to forfeitureprovide for a subscription of 3,066,667 shares of the Common Stock. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is Initial Stockholders until the earlier to occur of (Ai) six months one (1) year after the completion of the Company’s initial Business Combination or (Bii) after the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up (x) if (1) the last reported sale price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred fifty (150) days after the initial Business Combination or (2y) if the date on which the Company complete completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination which that results in all of the shareholders Company’s stockholders having the right to exchange their 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 Letter Letters (as defined in Section 2.21.1 hereinhereof). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within twelve (12) months (or up to eighteen (18) months, if applicable) from the time frame provided in closing of the Prospectus (as defined below)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 258,750 400,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (excluding but not including any shares included in the Placement Units Shares (as defined below) and assuming the Sponsor does not purchase or any Units in this OfferingRepresentative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. The Company issued 1,983,750 Class B ordinary shares, par value $0.0001(the “Class B Ordinary Shares”, together with to its initial stockholders (the “Class A Ordinary Shares”, the “Ordinary SharesInitial Stockholders”) to Black Hawk Management which includes Namaste World Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share, which number was reduced to 2,875,000 shares were returned to the Company for cancellation (the “Founder Shares”) of which 258,750 375,000 of which were are subject to forfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on Initial Stockholders until (i) one year after the date that is the earlier of (A) six months after the completion of the Company’s consummation of a Business Combination, or (ii) subsequent to the initial Business Combination or (B) Combination, the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations reorganizations and other similar transactionsrecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination Combination, or (2) earlier, if the Company complete consummates a subsequent liquidation, merger, stock exchange or other similar transaction after the initial Business Combination which results in all of the shareholders Company’s stockholders having the right to exchange their shares common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider 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 Combination 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 258,750 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding any shares included in the Placement 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.

Founder Shares. The On June 18, 2024, the Company issued 1,983,750 an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001(the “Class B Ordinary Shares”, together with shares (the “Class A Ordinary Shares”, the “Ordinary 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 Black Hawk Management LLC DynamixCore Holdings, LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of $25,000, of which 258,750 of which were subject to forfeiture. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is until the earlier of (A) six months after one (1) year following the completion of the Business Combination and (B) subsequent to the completion of the Business Combination, (x) if the closing price of the Company’s initial 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 Combination, or (By) the date on which we complete the Company completes a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction after our initial Business Combination that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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 initial Business Combination or (2) if the Company complete a transaction after the initial Business Combination which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider 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 Combination within the time frame provided in the Prospectus (as defined below)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 258,750 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding shares of the Company (excluding any shares included in the Placement Units (as defined below) and assuming the Sponsor does not purchase any Units in this Offering) Public Shares after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. The In January 2020, the Company issued 1,983,750 Class B ordinary sharesto CFAC Holdings IV, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management LLC (the “Sponsor”), for an aggregate consideration of $25,000, 11,500,000 shares of which 258,750 Class B common stock (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of which were subject the Securities Act of 1933, as amended (the “Act”). On September 23, 2020, the Company effectuated a 1.25-for-1 stock split. In November 2020, the Sponsor forfeited to forfeiturethe Company, at no cost, an aggregate of 2,875,000 Founder Shares, resulting in there being an aggregate of 11,500,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is until the earlier of of: (Ai) six months after one year following the completion consummation of the Company’s initial Business Combination Combination; or (Bii) subsequent to the date on which we complete consummation of a liquidationBusiness Combination, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of (x) when the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for stock share splits, stock share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination Combination; or (2y) if the date on which the Company complete consummates a transaction after the initial Business Combination which results in all of the shareholders Company’s stockholders having the right to exchange their shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider 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 Combination within the time frame provided in the Prospectus (as defined below)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 258,750 1,500,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding any shares included in the Placement 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 OptionOption (but not including any Placement Shares (defined below)).

Founder Shares. The On June 10, 2021, the Company issued 1,983,750 Class B ordinary shares, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management Xxxxxx Park Sponsor Group I LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 shares of which 258,750 of which were subject to forfeiturethe Company’s Class B Common Stock, par value $0.0001 per share (the “Founder Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is until the earlier of of: (Ai) six months after one year following the completion consummation of the Company’s initial Business Combination or Combination; (Bii) when the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination or Combination; and (2iii) if the date on which the Company complete completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination which Combination, that results in all of the shareholders Company’s stockholders having the right to exchange their 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 Letter Letters (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 Combination within the time frame provided in the Prospectus (as defined below)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 258,750 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding but not including any shares included in the Placement Units 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.

Founder Shares. The In September 2019, the Company issued 1,983,750 Class B ordinary sharesto CF Finance Holdings II, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management LLC (the “Sponsor”), for an aggregate consideration of $25,000, 11,500,000 shares of which 258,750 Class B common stock (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of which were subject the Securities Act of 1933, as amended (the “Act”). In June 2020, the Company effected a 1.3125-for-1 stock split resulting in the Sponsor holding an aggregate of 15,093,7500 Founder Shares. In August 2020, the Sponsor contributed to forfeiturethe capital of the Company for no consideration an aggregate of 718,750 Founder Shares resulting in the Sponsor holding an aggregate of 14,375,000 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is until the earlier of of: (Ai) six months after one year following the completion consummation of the Company’s initial Business Combination Combination; or (Bii) subsequent to the date on which we complete consummation of a liquidationBusiness Combination, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of (x) when the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for stock share splits, stock share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination Combination; or (2y) if the date on which the Company complete consummates a transaction after the initial Business Combination which results in all of the shareholders Company’s stockholders having the right to exchange their shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider 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 Combination within the time frame provided in the Prospectus (as defined below)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 258,750 1,875,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding any shares included in the Placement 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 OptionOption (but not including any Placement Shares (defined below)).

Founder Shares. The In September 2021, the Company issued 1,983,750 Class B ordinary shares, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management Jupiter Wellness Sponsor LLC (the “Sponsor”), for an aggregate consideration of 2,875,000 shares of Class B common stock of the Company for $25,0000.017 per share and $50,000 in the aggregate (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of which 258,750 the Securities Act of which were subject to forfeiture1933, as amended (the “Act”). On the date of this Agreement, the Company effected a stock dividend of 0.2 shares of Class B common stock for each outstanding share of Class B common stock (the “Dividend”), resulting in there being an aggregate of 3,450,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is until the earlier of (Aa) six months after one year following the completion consummation of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”), (b) following the consummation of the Company’s initial Business Combination or (B) the date on which we complete a liquidationbusiness combination, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and other similar transactionsthe 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 or (2) if business combination on which the Company complete consummates a liquidation, merger, stock exchange or similar transaction after the initial Business Combination which results in all of the shareholders Company’s public stockholder’s having the right to exchange their 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 Letter Letters (as defined in Section 2.21.1 hereinbelow). 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 the Business Combination within the time frame provided in the Prospectus (as defined below)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 258,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company Common Stock (excluding but not including any shares included in the Private Placement Units Securities (as defined below) and assuming the Sponsor does not purchase any Units in this Offering)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into 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.

Founder Shares. The In February 2021, the Company issued 1,983,750 Class B ordinary shares, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management Iron Spark I LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 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”). On the date hereof, the Sponsor delivered an executed surrender letter (the “Surrender Letter”) to the Company, pursuant to which 258,750 the Sponsor surrendered, for no consideration, 718,750 Founder Shares, resulting in an aggregate of which were subject to forfeiture4,312,500 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is Initial Stockholders until the earlier of of: (Ai) six months after one year following the completion consummation of the Company’s initial Business Combination Combination; or (Bii) subsequent to the date on which we complete consummation of a liquidationBusiness Combination, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of (x) when the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination Combination; or (2y) if the date on which the Company complete completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination which that results in all of the shareholders Company’s stockholders having the right to exchange their 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 Letter Letters (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 Combination within the time frame provided in the Prospectus (as defined below)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 258,750 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding but not including any shares included in the Placement Units (as defined below) and assuming the Sponsor does not purchase any Units in this OfferingShares ) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. The Company issued 1,983,750 1,725,000 Class B ordinary shares, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management LLC (the “Sponsor”), for an aggregate consideration of $25,000, of which 258,750 225,000 of which were subject to forfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial Business Combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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 initial Business Combination or (2) if the Company complete a transaction after the initial Business Combination which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider 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 Combination 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 258,750 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding any shares included in the Placement 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.

Founder Shares. The In February 2021, the Company issued 1,983,750 Class B ordinary shares, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management Iron Spark I LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,031,250 shares of which 258,750 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 which were subject to forfeiturethe Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is Initial Stockholders until the earlier of of: (Ai) six months after one year following the completion consummation of the Company’s initial Business Combination Combination; or (Bii) subsequent to the date on which we complete consummation of a liquidationBusiness Combination, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of (x) when the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizationsdividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination Combination; or (2y) if the date on which the Company complete completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination which that results in all of the shareholders Company’s stockholders having the right to exchange their 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 Letter Letters (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 Combination within the time frame provided in the Prospectus (as defined below)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 258,750 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding but not including any shares included in the Placement Units 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.

Founder Shares. The In January 2021, the Company issued 1,983,750 Class B ordinary shares, par value $0.0001(the “Class B Ordinary Shares”, together with the “Class A Ordinary Shares”, the “Ordinary Shares”) to Black Hawk Management Fusion Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 8,625,000 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 February 2021, the Company effected a 1:1.2167 stock split of the Company’s Class B common stock, resulting in the Sponsor holding an aggregate of 10,493,750 Founder Shares (up to 1,368,750 of which 258,750 of which were are subject to forfeitureforfeiture to the extent 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 1,725,000 Class B Ordinary Shares (the “Founder Shares”). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor for a time period ending on the date that is until the earlier of of: (Ai) six months after one year following the completion consummation of the Company’s initial Business Combination Combination; or (Bii) subsequent to the date on which we complete consummation of a liquidationBusiness Combination, merger, stock exchange or other similar transaction after our initial Business Combination that results in all of (x) when the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, any Class A ordinary shares converted from such Founder Shares will be released from the lock-up if (1) the last reported sale closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination Combination; or (2y) if the date on which the Company complete consummates a transaction after the initial Business Combination which results in all of the shareholders Company’s stockholders having the right to exchange their shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider 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 Combination within the time frame provided in the Prospectus (as defined below)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 258,750 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (excluding any shares included in the Placement 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.