Insider Shares. In March 2021, the Company issued 2,875,000 shares of Class B common stock (the “Insider Shares”) to Mehana Equity LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.01 per share). In April 2021, the Sponsor transferred 100,000 Insider Shares to the Company’s Chief Financial Officer and director nominees. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders earlier to occur of (A) six months after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per unit (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Insider 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 Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the initial stockholders will be required to forfeit such number of Insider Shares (up to 375,000 Insider Shares) such that the Insider Shares then outstanding will comprise 20.0% of the issued and outstanding shares of the Company (but not including any Placement Shares (...
Insider Shares. In July 2020, 10,000 Ordinary Shares were issued to the initial subscriber of the Company. In November 2020, the initial subscriber transferred the 10,000 Ordinary Shares it held to HHG Investment Fund SPC – HHG Capital Fund SP (“HHG Fund”), and the Company further issued 1,240,000 Ordinary Shares to HHG Fund and Forever Happiness Limited (“FHL”). In February 2021, the Company further allotted 187,500 Ordinary Shares to HHG Fund, resulting in an aggregate of 1,437,500 Ordinary Shares outstanding (the “Insider Shares”). In May 2021, HHG, FHL and all other shareholders transferred an aggregate of 1,437,500 Insider Shares to Expert Capital Investments Limited, who in turn transferred all 1,437,500 Insider Shares to the Sponsor in June 2021. At the end of June 2021, the Sponsor transferred an aggregate of 255,000 of the Insider Shares to the directors of the Company. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial shareholders until (i) the earlier of 150 calendar days after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination or (ii) the one-year anniversary of the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its public stockholders having the right to exchange their Ordinary Shares for cash, securities or other property. The Insider 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 Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-all...
Insider Shares. In May and December 2021, the Company issued 1,725,000 ordinary shares (the “Insider Shares”) to its initial shareholders, resulting in an aggregate of 1,725,000 ordinary shares outstanding, for an aggregate purchase price of $25,000, or approximately $0.014 per share. On the date hereof, the Insider Shares were placed into an escrow account maintained in New York, New York, by AST, acting as escrow agent. The Insider Shares held by the Company’s initial shareholders (the “Initial Shareholders”) include an aggregate of up to 225,000 shares held by the Company’s sponsor Aquarius II Sponsor Ltd (the “Sponsor”) which are subject to forfeiture to the extent that the Underwriters’ Over-allotment Option is not exercised in full or in part, so that the Initial Shareholders of the Company will collectively own 20.00% of the issued and outstanding shares after this Offering (excluding the sale of Initial Placement Units and assuming the Initial Shareholders do not purchase units in this Offering). The Insider Shares are identical to the Ordinary Shares included in the Firm Units. The Initial Shareholders of the Company have agreed, pursuant to written letter agreements with the Company, (A) to vote their Insider Shares (as well as any public shares acquired in or after this Offering) in favor of any proposed Business Combination, (B) to vote their ordinary shares which they have acquired in the open market following the consummation of this offering in favor of any proposed business combination. Additionally, the Initial Shareholders of the Company have agreed not to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to) until the earlier of (1) six months after the completion of the Company’s proposed initial proposed initial Business Combination; or (2) after the date of the consummation of the Company’s proposed initial Business Combination, and subsequently, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property Notwithstanding the foregoing, the converted shares will be released from such lock-up if (1) 150 calendar days after the date of the consummation of Company’s proposed initial Business Combination and the date on which...
Insider Shares. In December 2018, the Company issued to Everstone Investments LLC (the “Sponsor”) and the Company’s officers and directors (collectively, the “Initial Stockholders”) an aggregate of 1,150,000 Shares (the “Insider Shares”), pursuant to subscription agreements entered into by the Company and the Initial Stockholders (the “Insider Share Subscription Agreements”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.26.4 below). The Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination within the required time period. The Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 150,000 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in the Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Option, but excluding the issuance of the Placement Units.
Insider Shares. In March 2021, the Company issued 1,150,000 Ordinary Shares to Nova Pulsar Holdings Limited, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.017 per share) and the Company further issued an additional 100,000 Ordinary Shares to Poseidon Ocean Corporation, its advisor (the “Advisor”), in consideration for agreeing to act as advisor to the Company’s Board of Directors. In April 2021, the Sponsor transferred 240,000 Ordinary Shares to the Company’s officers, directors and advisor, and the Company further allotted an aggregate of 187,500 Ordinary Shares to the Sponsor, resulting in an aggregate of 1,437,500 Ordinary Shares outstanding to our initial shareholders (the “Insider Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial shareholders until (i) the earlier of 150 calendar days after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination or (ii) the one-year anniversary of the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its public stockholders having the right to exchange their Ordinary Shares for cash, securities or other property. The Insider 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 Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Insider Shares (up to 187,500 Inside...
Insider Shares. On April 23, 2024, the Company issued 2,156,250 Class B ordinary shares (the “Class B Ordinary Shares, together with Class A Ordinary Shares, the “Ordinary Shares”), par value $0.0001 (the “Insider Shares”) to ST Sponsor II Limited (the “Sponsor”) for an aggregate purchase price of $25,000. On September 12, 2024, 100,000 Insider Shares were transferred to the Chairman, CEO and Director of the Company, Xx. Xxxxxx X. Garner, and 60,000 Insider Shares were transferred to the CFO and Director of the Company, Ms. Xxxxxxx Xx. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the Initial Shareholders until (i) with respect to 50% of the Insider Shares, the earlier of six months after the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s Class A Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and (ii) with respect to the remaining 50% of the Insider Shares, six months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein).
Insider Shares. On August 16, 2021, the Company issued 2,875,000 Class B Ordinary Shares, par value $0.0001 per share, to Energem LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.009 per share).
Insider Shares. On January 5, 2022, the Company issued 2,875,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), to Global Robotic Drone LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.009 per share) (the “Insider Shares”).
Insider Shares. The Company shall (a) if the Underwriters do not exercise all or a portion of their over-allotment option, (i) use its best efforts to cause the Initial Shareholders to forfeit up to an aggregate of 168,750 ordinary shares in proportion to the portion of the over-allotment option that was not exercised, (ii) to the extent forfeited, record the aggregate fair value of the shares forfeited and reacquired to treasury stock and a corresponding credit to additional paid-in capital based on the difference between the fair market value of the ordinary shares forfeited and the price paid to the Company for such forfeited shares and (iii) immediately cancel such forfeited shares resulting in the retirement of the treasury stock and a corresponding charge to additional paid-in capital and (b) in the event that holders of more than 20% of the shares sold in the Offering vote against a proposed business combination and seek to exercise their redemption rights and such business combination is consummated, use its best efforts to cause the Initial Shareholders to forfeit and return to the Company for cancellation on a pro-rata basis, at no cost to the Company, a number of ordinary shares so that the Initial Shareholders will own collectively no more than 23.81% of the Company’s ordinary shares upon consummation of such business combination (without giving effect to any shares that may be issued in the business combination).
Insider Shares. The Company shall if the Underwriters do not exercise all or a portion of their over-allotment option, (i) use its best efforts to cause the Initial Shareholders to forfeit up to an aggregate of 168,750 ordinary shares in proportion to the portion of the over-allotment option that was not exercised, (ii) to the extent forfeited, record the aggregate fair value of the shares forfeited and reacquired to treasury stock and a corresponding credit to additional paid-in capital based on the difference between the fair market value of the ordinary shares forfeited and the price paid to the Company for such forfeited shares and (iii) immediately cancel such forfeited shares resulting in the retirement of the treasury stock and a corresponding charge to additional paid-in capital.
