Private Placements Sample Clauses

Private Placements. 1.6.1 In March 2025, the Company issued to MFH 1, LLC, a Delaware limited liability company (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 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 Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption rights with respect to the Founder Shares nor shall it be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below)). 1.6.2 Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, pursuant to the Private Units Purchase Agreement (as defined in Section 2.24.2 below) in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitl...

Private Placements. On the Closing Date, the Warrant Private Placement shall have been completed in accordance with Section 3.26.

Private Placements. Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Subscribers as contemplated hereby.

Private Placements. 1.3.1. In August 2024, the Company issued to Range Capital Acquisition Sponsor, LLC (the “Sponsor”) for aggregate consideration of $25,000, an aggregate of 4,312,500 Ordinary Shares (the “Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In November 2024, the Sponsor contributed back to the Company, for no consideration, an aggregate of 479,167 Founder Shares, resulting in there being an aggregate of 3,833,333 Founder Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption rights with respect to the Founder Shares nor shall it be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 500,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the 25% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In August 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,318.84, an aggregate of 400,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In November 2024, the Representative contributed back to the C...

Private Placements. 1.4.1. The Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement (collectively, the “Insiders”), for aggregate consideration of $25,000, 2,012,500 shares of Common Stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(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 2.24.3 hereof). The Insiders 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 except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insiders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 315,000 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock necessary to maintain their 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Units and any shares purchased in the Offering). 1.4.2. The Insiders and the Representative have committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company (i) an aggregate of 542,500 private Units (the “Sponsor Units”) at a purchase price of $ per Sponsor Unit simultaneously with the Closing Date, and (ii) an additional number of Sponsor Units (up to a maximum of 65,625 Sponsor Units) that is necessary to maintain in the Trust Account an amount equal to $ per Public Security at a purchase price of $ per Sponsor Unit, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The purchase price for the Sponsor Units to be sold in the Private Placement is being held in escrow on the date hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company. The Sponsor Units will generally be identical to t...

Private Placements. 1.3.1 On November 14, 2018, GA International Services Corp. (“GA International”), a California corporation, owned by Great American Group, LLC (the “Sole Stockholder”), a wholly owned subsidiary of B. ▇▇▇▇▇ Financial, Inc. (“B. ▇▇▇▇▇ Financial”), the parent of B. ▇▇▇▇▇ Principal Sponsor Co., LLC (the “Sponsor”), merged into the Company. GA International operated as GA International Services, LLC, a former California limited liability company, from the date of its incorporation on October 9, 2012 through November 5, 2018, the date it was converted from a limited liability company to a California corporation. All of the membership interests in GA International Services, LLC were issued to the Sole Stockholder in 2012. On November 19, 2018, the Company effectuated a recapitalization of the Company, which included a 1-for-3,593,750 stock split resulting in an aggregate of 3,593,750 shares of the Company’s Class B common stock, par value $0.0001 (the “Founder Shares”), outstanding and held by the Sole Stockholder (up to 468,750 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder until the earlier of: (i) one year following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock 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 commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Sole Stockholder shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The Sole Stockholder 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 Sole Stockholder will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and...

Private Placements. 1.4.1. The Company has issued to ▇▇▇▇▇ ▇▇▇▇, Beira Corp., ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, The Octagon Foundation, The Panaga Group Trust, and Arowana International (collectively, the “Initial Shareholders”), for aggregate consideration of $25,000, 1,725,000 Ordinary Shares (the “Insider Shares”) 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 2.24.3 hereof). The Initial Shareholders 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 except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Initial Shareholders shall not have conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 of the Insider Shares shall be subject to forfeiture by the Initial Shareholders. The Initial Shareholders will be required to forfeit pro rata only a number of Ordinary Shares necessary to maintain the Initial Shareholders’ 20% ownership interest in the Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Private Units and any shares purchased in the Offering). 1.4.2. The Initial Shareholders have committed, pursuant to Subscription Agreements (as defined in Section 2.24.2 hereof), to purchase from the Company an aggregate of 395,000 private Units (the “Private Units”) at a purchase price of $10.00 per Private Unit, simultaneously with the Closing Date, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The Initial Shareholders have also agreed that if the Over-Allotment Option is exercised by the Underwriters, they will purchase from the Company up to a maximum of 45,000 additional Private Units pro rata with the amount of the Over-Allotment Option exercised so that at least $10.20 per share sold to in the Offering is held in th...

Private Placements. (a) The Trustee shall, at the written direction of the Grantor or its Investment Manager, settle trades for Private Placements with cash held in the Trust Accounts pending receipt of the original evidence of indebtedness or ownership of such private placements or other Assets in accordance with the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered for a period following the Trustee’s withdrawal of such cash). The Grantor or its Investment Manager shall execute and deliver and keep current, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments of transfer as may be required by the applicable issuer) and take all such further actions as the Trustee or the Beneficiary may reasonably request in order to deposit and maintain all such Private Placements, and any income or distributions thereon, in the Trust Accounts for the benefit of the Beneficiary in accordance with the terms hereof. Any investment directed by the Grantor or its Investment Manager will constitute a certification by the Grantor to the Beneficiary and the Trustee that the settlement procedures set forth in the applicable investment documentation is acceptable to the Grantor and directed hereunder, upon which direction the Grantor and the Beneficiary agree the Trustee may conclusively rely. The Trustee shall be fully protected in complying with the written directions of the Grantor or its Investment Manager under this Section 6(a), and the Trustee shall have no responsibility to take action to compel the delivery of any original evidence of indebtedness or ownership of any Private Placement to be provided hereunder. The Beneficiary and the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified under the agreement evidencing or affecting the Private Placement. (b) Private Placements shall be held in registered form but shall not be re- (c) For the purpose of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing to make payments in any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior or simultaneous delivery from its counterparties of an amount in U.S....

Private Placements. (a) As of the date hereof, (i) SPAC has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by SPAC with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide the PIPE Investment Amount; (ii) to the knowledge of SPAC, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended, modified or waived, in any material respect (it being understood that a change of or to one or more entities or individuals with respect to a PIPE Investor shall not be deemed a violation of the foregoing), and no withdrawal, termination, amendment or modification is contemplated by SPAC; (iii) each Subscription Agreement is a legal, valid and binding obligation of SPAC and, to the knowledge of SPAC, each PIPE Investor, and neither the execution or delivery by SPAC thereto nor the performance of SPAC’s obligations under any such Subscription Agreement violates any Laws; (iv) there are no other agreements, side letters, or arrangements between SPAC and any PIPE Investor relating to any Subscription Agreement that would affect the obligation of such PIPE Investor to contribute to SPAC the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investor, and SPAC does not know of any facts or circumstances that would result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to SPAC, on the Closing Date; and (v) no event has occurred that, with or without notice, lapse of time or both, would constitute a material default or breach on the part of SPAC under any term or condition of any Subscription Agreement and SPAC has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. (b) No fees, consideration (other than the Convertible Notes and SPAC Class A Ordinary Shares issued or issuable with respect thereto, as applicable, in connection with the PIPE Investment Amount) or other discounts are payable or have been agreed by SPAC (including, from and after the Closing, the Company and Merger Sub) to any PIPE Investor in respect of its portion of the PIPE Investment Amount.