Common use of Founder Shares Clause in Contracts

Founder Shares. In April, 2024, the Company issued an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“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 the Sponsor or the Company’s independent directors until the earlier of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20.0% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In AprilAs a result of several transactions commencing in September 2020 and October 2020, 2024as of the date hereof, Zanite Sponsor LLC (the “Sponsor”) holds 5,050,000 shares of Class B common stock and certain director nominees and advisors of the Company issued hold an aggregate of 5,750,000 700,000 shares of Class B ordinary sharescommon stock (collectively, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“Sponsor”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until the earlier of: (Ai) one year after following the completion consummation of the initial Business Combination and Combination; or (Bii) subsequent to the consummation of a Business Combination, (x) if when the closing price of Ordinary Shares the Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination, ; or (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 their Ordinary Shares shares for cash, securities securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20.020% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In AprilOn January 23, 2024, the Company issued an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 to HCM Investor Holdings II, LLCCenturion Sponsor LP, a Cayman Islands exempted limited liability company partnership (“Sponsor”). On April 29, 2024, the Company affected a share capitalization of 1,437,500 Founder Shares, resulting in our Sponsor holding 7,187,500 Founder Shares. On May 20, 2024, our Sponsor transferred 30,000 Founder Shares to three of the Company’s independent directors (an aggregate of 90,000 Founder Shares) at their original purchase price, resulting in our Sponsor holding 7,097,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until the earlier of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20.0% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In AprilAs a result of a transaction in June 2020, 2024as of the date hereof, Colonnade Sponsor LLC,, a Delaware limited liability company (the Company issued an aggregate of “Sponsor”), holds 5,750,000 Class B ordinary shares, par value $0.0001 per share shares (the “Founder Shares”), for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“Sponsor”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until the earlier of: (Ai) one year after following the completion consummation of the initial Business Combination and Combination; or (Bii) subsequent to the consummation of a Business Combination, (xiii) if when the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssubdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination, ; or (y) the date on which the Company completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction that which results in all of the Public Shareholders Company’s shareholders having the right to exchange their Ordinary Shares ordinary shares for cash, securities securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20.020% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In AprilAs a result of several transactions commencing in January 2021, 2024as of the date hereof, Golden Arrow Sponsor, LLC (the Company issued an aggregate “Sponsor”) holds 7,082,500 shares of 5,750,000 Class B ordinary sharescommon stock and each of the director nominees hold 35,000 shares of Class B common stock (collectively, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“Sponsor”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until the earlier of: (Ai) one year after following the completion consummation of the initial Business Combination and Combination; or (Bii) subsequent to the consummation of a Business Combination, (x) if when the closing price of Ordinary Shares the Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination, ; or (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 their Ordinary Shares shares for cash, securities securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20.020% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In AprilAs a result of a transaction in February 2021, 2024IX Acquisition Sponsor LLC, a Delaware limited liability company (the Company issued an aggregate of “Sponsor”), holds 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“Sponsor”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until the earlier of: (Ai) one year after following the completion of the initial Company’s Business Combination and (Bii) subsequent to the completion of the Company’s Business Combination, (x) if the closing price of Ordinary Shares the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial 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 their Ordinary Shares its ordinary shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20.020% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In AprilAs a result of a transaction in February 2021, 2024Space Acquisition Holdings LLC, a Delaware limited liability company (the Company issued an aggregate of 5,750,000 “Sponsor”), holds 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“Sponsor”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until the earlier of: (Ai) one year after following the completion of the initial Company’s Business Combination and (Bii) subsequent to the completion of the Company’s Business Combination, (x) if the closing price of Ordinary Shares the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial 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 their Ordinary Shares its ordinary shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20.020% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In April, 2024September 2017, the Company issued to Thunder Bridge Acquisition LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 Class B ordinary shares, par value $0.0001 per share shares (the “Founder Shares”)) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company as amended (the “SponsorAct”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until the earlier of: (Ai) one year after following the completion consummation of the initial Business Combination and Combination; or (Bii) subsequent to the consummation of a Business Combination, (x) if when the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination, ; or (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 their Ordinary Shares shares for cash, securities securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20.020% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In AprilAs a result of several transactions commencing in October 2018, 2024as of the date hereof, Trine Sponsor IH, LLC (the “Sponsor”) holds 7,503,750 shares of Class B common stock and certain director nominees of the Company issued an aggregate hold 100,000 shares of 5,750,000 Class B ordinary sharescommon stock (collectively, par value $0.0001 per share (the “Founder Shares”), for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“Sponsor”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until the earlier of: (Ai) one year after following the completion consummation of the initial Business Combination and Combination; or (Bii) subsequent to the consummation of a Business Combination, (x) if when the closing price of Ordinary Shares the Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination, ; or (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 their Ordinary Shares shares for cash, securities securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 978,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20.020% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In AprilOn January 28, 20242021, the Company issued to Maquia Investments North America, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of the Company’s Class B ordinary sharesCommon Stock, par value $0.0001 per share share, of which 1,150,000 of such shares were cancelled on the date hereof (the “Founder Founders Shares”), for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“Sponsor”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors Initial Stockholders until the earlier of: (Ai) one year after six months following the completion consummation of the initial Business Combination and Combination; or (Bii) subsequent to the consummation of a Business Combination, (x) if when the closing price of Ordinary Shares the Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share capitalizationsstock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination, or . The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results as defined in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other propertySection 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 600,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20.020% of the issued and outstanding ordinary shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In April, 2024August 2020, the Company issued to 26 Capital Holdings LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of 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, for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company as amended (the “SponsorAct”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until the earlier of: (Ai) one year after following the completion consummation of the initial Business Combination and Combination; or (Bii) subsequent to the consummation of a Business Combination, (x) if when the closing price of Ordinary Shares equals or the Common Stock exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination, ; or (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 their Ordinary Shares shares for cash, securities securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20.020% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. In April, 2024August 2020, the Company issued to HC PropTech Partners II LLC (the “Sponsor”), for an aggregate consideration of 5,750,000 $25,000, 5,031,250 shares of 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, for a total subscription price of $25,000 to HCM Investor Holdings II, LLC, a Cayman Islands limited liability company as amended (the “SponsorAct”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or the Company’s independent directors until the earlier of: (Ai) one year after following the completion consummation of the initial Business Combination and Combination; or (Bii) subsequent to the consummation of a Business Combination, (x) if when the closing price of Ordinary Shares equals or the Common Stock exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after the initial consummation of the Business Combination, ; or (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 their Ordinary Shares shares for cash, securities securities, or other property. The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to their 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 750,000 656,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20.020% 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.