Common use of Founder Shares Clause in Contracts

Founder Shares. On February 18, 2021, the Company issued to ShiftPixy Investments, Inc. (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder shares (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Act. On March 22, 2021, the Company issued a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed to forfeit such number of Founder Shares (up to 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 18April 20, 2021, the Company issued to ShiftPixy Investments, Wuren Fubao Inc. (the “Sponsor”), ) 1,437,500 Ordinary Shares for an aggregate consideration of $25,000, 4,312,500 founder shares (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Act. On March 22and on October 24, 2021, the Company issued declared a dividend of 0.2 Founder Shares 0.50 shares for every issued and each outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in 2,156,250 Ordinary Shares being held by the total number of Sponsor (collectively, the “Founders Shares”). The Sponsor subsequently transferred certain Founder Shares outstanding from 7,187,500 shares to 4,312,500 sharesthe independent directors of the Company (the “Independent Directors” and, together with the Sponsor holding 3,112,500 Founder Shares and Sponsor, the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option“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 one year 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 281,250 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.

Founder Shares. On February 18, In October 2021, the Company issued to ShiftPixy Investments, Inc. Atlantic Coastal Acquisition Management II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder 7,187,500 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 March 22, 2021, the Company issued a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. The Company has agreed that Apeiron Investment Group will receive 50,000 Founder Shares out of the Sponsor’s Founder Shares at the closing of the Offering as consideration for their provision of advisory services in connection with identifying one or more businesses with which the Company may effectuate its Business Combination. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the last reported sale price of the Common Stock equals or 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 transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 18, In April 2021, the Company issued to ShiftPixy Investments, Inc. Semper Paratus Sponsor LLC (the “Sponsor”), for ) paid an aggregate consideration purchase price of $25,00025,000 to subscribe for 8,625,000 of the Company’s Class B ordinary shares, 4,312,500 founder 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 March 22In May 2021, the Sponsor allocated 25,000 Founder Shares to the Company’s independent director and each of the Company’s independent director nominees, in exchange for the payment of $84, and (ii) 30,000 Founder Shares to the Chief Financial Officer in exchange for the payment of $100 (collectively, the “Allocated Founder Shares”). In August 2021, the Company issued effected a dividend of 0.2 Founder Shares approximately 0.3628 shares for every issued and each outstanding Founder Share resulting in Share, such that the Sponsor holding 5,187,500 owned an aggregate of 11,754,150 Founder Shares. On April 9, In October 2021, the Representative purchased Company effected a dividend of approximately 0.0195 shares for each outstanding Founder Share, such that the Sponsor owned an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 11,983,333 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option). No underwriting discounts, commissions, 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 member of the Company’s management team until the earliest of (A) one year after the completion of the Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 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 Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 1,530,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)). None of the Allocated Founder Shares shall be subject to forfeiture in the event the Underwriters’ over-allotment option is not exercised.

Founder Shares. On February 18, 2021, the Company issued to ShiftPixy Investments, Inc. (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 14,375,000 founder shares (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Act. On March April 22, 2021, the Company issued a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased sold an aggregate of 2,000,000 4,000,000 Founder Shares from Shares, of which 521,739 will be forfeited depending on the Company extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option, to the Representative at a purchase price of approximately $0.003 0.002 per share, resulting in the Sponsor holding 10,375,000 Founder Shares. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 7,262,500 Founder Shares and 800,000 2,800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 14,375,000 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, Representative and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed to forfeit such number of Founder Shares (up to 562,500 562,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 18November 24, 2021, the Company issued to ShiftPixy Investments, Inc. Gxxx Global Sponsor LLC (the “Sponsor”)) paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B ordinary shares, for an aggregate consideration of par value $25,000, 4,312,500 founder shares 0.0001 per share (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Act). On March 22February 8, 20212024, the Company issued a dividend of 0.2 Sponsor surrendered 1,437,500 Founder Shares for every issued and outstanding Founder Share no consideration, resulting in the Sponsor holding 5,187,500 5,750,000 Founder Shares. On April 9June 7, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 20212024, the Sponsor and the Representative forfeited for no consideration 2,075,000 transferred 30,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters each of the Company’s initial public offering exercise three independent directors (an aggregate of 90,000 Founder Shares) at their over-allotment option)original purchase price, resulting in the Sponsor holding 5,660,000 Founder Shares. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion Except as described in the Registration Statement, none of the Founder Shares in the event the Company fails to consummate a Business Combination. The Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to may be entered into sold, assigned or transferred by the Sponsor, the Representative, and Sponsor or the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable independent directors until the earlier to occur of: (A) one year after the completion of the initial Business Combination, Combination and (B) subsequent to the initial Business Combination Combination, (x) if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale closing price of the Company’s common stock Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splitsshare sub-divisions, stock dividendsshare capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. The holders of Founder Shares will be released shall have no right to any liquidating distributions from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders Trust Account with respect to any their Founder SharesShares 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 and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2020.0% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 18March 11, 20212024, the Company issued to ShiftPixy Investments, Inc. (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder 6,060,811 Class B ordinary shares (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Act. On March 22, 2021, the Company issued for a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase total subscription price of approximately $0.003 per share. On August 225,000 to Melar Acquisition Sponsor I LLC, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares Delaware limited liability company (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option“Sponsor”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (A) one (1) year following the completion of the Business Combination or earlier if, subsequent to 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 completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange its Ordinary Shares for cash, securities or other property. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 790,541 Founder Shares) such that the Founder Shares then outstanding will comprise 2026.0% of the issued and outstanding shares of the Company Public Shares after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On In February 18, 2021, the Company issued to ShiftPixy Investments, Inc. Iron Spark I LLC (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder 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 March 22, 2021, the Company issued a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a 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 completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the 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 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 656,250 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.

Founder Shares. On February 18, 2021In September 2019, the Company issued to ShiftPixy InvestmentsCF Finance Holdings II, Inc. LLC (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder 11,500,000 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 22, 2021In June 2020, the Company issued effected a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share 1.3125-for-1 stock split resulting in the Sponsor holding 5,187,500 an aggregate of 15,093,7500 Founder Shares. On April 9, 2021In August 2020, the Representative purchased Sponsor contributed to the capital of the Company for no consideration an aggregate of 2,000,000 718,750 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 an aggregate of 14,375,000 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option)Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (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 transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 1,875,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company 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. On February 18, 2021In March 2019, the Company issued to ShiftPixy Investments, Inc. Xxxxxxxx Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder 8,625,000 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 22, 2021In June 2019, the Company issued effectuated a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased there being an aggregate of 2,000,000 10,062,500 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option)outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (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 transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. The holders holder 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders holder 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 and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 1,312,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 18, 2021In January 2019, the Company issued to ShiftPixy InvestmentsInsurance Acquisition Sponsor II, Inc. LLC (the “SponsorIAS”), for an aggregate consideration of $25,000, 4,312,500 founder 1,000 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 22July 28, 20212020, the Company issued effected a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled6,888.333-for-1 forward stock split, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their overstockholders holding an aggregate of 6,888,333 Founder Shares. In August 2020, IAS transferred an aggregate of 4,860,459 Founder Shares to Dioptra Advisors II, LLC (together with IAS, the “Sponsors”). In September 2020, the Company effected a stock dividend resulting in there being an aggregate of 7,846,667 Founder Shares outstanding (up to 1,000,000 of which are subject to forfeiture to the extent the Over-allotment optionOption is not exercised in full). As a result, the Sponsors hold an aggregate of 7,846,667 Founder Shares as of the 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 earlier of: (i) with respect to 20% of the Founder Shares, the consummation of the Business Combination, (ii) with respect to 20% of the Founder Shares, 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 the Business Combination, (iii) with respect to 20% 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, (iv) with respect to 20% of the Founder Shares, such time when the closing price of the Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (v) with respect to the remaining 20% of the Founder Shares, such time when 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 the Business Combination, the Company engages in a transaction (i) involving a consolidation, merger or other similar transaction resulting in a change in the majority of the Company’s 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 shares for cash or other securities. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed Sponsors will be required to forfeit such number of Founder Shares (up to 562,500 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On February 18, 2021, the Company issued to ShiftPixy Investments, Inc. (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder shares (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Act. .On March Aarch 22, 2021, the Company issued a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 0,003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 2.075.000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares. On October 12, 2021, the Sponsor and the Representative forfeited for no consideration 987,500 Founder Shares and 450,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 4,312,500 shares to 2,875,000 shares, with the Sponsor holding 2,125,000 Founder Shares and the Representative holding 750,000 Founder Shares (of which 156,522 97,826 will be forfeited depending on the extent to which the underwriters of the Company’s Company ’ s initial public offering exercise their over-allotment option). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed to forfeit such number of Founder Shares (up to 562,500 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On In February 18, 2021, the Company issued to ShiftPixy Investments, Inc. Iron Spark I LLC (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder 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 March 22, 2021, the Company issued a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a 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 completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the 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 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 656,250 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 ) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 18Pursuant to the Securities Subscription Agreement, 2021dated September 30, 2021 (the “Securities Subscription Agreement”), the Company issued to ShiftPixy Investments, Inc. (the “Sponsor”), for Sponsor an aggregate consideration of 1,437,500 ordinary shares, par value $25,0000.0001 per share (such shares, 4,312,500 founder shares (as well as the Ordinary Shares issuable upon conversion thereof, where applicable, the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) for an aggregate purchase price of the Act$25,000 in cash. On March 22January 8, 20212022, the Company issued a dividend Sponsor acquired, at no cost, an aggregate of 0.2 287,500 Founder Shares for every issued and outstanding Founder Share Shares, resulting in the Sponsor holding 5,187,500 an aggregate of 1,725,000 Founder Shares. On April 9, 2021, Up to 225,000 shares of the Representative purchased an aggregate of 2,000,000 Sponsor’s Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares are subject to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on forfeiture to the extent to which the underwriters of the Company’s initial public offering Underwriters do not exercise their over-allotment option). No underwriting discounts, commissions, or placement fees have been or will be payable in connection Concurrently with the purchase of Founder Shares. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion closing of the Founder Shares in the event the Company fails to consummate a Business Combination. The Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in fullOffering, the Sponsor and will sell 115,500 Founder Shares to the Representative have agreed to forfeit such or its designees, and simultaneusly with the Option Closing, the Sponsor will sell an additional number of Founder Shares (up to 562,500 Founder Shares) such that the a maximum of 17,325 additional Founder Shares then outstanding will comprise 20% of in the issued and outstanding shares of aggreate), pro rata with the Company after giving effect to the Offering and exercise, if any, percentage of the Over-allotment OptionOption exercised by the Representative (all such shares, collectively, the “Representative’s Shares”) for a purchase price of $2.00 per share. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares, or cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Founder Shares. On In February 18, 2021, the Company issued to ShiftPixy Investments, Inc. 10X Capital SPAC Sponsor III LLC (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder shares 11,672,500 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”). On March 22December 1, 2021, the Company issued a dividend of 0.2 Sponsor surrendered 2,089,167 Founder Shares for every issued and outstanding Founder Share no consideration, resulting in the Sponsor holding 5,187,500 9,583,333 Founder SharesShares as of such date. On April 9January 11, 20212022, the Representative purchased Company effected a share capitalization, resulting in the Sponsor holding an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 10,005,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the consummation of 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 1,305,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On February 18, In January 2021, the Company issued to ShiftPixy Investments, Inc. Altitude Acquisition Holdco LLC II (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder 5,750,000 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. On March 22, 2021, the Company issued a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or 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 transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 18, In October 2021, the Company issued to ShiftPixy Investmentsthe Papaya Growth Opportunity I Sponsor, Inc. LLC (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder 7,452,500 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”). On March 22, In November 2021, the Company issued effected a dividend 1.0102482:1.0000000 split of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in its common stock, and, as a result, the Sponsor holding 5,187,500 owns 7,528,875 Founder Shares. On April 9Except as described in the Registration Statement, 2021, none of the Representative purchased an aggregate of 2,000,000 Founder Shares from may be sold, assigned or transferred by any initial stockholder until the Company at earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a purchase Business Combination, (x) when the closing price of approximately the Common Stock exceeds $0.003 12.00 per share. On August 2share (as adjusted for share splits, 2021share capitalizations, the Sponsor reorganizations, recapitalizations and the Representative forfeited like) for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, 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 cancelled, resulting consummates a transaction which results in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters all of the Company’s initial public offering exercise stockholders having the right to exchange their over-allotment option). No underwriting discountsshares for cash, commissionssecurities, or placement fees have been or will be payable in connection with the purchase of Founder Sharesother property. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the shall have no right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right any liquidating distributions with respect to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all portion of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject event the Company fails to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Sharesconsummate 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 and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 956,250 Founder Shares) such that the Founder Shares then outstanding will comprise 2020.6% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On February 18Pursuant to the Securities Subscription Agreement, 2021dated September 30, 2021 (the “Securities Subscription Agreement”),the Company issued to ShiftPixy Investments, Inc. (the “Sponsor”), for Sponsor an aggregate consideration of 1,437,500 ordinary shares, par value $25,0000.0001 per share (such shares, 4,312,500 founder shares (as well as the Ordinary Shares issuable upon conversion thereof, where applicable, the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) for an aggregate purchase price of the Act$25,000 in cash. On March 22January 8, 20212022, the Company issued a dividend Sponsor acquired, at no cost, an aggregate of 0.2 287,500 Founder Shares for every issued and outstanding Founder Share Shares, resulting in the Sponsor holding 5,187,500 an aggregate of 1,725,000 Founder Shares. On April 9, 2021, Up to 225,000 shares of the Representative purchased an aggregate of 2,000,000 Sponsor’s Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares are subject to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on forfeiture to the extent to which the underwriters of the Company’s initial public offering Underwriters do not exercise their over-allotment option). No underwriting discounts, commissions, or placement fees have been or will be payable in connection Concurrently with the purchase of Founder Shares. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion closing of the Founder Shares in the event the Company fails to consummate a Business Combination. The Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in fullOffering, the Sponsor and will sell 115,500 Founder Shares to the Representative have agreed to forfeit such or its designees, and simultaneusly with the Option Closing, the Sponsor will sell an additional number of Founder Shares (up to 562,500 Founder Shares) such that the a maximum of 17,325 additional Founder Shares then outstanding will comprise 20% of in the issued and outstanding shares of aggreate), pro rata with the Company after giving effect to the Offering and exercise, if any, percentage of the Over-allotment OptionOption exercised by the Representative (all such shares, collectively, the “Representative’s Shares”) for a purchase price of $2.00 per share. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares, or cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Founder Shares. On February 18, 2021, the Company issued to ShiftPixy Investments, Inc. (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder shares (the “Founder Shares”) in a private placement exempt from registration under Section 4(a)(2) of the Act. On March 22, 2021, the Company issued a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares. On October 12, 2021, the Sponsor and the Representative forfeited for no consideration 987,500 Founder Shares and 450,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 4,312,500 shares to 2,875,000 shares, with the Sponsor holding 2,125,000 Founder Shares and the Representative holding 750,000 Founder Shares (of which 156,522 97,826 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed to forfeit such number of Founder Shares (up to 562,500 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On In February 18, 2021, the Company issued to ShiftPixy Investments, Inc. 10X Capital SPAC Sponsor III LLC (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder shares 11,672,500 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. On March 22, 2021, the Company issued a dividend of 0.2 Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) (x) with respect to one-third of such shares, until consummation of the Company’s initial Business Combination, (y) with respect to one-third of such shares, until the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial Business Combination, and (z) with respect to one-third of such shares, until the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 1,250,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On February 18, In January 2021, the Company issued to ShiftPixy Investments, Inc. Fusion Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder 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”). On March 22, In February 2021, the Company issued effected a dividend 1:1.2167 stock split of 0.2 Founder Shares for every issued and outstanding Founder Share the Company’s Class B common stock, resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 10,493,750 Founder Shares (up to 1,368,750 of which 156,522 will be forfeited depending on are subject to forfeiture to the extent to which the underwriters of the Company’s initial public offering exercise their overOver-allotment optionOption 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 until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (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 transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, or other property. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 18, In May 2021, the Company issued to ShiftPixy Investments, Inc. Insight Acquisition Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 4,312,500 founder 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. On March 22”) and on July 29, 2021, the Company issued effected a dividend 1:1.1162791 stock split of 0.2 Founder Shares for every issued and outstanding Founder Share its Class B common stock, resulting in the Sponsor holding 5,187,500 Founder Shares. On April 9, 2021, the Representative purchased an aggregate of 2,000,000 Founder Shares from the Company at a purchase price of approximately $0.003 per share. On August 2, 2021, the Sponsor and the Representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 6,900,000 founder shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares (of which 156,522 will be forfeited depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to 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 transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities, {00976800.DOCX.19} 5 or other property. 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 Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company to be entered into by the Sponsor, the Representative, and the Company’s officers and directors, which provides that the Founder Shares are not transferable or salable until the earlier to occur of: (A) one year after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, our sponsor shall have the right to transfer its ownership in the founder shares at any time to the extent that it determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. In addition, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, all of the Founder Shares will be released from the lock-up (except as described in the Registration Statement). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor and the Representative have agreed will be required to forfeit such number of Founder Shares (up to 562,500 900,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.