Common use of Founder Shares Clause in Contracts

Founder Shares. In November, 2020, the Company issued to FTAC Athena Sponsor, LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for aggregate consideration of $25,000, 7,873,333 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, 2021, the Company effected a share capitalization, resulting in the Company’s initial shareholders holding an aggregate of 8,653,333 founder shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor: (i) with respect to 25% of such shares, until completion of the Company’s Business Combination, (ii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, (iii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination or earlier, in any case, if, following a business combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its shareholders 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,100,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)).

Founder Shares. In November, 2020February 2021, the Company issued to FTAC Athena Sponsor, LLC the Sponsors (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”defined below), for an aggregate consideration of $25,000, 7,873,333 8,653,333 shares of the Company’s Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, May 2021, the Company effected a share capitalization0.001155625 dividend, resulting in the Company’s initial shareholders Sponsors holding an aggregate of 8,653,333 founder shares8,663,333 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 Sponsorearlier of: (i) with respect to 25% of such sharesthe Founder Shares, until completion the consummation of the Company’s Business Combination, (ii) with respect to 25% of such sharesthe Founder Shares, until the closing price of the Company’s Class A ordinary shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, (iii) with respect to 25% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, and (iv) with respect to 25% of such shares, shares until the closing price of the Company’s Class A ordinary shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination or earlier, earlier in any case, if, following a business combinationsubsequent to the Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange merger or other similar transaction that results resulting in all a change in the majority of its shareholders 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, 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, FinTech Investor Holdings VI, LLC and FinTech Masala Advisors VI, LLC (collectively, the Sponsor “Sponsors”) will be required to forfeit such number of Founder Shares (up to 1,100,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)).

Founder Shares. In NovemberApril 2021, 2020, the Company issued to FTAC Athena Sponsor, EVe Mobility Sponsor LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for ) paid an aggregate consideration purchase price of $25,000, 7,873,333 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”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In JanuarySeptember 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. On December 14, 2021, the Company effected a share capitalizationcapitalization with respect to its Class B ordinary shares, resulting in the Company’s initial shareholders Sponsor holding an aggregate of 8,653,333 founder shares8,433,333 Founder Shares. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none (a) one-third of the Founder Shares may will not be soldtransferred, assigned or transferred by sold until the Sponsorconsummation of the 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 25% one half of such shares, until the Restricted Founder Shares: (A) two years after the completion of the Company’s initial Business Combination, ; and (iiB) with respect subsequent to 25% of such shares, until the closing Company’s initial Business Combination (x) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within a any 30-trading day period following commencing at least 150 days after the Company’s 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 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 (iiiB) with respect subsequent to 25% of such shares, until the closing 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 a any 30-trading day period following commencing at least 150 days after our initial business combination or (y) the completion of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination or earlier, in any case, if, following a business combination, date on which the Company completes a liquidation, merger, capital stock exchange share exchange, reorganization or other similar transaction that results in all of its shareholders 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 1,100,000 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% 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 (not including any Placement Shares (defined below)).

Founder Shares. In November, 2020February 2021, the Company issued to FTAC Athena Sponsor, LLC the Sponsors (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”defined below), for an aggregate consideration of $25,000, 7,873,333 8,653,333 shares of the Company’s Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, 2021, the Company effected a share capitalization, resulting in the Company’s initial shareholders holding an aggregate of 8,653,333 founder shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any initial stockholder until the Sponsorearlier of: (i) with respect to 25% of such sharesthe Founder Shares, until completion the consummation of the Company’s Business Combination, (ii) with respect to 25% of such sharesthe Founder Shares, until the closing price of the Company’s Class A ordinary shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, (iii) with respect to 25% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, and (iv) with respect to 25% of such shares, shares until the closing price of the Company’s Class A ordinary shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination or earlier, earlier in any case, if, following a business combinationsubsequent to the Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange merger or other similar transaction that results resulting in all a change in the majority of its shareholders 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, 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, FinTech Investor Holdings VI, LLC and FinTech Masala Advisors VI, LLC (collectively, the Sponsor “Sponsors”) will be required to forfeit such number of Founder Shares (up to 1,100,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)).

Founder Shares. In November, 2020January 2019, the Company issued to FTAC Athena SponsorInsurance Acquisition Sponsor II, LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “SponsorsIAS”), for an aggregate consideration of $25,000, 7,873,333 1,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In JanuaryOn July 28, 20212020, the Company effected a share capitalization6,888.333-for-1 forward stock split, resulting in the Company’s initial shareholders stockholders holding an aggregate of 8,653,333 founder shares6,888,333 Founder Shares. In August 2020, IAS transferred an aggregate of 5,018,333 Founder Shares to Dioptra Advisors II, LLC (together with IAS, the “Sponsors”). As a result, the Sponsors hold an aggregate of 6,888,333 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 Sponsorearlier of: (i) with respect to 2520% of such sharesthe Founder Shares, until completion the consummation of the Company’s Business Combination, (ii) with respect to 2520% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, (iii) with respect to 2520% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, and (iv) with respect to 2520% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares 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 completion consummation of the Company’s Business Combination or earlier, earlier in any case, if, following a business combinationsubsequent to the Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange merger or other similar transaction that results resulting in all a change in the majority of its shareholders 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, securities cash or other propertysecurities. 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 Sponsors will be required to forfeit such number of Founder Shares (up to 1,100,000 875,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)).

Founder Shares. In November, 2020January 2021, the Company issued to FTAC Athena Sponsor, Fusion Sponsor II LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for an aggregate consideration of $25,000, 7,873,333 8,625,000 shares of the Company’s Class B ordinary sharescommon stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, February 2021, the Company effected a share capitalization1:1.2167 stock split of the Company’s Class B common stock, resulting in the Company’s initial shareholders Sponsor holding an aggregate of 8,653,333 founder shares10,493,750 Founder Shares (up to 1,368,750 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). In February 2021, the Company effected a 1:1.19178 stock split of the Company’s Class B common stock, resulting in the Sponsor holding an aggregate of 12,506,250 Founder Shares (up to 1,631,250 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the SponsorSponsor until the earlier of: (i) with respect to 25% of such shares, until completion one year following the consummation of the Company’s Business Combination; or (ii) subsequent to the consummation of a Business Combination, (iix) with respect to 25% of such shares, until when the closing price of the Company’s Class A ordinary shares 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 following commencing 150 days after the completion consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s Business Combination, (iii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination or earlier, in any case, if, following a business combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its shareholders stockholders having the right to exchange 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 1,100,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below))Option.

Founder Shares. In NovemberOn November 15, 20202023, the Company issued to FTAC Athena Sponsor, FG Merger Investors III LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), ) for an aggregate consideration of $25,000, 7,873,333 4,312,500 shares of the Company’s Class B ordinary shares, par value $0.0001 per share Common Stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, 2021, the Company effected a share capitalization, resulting in the Company’s initial shareholders holding an aggregate of 8,653,333 founder shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In November 2023, the Sponsor transferred an aggregate of 770,000 Founder Shares to members of the Company’s management, board of directors, and senior advisors (such individuals, together with the Sponsor, are referred to herein as the “initial stockholders”). Except as described in the Registration Statement, none the Founder Shares may not be sold, assigned or transferred by the initial stockholders until (x) with respect to 50% of the Founder Shares, the earlier of: (i) twelve months after the consummation of the Business Combination; or (ii) the date on which the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the consummation of the Business Combination; and (y) with respect to the remaining 50% of the Founder Shares, twelve months after the consummation of the Business Combination, provided that all of the Founder Shares may be sold, assigned or transferred by on the Sponsor: (i) with respect to 25% of such shares, until completion date following a Business Combination on which the Company consummates a transaction which results in all of the Company’s Business Combination, (ii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, (iii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination or earlier, in any case, if, following a business combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its shareholders stockholders having the right to exchange 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 1,100,000 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any excluding the shares of Common Stock underlying the Representative’s Units) and the Private Placement Shares (defined below))and the Private Placement Warrants.

Founder Shares. In NovemberFebruary 2021, 2020Onyx Acquisition Sponsor Co. LLC, the Company issued to FTAC Athena Sponsor, LLC a Cayman Islands limited liability company (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for aggregate consideration of $25,000, 7,873,333 of purchased from the Company’s Company 10,062,500 Class B ordinary shares, par value $0.0001 per share shares (the “Founder Shares”), for an aggregate consideration of $25,000, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. In JanuaryJuly 2021, the Sponsor returned to the Company, for no consideration, an aggregate of 4,312,500 Class B ordinary shares, which the Company cancelled, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding and held by the Sponsor. On November 2, 2021, the Company effected a issued an additional 862,500 Class B ordinary shares to the Sponsor by way of the application of amounts standing to the credit of the share capitalizationpremium account of the Company, resulting in there being an aggregate of 6,612,500 Class B ordinary shares outstanding. In October 2021, the Sponsor transferred 30,000 Class B Ordinary Shares to each of the Company’s initial shareholders holding an aggregate of 8,653,333 founder sharesindependent directors. 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 SponsorSponsor until the earlier of: (i) with respect to 25% of such shares, until completion one year following the consummation of the Company’s Business Combination; or (ii) subsequent to the consummation of a Business Combination, (iiiii) with respect to 25% of such shares, until 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 subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following commencing at least 150 days after the completion consummation of the Company’s Business Combination, ; or (iiiy) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination or earlier, in any case, if, following a business combination, date on which the Company completes a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction that results in all of its 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,100,000 862,500 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Option. None of the Founder Shares (defined below))transferred to the Company’s independent directors shall be subject to forfeiture in the event the Underwriters’ over-allotment option is not exercised.

Founder Shares. In November, 2020January 2021, the Company issued to FTAC Athena Sponsor, Quinzel Holdings Sponsor LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for an aggregate consideration of $25,000, 7,873,333 5,750,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, 2021Thereafter, the Company effected a share capitalization, 4-for-3 forward stock split resulting in the Company’s initial shareholders holding there being an aggregate of 8,653,333 founder shares7,666,667 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the SponsorSponsor until: (i) with respect to 25% of such shares, until completion the consummation of the Company’s an initial Business Combination, (ii) with respect to 25% of such shares, until such time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s an initial Business Combination, (iii) with respect to 25% of such shares, until such time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s an initial Business Combination, Combination and (iv) with respect to 25% of such shares, until such time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s an initial Business Combination or earlier, earlier in any caseevent, if, following a business combinationsubsequent to the consummation of an initial Business Combination, the Company completes engages in a transaction involving a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction that results in all of its shareholders the Public Stockholders having the right to exchange their shares of Common Stock 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 1,100,000 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below))Option.

Founder Shares. In NovemberOn August 17, 20202021, the Company issued to FTAC Athena Sponsor, Mach FM Acquisitions LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for an aggregate consideration of $25,000, 7,873,333 2,875,000 shares of the Company’s Class B ordinary sharescommon stock, par value $0.0001 per share, which upon the occurrence of a capitalization of share capital by the Company on March 10, 2022 became 3,162,500 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”). In January, 2021, the Company effected a share capitalization, resulting in the Company’s initial shareholders holding an aggregate of 8,653,333 founder shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the SponsorInitial Stockholders (as defined below) until the earlier of: (i) with respect to 25% of such shares, until completion six months following the consummation of the Company’s Business Combination; and (ii) subsequent to the consummation of a Business Combination, (iiA) with respect to 25% of such shares, until when the closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following period; or (B) the completion of the Company’s Business Combination, (iii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination or earlier, in any case, if, following a business combination, date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its shareholders 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 Letter (as defined in Section 2.21.1 herein). “Initial Stockholders” means (i) holders of the Founder Shares, and (ii) members of the Sponsor. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business CombinationCombination within 12 months (subject to extension for two additional three month periods, as described in the Prospectus (as defined below)) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,100,000 412,500 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company (but not including any Placement Securities (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below))Option.

Founder Shares. In November, 2020June 2019, the Company issued to FTAC Athena SponsorFinTech Investor Holdings V, LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “SponsorsFinTech Investor”), for an aggregate consideration of $25,000, 7,873,333 1,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, 2021October 2020, the Company effected a share capitalizationan 8,455-for-1 forward stock split, resulting in the Company’s initial shareholders FinTech Investor holding an aggregate of 8,653,333 founder shares8,455,000 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 Sponsorearlier of: (i) with respect to 25% of such shares, until completion consummation of the Company’s Business Combinationinitial business combination, (ii) with respect to 25% of such sharesthe Founder Shares, until the closing price of the Company’s Class A ordinary shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, (iii) with respect to 25% of such sharesthe Founder Shares, until the closing price of the Company’s Class A ordinary shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination or earlier, in any case, if, following a business combinationif subsequent to the Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange merger or other similar transaction that results resulting in all a change in the majority of its shareholders the Company’s board of directors or management team, and in which the Company is the surviving entity or (ii) resulting in the Company’ 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 holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, FinTech Investor and FinTech Masala Advisors IV, LLC (collectively, the Sponsor “Sponsors”) will be required to forfeit such number of Founder Shares (up to 1,100,000 1,075,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)).

Founder Shares. In November, October 2020, the Company issued to FTAC Athena SponsorInsurance Acquisition Sponsor III, LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “SponsorsIAS”), for an aggregate consideration of $25,000, 7,873,333 1,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, 2021October 2020, the Company effected a share capitalization7,846.667-for-1 forward stock split, resulting in the Company’s initial shareholders stockholders holding an aggregate of 8,653,333 founder shares7,846,667 Founder Shares. On [ ], IAS transferred [ ] Founder Shares, 1,000,000 of which are subject to forfeiture to the extent that the Overallotment Option is not exercised by the Underwriters) to Dioptra Advisors III, LLC (together with IAS, the “Sponsor”). 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 Sponsorearlier of: (i) with respect to 25% of such sharesthe Founder Shares, until completion the consummation of the Company’s Business Combination, (ii) with respect to 25% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, (iii) with respect to 25% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, and (iv) with respect to 25% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination Combination, or earlier, earlier in any case, if, following a business combinationsubsequent to the Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange merger or other similar transaction that results resulting in all a change in the majority of its shareholders 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, securities cash or other propertysecurities. 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 1,100,000 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)).

Founder Shares. In November, 2020June 2019, the Company issued to FTAC Athena SponsorFinTech Investor Holdings V, LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “SponsorsFinTech Investor”), for an aggregate consideration of $25,000, 7,873,333 1,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In JanuaryOctober 2020, 2021the Company effected an 8,455-for-1 forward stock split, and in December 2020, the Company effected a share capitalization0.01360142 dividend, resulting in the Company’s initial shareholders FinTech Investor holding an aggregate of 8,653,333 founder shares8,570,000 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 Sponsorearlier of: (i) with respect to 25% of such shares, until completion consummation of the Company’s Business Combinationinitial business combination, (ii) with respect to 25% of such sharesthe Founder Shares, until the closing price of the Company’s Class A ordinary shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, (iii) with respect to 25% of such sharesthe Founder Shares, until the closing price of the Company’s Class A ordinary shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination or earlier, in any case, if, following a business combinationif subsequent to the Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange merger or other similar transaction that results resulting in all a change in the majority of its shareholders the Company’s board of directors or management team, and in which the Company is the surviving entity or (ii) resulting in the Company’ stockholders having the right to exchange their shares for cash, securities or other propertyproperty . The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, FinTech Investor and FinTech Masala Advisors IV, LLC (collectively, the Sponsor “Sponsors”) will be required to forfeit such number of Founder Shares (up to 1,100,000 1,090,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)).

Founder Shares. In November, October 2020, the Company issued to FTAC Athena Locust Walk Sponsor, LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for an aggregate consideration of $25,000, 7,873,333 3,867,500 shares of the Company’s Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, January 2021, the Company effected a dividend of 0.17259212 shares for each share capitalizationoutstanding, resulting in the Company’s initial shareholders holding there being an aggregate of 8,653,333 founder shares4,535,000 Founder Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any initial stockholder until the Sponsorearlier of: (i) with respect to 25% of such sharesthe Founder Shares, until completion the consummation of the Company’s Business Combination, (ii) with respect to 25% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, (iii) with respect to 25% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, and (iv) with respect to the remaining 25% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination or earlier, earlier in any case, if, following a business combinationsubsequent to the Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange merger or other similar transaction that results resulting in all a change in the majority of its shareholders 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, securities cash or other propertysecurities. 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 1,100,000 573,750 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)).

Founder Shares. In November, August 2020, the Company issued to FTAC Athena Sponsor, Adara Sponsor LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for an aggregate consideration of $25,000, 7,873,333 2,875,000 shares of the Company’s its Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, 2021, the Company effected a share capitalization, resulting in the Company’s initial shareholders holding an aggregate of 8,653,333 founder shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In September 2020, the Sponsor sold 50,000 Founder Shares to ThinkEquity for an aggregate purchase price of $5,000, and another 200,000 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”) for an aggregate purchase price of $20,000. Except as described in the Registration Statement, none the Founder Shares may not be sold, assigned or transferred by the initial stockholders until (i) twelve months after the consummation of the initial 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 at least 150 days after the consummation of the initial Business Combination; provided that all of the Founder Shares may be sold, assigned or transferred by on the Sponsor: (i) with respect to 25% of such shares, until completion date following a Business Combination on which the Company consummates a transaction which results in all of the Company’s Business Combination, (ii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, (iii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination or earlier, in any case, if, following a business combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its shareholders stockholders having the right to exchange 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 1,100,000 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)excluding the shares of Common Stock underlying the Representatives’ Securities).

Founder Shares. In NovemberOn March 5, 20202021, the Company issued to FTAC Athena SponsorSparta Management LLC, LLC the Company’s sponsor (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for aggregate consideration of $25,000, 7,873,333 2,875,000 shares of the Company’s Class B ordinary sharescommon stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, 2021, the Company effected a share capitalization, resulting in the Company’s initial shareholders holding for an aggregate consideration of 8,653,333 founder shares$25,000. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor: initial stockholders until the earlier of (i) with respect to 25% of such shares, until completion 12 months following the consummation of the Company’s initial Business Combination; (ii) subsequent to the consummation of the initial Business Combination, (ii) with respect to 25% of such shares, until when the closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following commencing at least 150 days after the completion consummation of the Company’s Business Combination; or (iii) subsequent to the consummation of the initial Business Combination, (iii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination or earlier, in any case, if, following a business combination, date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its shareholders 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 CombinationCombination within 12 months (or up to 18 months, if applicable) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,100,000 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2520.0% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below))Option.

Founder Shares. In NovemberOn January 20, 20202021, the Company issued to FTAC Athena Sponsor, LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for aggregate consideration of $25,000, 7,873,333 2,875,000 shares of the Company’s Class B ordinary sharescommon stock, par value $0.0001 per share share, to ARC Global Investments II LLC (the “Founder SharesSponsor”), in a private placement exempt from registration under Section 4(a)(2) for an aggregate purchase price of the Securities Act of 1933, as amended (the “Act”)$25,000. In JanuaryOn July 1, 2021, the Company effected a share capitalizationthree-for-one stock split, resulting in such that the Company’s initial shareholders holding an aggregate of 8,653,333 founder Sponsor held 8,625,000 shares, and on the date hereof, the Sponsor surrendered for cancellation 1,437,500 shares, such that the Sponsor holds 7,187,500 shares (the “Founders Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the SponsorInitial Stockholders until the earlier of: (i) with respect to 25% of such shares, until completion six months following the consummation of the Company’s Business Combination; (ii) subsequent to the consummation of a Business Combination, (ii) with respect to 25% of such shares, until when the closing price of the Company’s Class A ordinary shares Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following commencing at least 150 days after the completion of the Company’s initial Business Combination, ; or (iii) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Company’s Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion of the Company’s Business Combination or earlier, in any case, if, following a business combination, date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination, that results in all of its shareholders the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The holders of Founder Shares shall have no right be subject to any liquidating distributions with respect to any portion of the Founder Shares restrictions on transfer as set forth 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 Insider Letters (as defined in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,100,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)Section 2.21.1 herein).

Founder Shares. In November, October 2020, the Company issued to FTAC Athena Locust Walk Sponsor, LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “Sponsors”), for an aggregate consideration of $25,000, 7,873,333 3,867,500 shares of the Company’s Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In January, 2021, the Company effected a share capitalization, resulting in the Company’s initial shareholders holding an aggregate of 8,653,333 founder shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by any initial stockholder until the Sponsorearlier of: (i) with respect to 25% of such sharesthe Founder Shares, until completion the consummation of the Company’s Business Combination, (ii) with respect to 25% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, (iii) with respect to 25% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, and (iv) with respect to the remaining 25% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination or earlier, earlier in any case, if, following a business combinationsubsequent to the Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange merger or other similar transaction that results resulting in all a change in the majority of its shareholders 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, securities cash or other propertysecurities. 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 1,100,000 487,500 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)).

Founder Shares. In November, 2020January 2019, the Company issued to FTAC Athena SponsorInsurance Acquisition Sponsor II, LLC (the “Sponsor” and together with FTAC Athena Advisors, LLC, the “SponsorsIAS”), for an aggregate consideration of $25,000, 7,873,333 1,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share common stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In JanuaryOn July 28, 20212020, the Company effected a share capitalization6,888.333-for-1 forward stock split, resulting in the Company’s initial shareholders stockholders holding an aggregate of 8,653,333 founder shares6,888,333 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 Option 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 Sponsorearlier of: (i) with respect to 2520% of such sharesthe Founder Shares, until completion the consummation of the Company’s Business Combination, (ii) with respect to 2520% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, (iii) with respect to 2520% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the completion consummation of the Company’s Business Combination, and (iv) with respect to 2520% of the Founder Shares, such shares, until time when the closing price of the Company’s Class A ordinary shares 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 completion consummation of the Company’s Business Combination or earlier, earlier in any case, if, following a business combinationsubsequent to the Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange merger or other similar transaction that results resulting in all a change in the majority of its shareholders 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, securities cash or other propertysecurities. 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 Sponsors will be required to forfeit such number of Founder Shares (up to 1,100,000 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (including any Placement Shares (defined below)).