Common use of Founder Shares Clause in Contracts

Founder Shares. On February 10, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), purchased 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders until the earlier of: (i) one year following the completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 10As a result of a transaction in March 2020 and a share dividend in June 2020, 2021as of the date hereof, HCM Investor Holdings, LLCMalacca Straits Management Company Limited, a Delaware BVI business company with limited liability company (the “Sponsor”), purchased 7,187,500 holds 3,593,750 Class B ordinary shares, par value $0.0001 per share shares (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (xiii) if when the closing price of the Company’s Class A ordinary shares Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssubdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s shareholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 468,750 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 10, In January 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to AHAC Sponsor III LLC (the “Sponsor”), purchased 7,187,500 for an aggregate consideration of $25,000, 4,312,500 shares of the Company’s Class B ordinary sharescommon stock, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Stockholders until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.22.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 10March 1, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to Alpine Acquisition Sponsor LLC (the “Sponsor”), purchased 7,187,500 Class B ordinary sharesfor an aggregate consideration of $25,000, par value $0.0001 per share (4,312,500 shares of Common Stock. In June 2021, the “Founder Shares”)Sponsor contributed an aggregate of 1,437,500 shares of Common Stock to the Company’s capital for no consideration, for $25,000 from resulting in the Company in a private placement intended to be exempt from registration under Section 4(a)(2) Sponsor holding an aggregate of the Securities Act 2,875,000 shares of 1933, as amended (the “Act”)Common Stock. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year six months following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company completes a liquidation, merger, share stock exchange or other similar transaction after the initial Business Combination, that results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 10In October 2020, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to GX Sponsor II LLC (the “Sponsor”), purchased 7,187,500 for an aggregate consideration of $25,000, 10,062,500 shares of Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), for $25,000 from the Company ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In February 2021, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 Founder Shares, resulting in there being an aggregate of 8,625,000 Founder Shares outstanding. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 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 10, In June 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to the Sponsor (the “Sponsor”defined below), purchased 7,187,500 for an aggregate consideration of $25,000, 4,598,750 shares of Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), for $25,000 from the Company ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discountsIn September 2021, commissions or placement fees have been or will be payable in connection with the purchase of Company effected a 0.0174775754 for 1 stock dividend for each Founder Share outstanding, and, as a result, the Sponsor holds 4,679,125 Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders initial stockholder until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, Phoenix Biotech Sponsor LLC (the Sponsor “Sponsor”) will be required to forfeit such number of Founder Shares (up to 937,500 592,875 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 (including any Placement Shares (defined below)).

Founder Shares. On February 10As a result of several transactions commencing in June 2019 and August 2019, 2021as of the date hereof, HCM Investor Holdings, LLC, a Delaware limited liability company New Providence Management LLC (the “Sponsor”), purchased 7,187,500 ) holds 5,710,000 shares of Class B ordinary sharescommon stock and certain officers and director nominees of the Company hold an aggregate of 40,000 shares of Class B common stock (collectively, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 750,000 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 10, In January 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to Sierra Lake Sponsor LLC (the “Sponsor”), purchased 7,187,500 for an aggregate consideration of $25,000, 8,625,000 shares of the Company’s Class B ordinary sharescommon stock, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 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 10May 25, 20212023, HCM Investor Holdings, LLC, a Delaware limited liability company 1,437,500 Ordinary Shares were issued to Aimei Investment Ltd (the “Sponsor”), purchased 7,187,500 Class B ordinary shares, par value $0.0001 per share ) pursuant to a securities subscription agreement (the “Founder Shares”). Subsequently, for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) on May 25, 2023, an aggregate of 152,000 of the Securities Act Founder Shares were transferred to directors of 1933, as amended the company (the “ActIndependent Directors” and, together with the Sponsor, the “Initial Shareholders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders until six months after the earlier of: (i) one year following the completion date of the Company’s consummation of a Business Combination and (ii) or earlier if, subsequent to the completion of the Company’s a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company completes consummates a subsequent liquidation, merger, share stock exchange or other similar transaction that which results in all of the Public Shareholders Company’s shareholders having the right to exchange its their ordinary shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (excluding any Representative Shares).

Founder Shares. On February 10In December 2020, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to Pine Technology Sponsor LLC (the “Sponsor”), purchased 7,187,500 for an aggregate consideration of $25,000, 8,625,000 shares of the Company’s Class B ordinary sharescommon stock, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share stock capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 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 10March 8, 20212023, HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), purchased 7,187,500 Company issued an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 from to Inflection Point Holdings II LLC, a Delaware limited liability company (“Sponsor”). On May 24, 2023, the Company effected a share capitalization, resulting in a private placement intended to be exempt from registration under Section 4(a)(2) the Sponsor holding an aggregate of the Securities Act of 1933, as amended (the “Act”)6,325,000 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, each of the Sponsor and the Company’s officers and directors have agreed that none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (iA) one (1) year following the completion of the Company’s Business Combination and (iiB) subsequent to the completion date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the Business Combination that results in all of the Company’s Business CombinationPublic Shareholders having the right to exchange its ordinary shares for cash, securities or other property. Notwithstanding the foregoing, the Founder Shares (or Ordinary Shares issuable upon conversion thereof) will be released from the lock-up if, (x) if the closing price of the Company’s Class A ordinary shares Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationsdividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on Company consummates a transaction after its initial Business Combination which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders Company’s shareholders having the right to exchange its ordinary their shares for cash, securities securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion Each of the Founder Shares in Sponsor and the event the Company fails Company’s officers and directors have also agreed to consummate a Business Combination. The holders of the Founder Shares shall not have (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate a Business Combination if the Company determines it is desirable to facilitate the completion of the Business Combination; (ii) waive their redemption rights with respect to their Founder SharesShares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association, as may be amended from time to time, of the Company (the “Charter Documents”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company not consummated a Business Combination within (x) the period ending on the date that is 18 months from the closing of the Offering, or such earlier liquidation date as the Company’s board of directors may approve, in which the Company must complete a Business Combination or (y) such other time period in which the Company must complete a Business Combination pursuant to an amendment to the Charter Documents (such period, the “Completion Window”); or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination, except as prohibited by the Regulations. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 825,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025.0% of the issued and outstanding shares of the Company Public Shares after giving effect to the Offering and including exercise, if any, of the Over-allotment Option.

Founder Shares. On February 10, In April 2021, HCM Investor Holdings, LLC, a Delaware limited liability company EVe Mobility Sponsor LLC (the “Sponsor”), purchased ) paid an aggregate purchase price of $25,000 to subscribe for 7,187,500 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In September 2021, the Company effected a share capitalization with respect to its Class B ordinary shares, resulting in the Sponsor holding an aggregate of 9,583,333 Founder Shares. In September 2021, the Sponsor forfeited 1,916,666 Founder Shares for cancellation, resulting in the Sponsor holding an aggregate of 7,666,667 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none (a) one-third of the Founder Shares may will not be soldtransferred, assigned or transferred by any sold until the consummation of the Initial Shareholders Company’s initial Business Combination and (b) the remaining two-thirds of the Founder Shares (the “Restricted Founder Shares”) will not be transferred, assigned or sold until the earlier to occur of: (iI) with respect to one year following half of the Restricted Founder Shares: (A) two years after the completion of the Company’s initial Business Combination Combination; and (iiB) subsequent to the completion of the Company’s initial Business Combination, Combination (x) if the closing last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizationsdividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s initial Business Combination, Combination or (y) the date on which the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange its their ordinary shares for cash, securities or other property and (II) with respect to the other half of the Restricted Founder Shares: (A) two years after the completion of the Company’s initial Business Combination; and (B) subsequent to the Company’s initial Business Combination (x) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $13.50 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization 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 shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (not including any Placement Shares (defined below)).

Founder Shares. On February 10In September 2020, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to Forest Road Acquisition Sponsor LLC (the “Sponsor”), purchased for an aggregate consideration of $25,000, 7,187,500 shares of Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), for $25,000 from the Company ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February 10As a result of several transactions commencing in June 2019, 2021October 2019 and November 2019, HCM Investor Holdingsas of the date hereof, Alussa Energy Sponsor LLC, a Delaware limited liability company (the “Sponsor”), purchased holds 7,187,500 Class B ordinary shares, par value $0.0001 per share shares (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s shareholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On February As a result of a transaction on December 10, 20212020, HCM Investor Holdingsas of the date hereof, Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), purchased 7,187,500 holds 5,750,000 shares of Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”). In January 2021, for $25,000 from the Sponsor transferred 50,000 Founder Shares to Xxxxx Xxxxxxx and 40,000 Founder Shares to each of Xxxxxxxx Xxxxxxx, Xx. and Xxxxxxx Xxxxxxx at their original per-share purchase price. On February 11, 2021, the Company consummated a recapitalization of its issued and outstanding Founder Shares pursuant to which each issued and outstanding Founder Share converted into one and one-tenth issued and outstanding Founder Share, resulting in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)6,325,000 Founder Shares outstanding. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (xiii) if when the closing price of the Company’s shares of Class A ordinary shares common stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 20-trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange stock exchange, reorganization or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder SharesShares prior to or in connection with the consummation of a Business Combination. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 750,000 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 10In September 2020, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to 7GC & Co. Holdings LLC (the “Sponsor”), purchased 7,187,500 for an aggregate consideration of $25,000, 5,031,250 shares of Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), for $25,000 from the Company ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 1, 2020, the Sponsor transferred 25,000 Founder Shares to each of Messrs. Xxxxx, Xxxxxxxxx and Xxxxx, and Xx. Xxxxxxxx, four of the Company’s director nominees. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 656,250 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 10, In January 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to Aldel Investors LLC (the “Sponsor”)) and FG SPAC Partners LP (“FG”) for an aggregate consideration of $25,000, purchased 7,187,500 Class B ordinary shares, par value $0.0001 per share 5,750,000 shares of its common stock (the “Founder Shares”), for $25,000 from the Company ) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In January 2021, the Sponsor transferred an aggregate of 175,000 Founder Shares to members of the Company’s management and board of directors (such individuals, together with the Sponsor, are referred to herein as the “initial stockholders”). On March 25, 2021, the Sponsor and FG forfeited to the Company for no consideration an aggregate of 2,875,000 Founder Shares, which the Company canceled, resulting in a decrease in the total number of Founder Shares outstanding from 5,750,000 shares to 2,875,000 shares. Except as described in the Registration Statement, none the Founder Shares may not be sold, assigned or transferred by the initial stockholders until (x) with respect to 50% of the Founder Shares, the earlier of: (i) twelve months after the consummation of the Business Combination; or (ii) the date on which the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30- trading day period commencing after the consummation of the Business Combination; and (y) with respect to the remaining 50% of the Founder Shares, twelve months after the consummation of the Business Combination, provided that all of the Founder Shares may be sold, assigned or transferred by any of on the Initial Shareholders until the earlier of: (i) one year date following the completion of the Company’s a Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required has agreed to forfeit such number of Founder Shares (up to 937,500 375,000 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 OptionOption (excluding the shares of Common Stock underlying the Representative’s Units).

Founder Shares. On February 10October 28, 20212020, HCM Investor Holdings, the Company issued to CGA Sponsor LLC, a Delaware limited liability company (the “Sponsor”), purchased 7,187,500 for an aggregate consideration of $25,000, 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In November 2020, the Sponsor transferred 50,000 Class B ordinary shares to each of the independent directors of the Company. On December 16, 2020, the Company effected a share capitalization of 1,437,500 shares, resulting in an aggregate of 10,062,500 shares of Class B common stock outstanding. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion of the Company’s Business Combination and (ii) subsequent to the completion of the Company’s Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of the Company’s Business Combination, or (y) the date on which the Company 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 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 10In December 2015, 2021, HCM Investor Holdings, LLC, a Delaware limited liability company the Company issued to Lagniappe Ventures LLC (the “Sponsor”), purchased 7,187,500 Class B ordinary sharesfor an aggregate consideration of $25,000, par value $0.0001 per share 4,312,500 shares of Common Stock (the “Founder Shares”), for $25,000 from ) (including 60,000 shares sold to the Company Company’s independent director nominees in December 2017 and including up to 562,500 shares which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares equals or Common Stock exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 562,500 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 10As a result of several transactions commencing in December 2020, 2021as of the Closing Date, HCM Investor HoldingsBet on America, LLC, a Delaware limited liability company LLC (the “Sponsor”), purchased 7,187,500 ) holds 5,600,000 shares of Class B ordinary sharescommon stock and certain director nominees and advisors of the Company hold an aggregate of 150,000 shares of Class B common stock (collectively, par value $0.0001 per share (the “Founder Shares”), for $25,000 from the Company in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any of the Initial Shareholders Sponsor until the earlier of: (i) one year following the completion consummation of the Company’s Business Combination and Combination; or (ii) subsequent to the completion consummation of the Company’s a Business Combination, (x) if when the closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (y) the date on which the Company completes consummates a liquidation, merger, share exchange or other similar transaction that which results in all of the Public Shareholders Company’s stockholders having the right to exchange its ordinary their shares for cash, securities 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 937,500 750,000 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.