Common use of Insider Shares Clause in Contracts

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 the closing price of its 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 Company’s proposed initial Business Combination or (2) after the date of the consummation of Company’s proposed initial Business Combination, which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Further, the Initial Shareholders have also agreed to place the private units and the underlying securities into escrow with American Stock Transfer & Trust Company, LLC, as escrow agent, until the date of the consummation of Company’s proposed initial Business Combination.

Insider Shares. In May and December 2021On August 27, 2025, the Company issued 1,725,000 8,650,000 Class B ordinary shares (the “Class B Ordinary Shares”, together with the Class A Ordinary Shares, the “Ordinary Shares”), par value $0.0001 (the “Insider Shares”) to its initial shareholdersArt Technology Sponsor, resulting in an aggregate of 1,725,000 ordinary shares outstandingLLC, a Delaware limited liability company, and Art Technology Advisors, LLC, a Delaware limited liability company (collectively, the “Sponsor” or the “Initial Shareholders”), for an aggregate purchase price of $25,000, or approximately $0.014 per share. On the date hereofSeptember 9, 2025, the Company effected a share capitalization pursuant to which the Company issued an additional 50,000 Insider Shares were placed into an escrow account maintained Shares, resulting 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 8,700,000 Insider Shares outstanding, and on October 28, 2025, the Company’s sponsor Aquarius II Sponsor Ltd (Company issued an additional 8,333 Insider Shares, resulting in an aggregate of 8,708,333 Insider Shares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the “Sponsor”) which are subject to forfeiture to the extent that the Underwriters’ Over-allotment Option is not exercised in full purchase or in part, so that the Initial Shareholders transfer 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)Insider Shares. The Insider Shares are identical to the Ordinary Shares included Except as described in the Firm Units. The Initial Shareholders of the Company have agreedRegistration Statement, 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 none of the Insider Shares (except to certain permitted transferees and provided may be sold, assigned or transferred by the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to) Initial Shareholders until the earlier of to occur of: (1A) six months one year after the completion of the Company’s proposed initial proposed initial Business Combination; or and (2B) after subsequent to the date of Company’s initial Business Combination (x) if the consummation last reported sale price 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 the closing price of its ordinary shares Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splitssub-divisions, share capitalizationsdividends, reorganizations rights issuances, reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s proposed initial Business Combination or (2y) after the date of on which the consummation of Company’s proposed initial Business CombinationCompany completes a liquidation, which merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their ordinary shares Ordinary Shares for cash, securities or other property. Further, The Insider Shares shall be subject to restrictions on transfer as set forth in the Initial Shareholders have also agreed to place the private units and the underlying securities into escrow with American Stock Transfer & Trust Company, LLC, Insider Letter (as escrow agent, until the date of the consummation of Company’s proposed initial Business Combinationdefined in Section 2.21.1 herein).

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 the closing price of its 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 Company’s proposed initial Business Combination or (2) after the date of the consummation of Company’s proposed initial Business Combination, which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Further, the Initial Shareholders have also agreed to place the private units and the underlying securities into escrow with American Stock Transfer & Trust Company, LLC, as escrow agent, until the date of the consummation of Company’s proposed initial Business Combination...

Insider Shares. In May and December 2021, the Company issued 1,725,000 1,437,500 ordinary shares (the “Insider Shares”) to its initial shareholders, resulting in an aggregate of 1,725,000 1,437,500 ordinary shares outstanding, for an aggregate purchase price of $25,000, or approximately $0.014 0.017 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 225,000 187,500 shares held by the Company’s our 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 the closing price of its our 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 Company’s proposed initial Business Combination or (2) after the date of the consummation of Company’s proposed initial Business Combination, which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Further, the Initial Shareholders have also agreed to place the private units and the underlying securities into escrow with American Stock Transfer & Trust Company, LLC, as escrow agent, until the date of the consummation of Company’s proposed initial Business Combination...

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 the closing price of its 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 Company’s proposed initial Business Combination or (2) after the date of the consummation of Company’s proposed initial Business Combination, which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Further, the Initial Shareholders have also agreed to place the private units and the underlying securities into escrow with American Stock Transfer & Trust Company, LLC, as escrow agent, until the date of the consummation of Company’s proposed initial Business Combination.

Insider Shares. In May and December 2021, the Company issued 1,725,000 1,437,500 ordinary shares (the “Insider Shares”) to its initial shareholders, resulting in an aggregate of 1,725,000 1,437,500 ordinary shares outstanding, for an aggregate purchase price of $25,000, or approximately $0.014 0.017 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 225,000 187,500 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 the closing price of its 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 Company’s proposed initial Business Combination or (2) after the date of the consummation of Company’s proposed initial Business Combination, which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Further, the Initial Shareholders have also agreed to place the private units and the underlying securities into escrow with American Stock Transfer & Trust Company, LLC, as escrow agent, until the date of the consummation of Company’s proposed initial Business Combination...