Common use of Private Placements Clause in Contracts

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. Xxxxx Financial, Inc. (“B. Xxxxx Financial”), the parent of B. Xxxxx 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 exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below)). 1.3.2 Simultaneously with the Closing Date, pursuant to the Private Placement Units Purchase Agreement (as defined below), the Sponsor will purchase from the Company 425,000 units (or 462,500 units to the extent the Over-allotment Option is exercised in full) that are identical to the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined below) (the “Placement Units”), at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor or its permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Purchase Agreement. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Forward Purchase Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.3.1 On November 14June 3, 20182019, GA International Services Corp. (“GA International”), a California corporation, owned by Great American Groupthe Company issued to X. Xxxxx Principal Investments, LLC (the “Sole StockholderBRPI”), a wholly owned subsidiary of B. X. Xxxxx Financial, Inc. (“B. X. Xxxxx Financial”), the parent of B. X. Xxxxx Principal Sponsor Co.Co. II, LLC (the “Sponsor”), merged into 10,000 shares of common stock of the Company. GA International operated as GA International ServicesIn January 2020, 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 BRPI contributed such shares to the Sole Stockholder in 2012Sponsor. On November 19February 3, 20182020, the Company effectuated a recapitalization of the Company, which included a 1-for-3,593,750 for-575 stock split resulting in an aggregate of 3,593,750 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 (the “Founder Shares”), outstanding and held by the Sole Stockholder Sponsor (up to 468,750 750,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). On April 21, 2020, 20,000 Founder Shares were transferred to each of Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx Xxxx (collectively with the Sponsor, the “Initial Stockholders”), the Company’s independent director nominees, at par value. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder Initial Stockholders or 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 Initial Stockholders 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 Initial Stockholders 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 Sponsor 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 exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below)). 1.3.2 Simultaneously with the Closing Date, pursuant to the Private Placement Units Purchase Agreement (as defined below), the Sponsor will purchase from the Company 425,000 575,000 units (or 462,500 635,000 units to the extent the Over-allotment Option is exercised in full) that are identical to the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined below) (the “Placement Units”), at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor or its permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Purchase Agreement. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. X. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Forward Purchase Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

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. Xxxxx Financial, Inc. (“B. Xxxxx Financial”)1.4.1 In March 2019, the parent of B. Xxxxx Principal Sponsor Co., Company issued to Pivotal Investment Holdings II 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 for an aggregate consideration of 3,593,750 $25,000, 5,750,000 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 468,750 750,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full), in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor transferred 50,000 Founder Shares to each of the Company’s independent directors in April and June 2019 and transferred 100,000 Founder Shares to the Company’s chief financial officer in April 2019, in each case at the same per-share purchase price paid by the Sponsor. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; and or (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 holders of Founder Shares 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 holders of 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 Sole Stockholder 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% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below))Option. 1.3.2 1.4.2 Simultaneously with the Closing Date, pursuant to the Private Placement Units Warrants Purchase Agreement (as defined belowin Section 2.21.2 hereof), the Sponsor will purchase from the Company 425,000 units an aggregate of 3,833,333 warrants (or 462,500 units to the extent 4,233,333 warrants if the Over-allotment Option is exercised in full) that are identical to the Warrants included in the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined below) (the “Placement UnitsWarrants”), at a purchase price of $10.00 1.50 per Placement Unit Warrant in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units Warrants is referred to herein as the “Unit Warrant Private Placement.” The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the warrants included in the Placement Units (the “Placement Warrants”) Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities Warrants sold in the Unit Warrant Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and Company, (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None permitted transferees and (iii) none of the Placement Securities may be sold, assigned, pledged, hypothecated assigned or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor or its permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Units Warrants shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date Date and option Option Closing Date (if any) as provided for in the Private Placement Units Warrants Purchase Agreement. 1.3.3 1.4.3 Pursuant to the Forward Purchase Contract (as defined below), B. Xxxxx Principal InvestmentsPivotal Spac Funding II LLC (“PSF”), LLC, an affiliate a member of the Sponsor, will has agreed to purchase from the Company 2,500,000 units that are identical up to $150,000,000 of securities of the Placement Units, subject to certain limited exceptions described in the Prospectus Company (the “Forward Purchase UnitsSecurities”, which term shall include all equity, debt and other securities included therein, and any shares of Common Stock issuable upon conversion or exercise thereof), for an aggregate purchase price of $25,000,000, in a private placement transaction, transaction intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. .” The shares type and amount of Common Stock included in the Forward Purchase Units (Securities to be purchased will be determined by the “Forward Purchase Shares”), Company and PSF at the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise time of the Forward Purchase Warrants are hereinafter referred entry by the Company into a definitive business combination agreement with respect to collectively as the “Forward Purchase Securities.” initial Business Combination. The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Founder Shares and the Forward Purchase Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.3.1 On November 141.4.1 In connection with the Company’s organization, 2018, GA International Services Corp. the Company issued to M III Sponsor I LLC (“GA InternationalM III LLC”), a California corporation, owned by Great American Group, LLC (the “Sole Stockholder”), a wholly owned subsidiary of B. Xxxxx Financial, Inc. (“B. Xxxxx Financial”), the parent of B. Xxxxx 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 for an aggregate consideration of $25,000, 3,593,750 shares of the Company’s Class B common stock, par value $0.0001 Common Stock (the “Founder Shares”) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 5, 2015 the Company effectuated a 1.760-for-1 stock split in the form of a dividend. Thereafter, the Company cancelled a portion of the shares issued in such split, resulting in an aggregate of 5,031,250 founder shares outstanding and held by the Sole Stockholder (up to 468,750 656,250 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). M III LLC subsequently transferred certain of the Founder Shares pursuant to a share transfer agreement (“Share Transfer Agreement”) to certain of the other Insider Stockholders as well as to M III Sponsor I LP (“M III LP” and together with M III LLC, the “Sponsor”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder Insider Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; and or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the shares of 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) earlier, in each case, if, subsequent to the date on which Business Combination, the Company (1) consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other propertyproperty or (2) consummates a consolidation, merger or other transaction in which the Company is the surviving entity but which results in a change in the majority of the Company’s board of directors or management team. The Sole Stockholder Insider Stockholders 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 Insider Stockholders 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 Insider Stockholders 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 exercise, if any, of the Over-allotment Option (not and including the purchase of the Placement Shares Units (as defined below))) by the Sponsor. 1.3.2 1.4.2 Simultaneously with the Closing Date, pursuant to the Private Placement Units Purchase Agreement (as defined below), the Sponsor and Cantor Fxxxxxxxxx will consummate the purchase from the Company 425,000 pursuant to Subscription Agreements (as defined in Section 2.21.2 hereof), of 510,000 units (or 462,500 units 430,000 to the extent the Over-allotment Option is exercised in fullSponsor and 80,000 to Cantor) that which units are identical to the Firm Units, subject to certain limited exceptions Units except as described in the Prospectus (as defined below) below (the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” The Warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units (the “Placement Shares”)Units, the warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities Units sold in the Unit Private Placement. The Placement Warrants Units are identical to the Warrants Firm Units except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated assigned or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor initial purchasers or its their permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.” The proceeds from the sale of the Placement Units shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Purchase AgreementAccount. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Forward Purchase Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.3.1 On November 14(i) The Representative has advised the Company as follows: in connection with the Company’s organization, 2018, GA International Services Corp. the Company issued to MIHI LLC (“GA InternationalMIHI”), a California corporationan affiliate (as such term is used in Rule 405 under the Securities Act) of the Representative, owned by Great American Groupfor aggregate consideration of $25,000, LLC 100 common units (the “Sole StockholderCommon Units”), in a wholly owned subsidiary of B. Xxxxx Financial, Inc. (“B. Xxxxx Financial”), the parent of B. Xxxxx Principal Sponsor Co., LLC (the “Sponsor”), merged into the Company. GA International operated as GA International Services, LLC, a former California limited liability company, private placement exempt 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 registration under Section 4(a)(2) of the membership interests in GA International ServicesSecurities Act; on January 3, LLC were issued to the Sole Stockholder in 2012. On November 19, 20182017, the Company effectuated converted into a recapitalization of corporation and, in conjunction with, and effective upon, the Companyconversion, which included a 1-for-3,593,750 stock split resulting in an aggregate of 3,593,750 the Common Units were converted into 100 shares of the Company’s Class B common stock, par value $0.0001 Common Stock (the “Founder Shares”); MIHI subsequently transferred the Founder Shares to the Sponsor pursuant to a written agreement; the Company undertook a stock split, outstanding and effective as of February 15, 2017, as a result of which the Sponsor held by the Sole Stockholder 7,187,500 Founder Shares (up to 468,750 937,500 of which are the Sponsor’s Founder Shares will be subject to forfeiture to the extent the Over-allotment Option is not exercised in full); the Sponsor subsequently sold certain of such shares to certain of the Company’s officers and/or directors (the “initial stockholders”); no underwriting discounts, commissions or placement fees have been or will be payable in connection with the initial purchase of the Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder initial stockholders of the Company until the earlier of: (i) one year following after the consummation completion of the Business Combination; and or (ii) subsequent to the consummation of a Business Combination, (x) when the last reported closing price of the shares of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation completion of the Business Combination; or (y) earlier, in each case if, subsequent to the date on which Business Combination, the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which that results in all of the Company’s stockholders Public Stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The Sole Stockholder initial stockholders who hold Founder Shares 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 Sponsor will be required to forfeit such number of Founder Shares held by the Sponsor such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below))Offering. 1.3.2 (ii) Simultaneously with the Closing Initial Delivery Date, pursuant to the Private Placement Units Purchase Agreement (as defined below), the Sponsor will consummate the purchase from the Company 425,000 units (or 462,500 units pursuant to the extent the Over-allotment Option is exercised in full) that are identical to the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined below) a written agreement of 7,000,000 warrants (the “Placement UnitsWarrants”), ) at a purchase price of $10.00 1.00 per Placement Unit Warrant in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Securities Act. The private placement of the Placement Units Warrants is referred to herein as the “Unit Private Placement.” The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor or its permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Purchase Agreement. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or Placement Warrants to be sold in the Forward Private Placement. The Placement Warrants will be identical to the Public Warrants except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the initial purchasers of the Placement Warrants or their permitted transferees. None of the Placement Warrants may be sold, assigned or transferred by the initial purchasers of the Placement Warrants or their permitted transferees until thirty (30) days after completion of a Business Combination (except as disclosed in the Prospectus). The Public Securities, the Placement Securities, the Forward Purchase Securities Warrants and the Founder Shares are hereinafter referred to collectively as the “Securities.”” The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Private Placements. 1.3.1 On November 14(i) The Representative has advised the Company as follows: in connection with the Company’s organization, 2018, GA International Services Corp. the Company issued to MIHI LLC (“GA InternationalMIHI”), a California corporationan affiliate (as such term is used in Rule 405 under the Securities Act) of the Representative, owned by Great American Groupfor aggregate consideration of $25,000, LLC 100 common units (the “Sole StockholderCommon Units”), in a wholly owned subsidiary of B. Xxxxx Financial, Inc. (“B. Xxxxx Financial”), the parent of B. Xxxxx Principal Sponsor Co., LLC (the “Sponsor”), merged into the Company. GA International operated as GA International Services, LLC, a former California limited liability company, private placement exempt 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 registration under Section 4(a)(2) of the membership interests in GA International ServicesSecurities Act; on January 3, LLC were issued to the Sole Stockholder in 2012. On November 19, 20182017, the Company effectuated converted into a recapitalization of corporation and, in conjunction with, and effective upon, the Companyconversion, which included a 1-for-3,593,750 stock split resulting in an aggregate of 3,593,750 the Common Units were converted into 100 shares of the Company’s Class B common stock, par value $0.0001 Common Stock (the “Founder Shares”); MIHI subsequently transferred the Founder Shares to the Sponsor pursuant to a written agreement; the Company undertook a stock split, outstanding and effective as of February 15, 2017, as a result of which the Sponsor held by the Sole Stockholder 7,187,500 Founder Shares (up to 468,750 675,000 of which are the Sponsor’s Founder Shares will be subject to forfeiture to the extent the Over-allotment Option is not exercised in full); the Sponsor subsequently (A) sold certain of such shares to certain of the Company’s officers and/or directors (the “initial stockholders”) and (B) surrendered 2,875,000 of its shares to the Company for no consideration; no underwriting discounts, commissions or placement fees have been or will be payable in connection with the initial purchase of the Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder initial stockholders of the Company until the earlier of: (i) one year following after the consummation completion of the Business Combination; and or (ii) subsequent to the consummation of a Business Combination, (x) when the last reported closing price of the shares of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation completion of the Business Combination; or (y) earlier, in each case if, subsequent to the date on which Business Combination, the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which that results in all of the Company’s stockholders Public Stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The Sole Stockholder initial stockholders who hold Founder Shares 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 Sponsor will be required to forfeit such number of Founder Shares held by the Sponsor such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below))Offering. 1.3.2 (ii) Simultaneously with the Closing Initial Delivery Date, pursuant to the Private Placement Units Purchase Agreement (as defined below), the Sponsor will consummate the purchase from the Company 425,000 units pursuant to a written agreement (or 462,500 units to the extent the Over-allotment Option is exercised in full“Warrant Purchase Agreement”) that are identical to the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined below) of 7,050,000 warrants (the “Placement UnitsWarrants”), ) at a purchase price of $10.00 1.00 per Placement Unit Warrant in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Securities Act. Under the Warrant Purchase Agreement, the Sponsor has also agreed that if the Over-allotment Option is exercised in full or in part, it will purchase from the Company an additional number of Placement Warrants (up to a maximum of 270,000) at a purchase price of $1.00 per warrant, in an amount necessary to maintain the funds held in the Trust Account at $10.10 per Unit. The private placement of the Placement Units Warrants is referred to herein as the “Unit Private Placement.” The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor or its permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Purchase Agreement. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or Placement Warrants to be sold in the Forward Private Placement. The Placement Warrants will be identical to the Public Warrants except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the initial purchasers of the Placement Warrants or their permitted transferees. None of the Placement Warrants may be sold, assigned or transferred by the initial purchasers of the Placement Warrants or their permitted transferees until thirty (30) days after completion of a Business Combination (except as disclosed in the Prospectus). The Public Securities, the Placement Securities, the Forward Purchase Securities Warrants and the Founder Shares are hereinafter referred to collectively as the “Securities.”” The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Private Placements. 1.3.1 1.3.1. On November 14May 7, 20182021, GA International Services Corp. the Company issued to Larkspur Health LLC (“GA International”), a California corporation, owned by Great American Group, LLC (the “Sole Stockholder”), a wholly owned subsidiary of B. Xxxxx Financial, Inc. (“B. Xxxxx FinancialLarkspur”), the parent Company’s directors, the Representative, and certain other investors for aggregate consideration of B. Xxxxx Principal $25,000, an aggregate of 2,156,250 shares (as adjusted pursuant to the forfeiture described herein,the “Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), including an aggregate of 632,500 shares of Class B Common Stock issued to the Representative (as adjusted pursuant to the forfeiture described herein, the “Representative’s 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”). On September 11, 2021, the Representative forfeited 21,777 of the Representative’s Shares, and on [_], 2021, the Representative transferred 110,723 of the Representative’s Shares to certain other investors (the “Additional Sponsor Co.Investors,” together with Larkspur, LLC (the “Sponsor”), merged into the Companyresulting in 500,000 Founder Shares remaining outstanding. GA International operated as GA International ServicesOn [_], LLC2021, 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 Larkspur transferred 231,423 Founder Shares to the Sole Stockholder in 2012Additional Sponsor Investors. On November 194, 20182021, the Company effectuated a recapitalization reissued 21,777 Founder Shares to one of the CompanyAdditional Sponsor Investors. No underwriting discounts, which included a 1-for-3,593,750 stock split resulting commissions or placement fees have been or will be payable in an aggregate of 3,593,750 shares connection with the sale of the Company’s Class B common stock, par value $0.0001 (the “Founder Shares”), outstanding . The Founder Shares shall be held in escrow 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 restrictions on transfer as described set forth in the Registration Statement, none . The holders 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 any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination. The Sole Stockholder ”) 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, (ii) shall not have be entitled to exercise any redemption rights with respect to such Founder Shares and (iii) shall not be entitled to sell any such shares to the Founder SharesCompany in any tender offer in connection with a proposed Business Combination. In To the event extent that the Over-allotment Allotment Option is not exercised by the Underwriters in fullfull or in part, the Sole Stockholder will be required up to forfeit such number 281,250 of Founder Shares such that the Founder Shares will comprise (including up to 60,723 Founder Shares held by the Representative) shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% of ownership interest in the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)). The Representative also agreed to transfer an additional 4,494 Founder Shares to the Sponsors if the Over-Allotment Option is not including exercised. 1.3.2. The holders of the Placement Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below)in Section 2.24.5). 1.3.2 1.3.3. Simultaneously with the Closing Date, pursuant to the Private Placement Units Purchase Agreement (as defined below), the Sponsor Sponsors will purchase from the Company 425,000 pursuant to the Subscription Agreements (as defined in Section 2.24.2 below) an aggregate of 317,600 units (or 462,500 328,850 units to the extent if the Over-allotment Allotment Option is exercised in full) that are identical to the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined belowexercised) (the “Placement Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and three-fourths of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Placement Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The private placement terms of the Placement Units is referred to herein as the “Unit Private Placement.” The Placement Units, the shares of Common Stock included Private Shares and Private Warrants are as described in the Placement Units Prospectus (the “Placement Shares”as defined in Section 2.1.1 below), the warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” . No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor or its permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Purchase Agreement. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Forward Purchase Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.3.1 On November 141.4.1 In connection with the Company’s organization, 2018, GA International Services Corp. the Company issued to M III Sponsor I LLC (“GA InternationalM III LLC”), a California corporation, owned by Great American Group, LLC (the “Sole Stockholder”), a wholly owned subsidiary of B. Xxxxx Financial, Inc. (“B. Xxxxx Financial”), the parent of B. Xxxxx 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 for an aggregate consideration of $25,000, 3,593,750 shares of the Company’s Class B common stock, par value $0.0001 Common Stock (the “Founder Shares”) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 5, 2015 the Company effectuated a 1.760-for-1 stock split in the form of a dividend. Thereafter, a portion of the shares were cancelled, resulting in an aggregate of 4,312,500 founder shares outstanding and held by the Sole Stockholder (up to 468,750 562,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). Prior to the date hereof, M III LLC transferred certain of the Founder Shares pursuant to a share transfer agreement (“Share Transfer Agreement”) to certain of the other Insider Stockholders as well as to M III Sponsor I LP (“M III LP” and together with M III LLC, the “Sponsor”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder Insider Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; and or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the shares of 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) earlier, in each case, if, subsequent to the date on which Business Combination, the Company (1) consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other propertyproperty or (2) consummates a consolidation, merger or other transaction in which the Company is the surviving entity but which results in a change in the majority of the Company’s board of directors or management team. The Sole Stockholder Insider Stockholders 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 Insider Stockholders 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 Sponsor 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 exercise, if any, of the Over-allotment Option (not including and excluding the purchase of the Placement Shares Units (as defined below))) by the Sponsor. 1.3.2 1.4.2 Simultaneously with the Closing Date, pursuant to the Private Placement Units Purchase Agreement (as defined below), the Sponsor and Cantor Xxxxxxxxxx will consummate the purchase from the Company 425,000 pursuant to Subscription Agreements (as defined in Section 2.21.2 hereof), of 460,000 units (or 462,500 units 340,000 to the extent the Over-allotment Option is exercised in fullSponsor and 120,000 to Cantor) that which units are identical to the Firm Units, subject to certain limited exceptions Units except as described in the Prospectus (as defined below) below (the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” The Warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units (the “Placement Shares”)Units, the warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities Units sold in the Unit Private Placement. The Placement Warrants Units are identical to the Warrants Firm Units except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated assigned or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor initial purchasers or its their permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.” The proceeds from the sale of the Placement Units shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Purchase AgreementAccount. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Forward Purchase Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.3.1 On November August 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. Xxxxx Financial, Inc. (“B. Xxxxx Financial”)2020, the parent of B. Xxxxx Principal Sponsor Co., LLC Company issued to CG Investments Inc. VI (the “Sponsor”), merged into an affiliate of the Representative, 2,156,250 shares of common stock of the Company. GA International operated as GA International ServicesOn September 4, 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, 20182020, the Company effectuated a recapitalization issued to HB Strategies LLC (“HB”), 5,031,250 shares of common stock of the Company. [On December 21, which included a 1-for-3,593,750 stock split 2020, the Sponsor forfeited 862,500 of such shares to the Company and HB forfeited [1,581,250] of such shares to the Company, resulting in an aggregate of 3,593,750 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 (the “Founder Shares”), outstanding and held by the Sole Stockholder Sponsor and HB (up to 468,750 562,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full).] On December 21, 2020, 143,750 Founder Shares were issued to each of Gov. Xxxxx Xxxxxxx, Messrs. Xxxxx Xxxxxxxx and Xxxx Xxxxxxx (collectively with the Sponsor, the “Initial Stockholders”), the Company’s independent director nominees, at par value. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder Initial Stockholders or until the earlier of: (i) one year six months 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 at least 60 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 Initial Stockholders 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 Initial Stockholders 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 Sponsor 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 exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below))Option. 1.3.2 Simultaneously with the Closing Date, pursuant to the Private Placement Units Warrants Purchase Agreement (as defined below), the Sponsor HB will purchase from the Company 425,000 units (or 462,500 units to the extent the Over-allotment Option is exercised in full) an aggregate of 1,750,000 warrants that are identical to the Warrants sold as part of the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined below) (the “Placement UnitsWarrants”), at a purchase price of $10.00 1.00 per Placement Unit Warrant in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units Warrants is referred to herein as the “Unit Warrant Private Placement.” The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the warrants included in the Placement Units (the “Placement Warrants”) Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Warrant Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor or its permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Units Warrants shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Warrants Purchase Agreement. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Forward Purchase Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.3.1 On November 14(i) The Representative has advised the Company as follows: in connection with the Company’s organization, 2018, GA International Services Corp. the Company issued to MIHI LLC (“GA InternationalMIHI”), a California corporationan affiliate (as such term is used in Rule 405 under the Securities Act) of the Representative, owned by Great American Groupfor aggregate consideration of $25,000, LLC 100 common units (the “Sole StockholderCommon Units”), in a wholly owned subsidiary of B. Xxxxx Financial, Inc. (“B. Xxxxx Financial”), the parent of B. Xxxxx Principal Sponsor Co., LLC (the “Sponsor”), merged into the Company. GA International operated as GA International Services, LLC, a former California limited liability company, private placement exempt 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 registration under Section 4(a)(2) of the membership interests in GA International ServicesSecurities Act; on January 3, LLC were issued to the Sole Stockholder in 2012. On November 19, 20182017, the Company effectuated converted into a recapitalization of corporation and, in conjunction with, and effective upon, the Companyconversion, which included a 1-for-3,593,750 stock split resulting in an aggregate of 3,593,750 the Common Units were converted into 100 shares of the Company’s Class B common stock, par value $0.0001 Common Stock (the “Founder Shares”); MIHI subsequently transferred the Founder Shares to the Sponsor pursuant to a written agreement; the Company undertook a stock split, outstanding and effective as of February 15, 2017, as a result of which the Sponsor held by the Sole Stockholder 7,187,500 Founder Shares (up to 468,750 562,500 of which are the Sponsor’s Founder Shares will be subject to forfeiture to the extent the Over-allotment Option is not exercised in full); the Sponsor subsequently (A) sold certain of such shares to certain of the Company’s officers and/or directors (the “initial stockholders”) and (B) surrendered 2,875,000 of its shares to the Company for no consideration; no underwriting discounts, commissions or placement fees have been or will be payable in connection with the initial purchase of the Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder initial stockholders of the Company until the earlier of: (i) one year following after the consummation completion of the Business Combination; and or (ii) subsequent to the consummation of a Business Combination, (x) when the last reported closing price of the shares of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividendscapitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation completion of the Business Combination; or (y) earlier, in each case if, subsequent to the date on which Business Combination, the Company consummates completes a liquidation, merger, stock exchange or other similar transaction which that results in all of the Company’s stockholders Public Stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The Sole Stockholder initial stockholders who hold Founder Shares 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 Sponsor will be required to forfeit such number of Founder Shares held by the Sponsor such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below))Offering. 1.3.2 (ii) Simultaneously with the Closing Initial Delivery Date, pursuant to the Private Placement Units Purchase Agreement (as defined below), the Sponsor will consummate the purchase from the Company 425,000 units pursuant to a written agreement (or 462,500 units to the extent the Over-allotment Option is exercised in full“Warrant Purchase Agreement”) that are identical to the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined below) of 6,150,000 warrants (the “Placement UnitsWarrants”), ) at a purchase price of $10.00 1.00 per Placement Unit Warrant in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Securities Act. Under the Warrant Purchase Agreement, the Sponsor has also agreed that if the Over-allotment Option is exercised in full or in part, it will purchase from the Company an additional number of Placement Warrants (up to a maximum of 225,000) at a purchase price of $1.00 per warrant, in an amount necessary to maintain the funds held in the Trust Account at $10.10 per Unit. The private placement of the Placement Units Warrants is referred to herein as the “Unit Private Placement.” The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor or its permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Purchase Agreement. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or Placement Warrants to be sold in the Forward Private Placement. The Placement Warrants will be identical to the Public Warrants except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the initial purchasers of the Placement Warrants or their permitted transferees. None of the Placement Warrants may be sold, assigned or transferred by the initial purchasers of the Placement Warrants or their permitted transferees until thirty (30) days after completion of a Business Combination (except as disclosed in the Prospectus). The Public Securities, the Placement Securities, the Forward Purchase Securities Warrants and the Founder Shares are hereinafter referred to collectively as the “Securities.”” The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Private Placements. 1.3.1 On November 14June 3, 20182019, GA International Services Corp. (“GA International”), a California corporation, owned by Great American Groupthe Company issued to X. Xxxxx Principal Investments, LLC (the “Sole StockholderBRPI”), a wholly owned subsidiary of B. X. Xxxxx Financial, Inc. (“B. X. Xxxxx Financial”), the parent of B. X. Xxxxx Principal Sponsor Co.Co. II, LLC (the “Sponsor”), merged into 10,000 shares of common stock of the Company. GA International operated as GA International ServicesIn January 2020, 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 BRPI contributed such shares to the Sole Stockholder in 2012Sponsor. On November 19February 3, 20182020, the Company effectuated a recapitalization of the Company, which included a 1-for-3,593,750 for-575 stock split split. On May 19, 2020, the Sponsor forfeited 718,750 of such shares to the Company, resulting in an aggregate of 3,593,750 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 (the “Founder Shares”), outstanding and held by the Sole Stockholder Sponsor (up to 468,750 656,250 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). On April 21, 2020, 20,000 Founder Shares were transferred to each of Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx Xxxx (collectively with the Sponsor, the “Initial Stockholders”), the Company’s independent director nominees, at par value. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder Initial Stockholders or 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 Initial Stockholders 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 Initial Stockholders 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 Sponsor 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 exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below)). 1.3.2 Simultaneously with the Closing Date, pursuant to the Private Placement Units Purchase Agreement (as defined below), the Sponsor will purchase from the Company 425,000 650,000 units (or 462,500 728,750 units to the extent the Over-allotment Option is exercised in full) that are identical to the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined below) (the “Placement Units”), at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor or its permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Purchase Agreement. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. X. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Forward Purchase Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.3.1 On November August 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. Xxxxx Financial, Inc. (“B. Xxxxx Financial”)2020, the parent of B. Xxxxx Principal Sponsor Co., LLC Company issued to CG Investments Inc. VI (the “Sponsor”), merged into an affiliate of the Representative, 2,156,250 shares of common stock of the Company. GA International operated as GA International ServicesOn September 4, 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, 20182020, the Company effectuated a recapitalization issued to HB Strategies LLC (“HB”), 5,031,250 shares of common stock of the Company. On December 21, which included a 1-for-3,593,750 stock split 2020, the Sponsor forfeited 862,500 of such shares to the Company and HB forfeited 2,443,750 of such shares to the Company, resulting in an aggregate of 3,593,750 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 (the “Founder Shares”), outstanding and held by the Sole Stockholder Sponsor and HB (up to 468,750 562,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). On December 21, 2020, 143,750 Founder Shares were issued to each of Gov. Xxxxx Xxxxxxx, Messrs. Xxxxx Xxxxxxxx and Xxxx Xxxxxxx (collectively with the Sponsor, the “Initial Stockholders”), the Company’s independent director nominees, at par value. In January 2021, the Company effectuated a dividend resulting in there being an aggregate of 5,175,000 Founder Shares outstanding. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder Initial Stockholders or until the earlier of: (i) one year six months 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 at least 60 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 Initial Stockholders 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 Initial Stockholders 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 Sponsor 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 exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below))Option. 1.3.2 Simultaneously with the Closing Date, pursuant to the Private Placement Units Warrants Purchase Agreement (as defined below), the Sponsor HB will purchase from the Company 425,000 units (or 462,500 units to the extent the Over-allotment Option is exercised in full) an aggregate of 1,750,000 warrants that are identical to the Warrants sold as part of the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined below) (the “Placement UnitsWarrants”), at a purchase price of $10.00 1.00 per Placement Unit Warrant in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units Warrants is referred to herein as the “Unit Warrant Private Placement.” The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the warrants included in the Placement Units (the “Placement Warrants”) Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Warrant Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor or its permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Units Warrants shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Warrants Purchase Agreement. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Forward Purchase Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.3.1 On November 14June 3, 20182019, GA International Services Corp. (“GA International”), a California corporation, owned by Great American Groupthe Company issued to X. Xxxxx Principal Investments, LLC (the “Sole StockholderBRPI”), a wholly owned subsidiary of B. X. Xxxxx Financial, Inc. (“B. X. Xxxxx Financial”), the parent of B. X. Xxxxx Principal Sponsor Co.Co. II, LLC (the “Sponsor”), merged into 10,000 shares of common stock of the Company. GA International operated as GA International ServicesIn January 2020, 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 BRPI contributed such shares to the Sole Stockholder in 2012Sponsor. On November 19February 3, 20182020, the Company effectuated a recapitalization of the Company, which included a 1-for-3,593,750 for-575 stock split resulting in an aggregate of 3,593,750 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 (the “Founder Shares”), outstanding and held by the Sole Stockholder Sponsor (up to 468,750 750,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). On April 21, 2020, 20,000 Founder Shares were transferred to each of Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx Xxxx (collectively with the Sponsor, the “Initial Stockholders”), the Company’s independent director nominees, at par value. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder Initial Stockholders or 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 Initial Stockholders 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 Initial Stockholders 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 Sponsor 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 exercise, if any, of the Over-allotment Option (not including the Placement Shares (as defined below)). 1.3.2 Simultaneously with the Closing Date, pursuant to the Private Placement Units Purchase Agreement (as defined below), the Sponsor will purchase from the Company 425,000 725,000 units (or 462,500 815,000 units to the extent the Over-allotment Option is exercised in full) that are identical to the Firm Units, subject to certain limited exceptions described in the Prospectus (as defined below) (the “Placement Units”), at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the warrants included in the Placement Units (the “Placement Warrants”) and the shares of Common Stock issuable upon exercise of the Placement Warrants (the “Placement Warrant Shares”) are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by the Sponsor or its designees or affiliates. None of the Placement Securities may be sold, assigned, pledged, hypothecated or transferred or be the subject of any hedging, short sale, derivative, put, or call transaction by the Sponsor or its permitted transferees in compliance with FINRA Rule 5110(g)(1) and further until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing date and option Closing Date (if any) as provided for in the Private Placement Units Purchase Agreement. 1.3.3 Pursuant to the Forward Purchase Contract (as defined below), B. X. Xxxxx Principal Investments, LLC, an affiliate of the Sponsor, will purchase from the Company 2,500,000 units that are identical to the Placement Units, subject to certain limited exceptions described in the Prospectus (the “Forward Purchase Units”), for an aggregate purchase price of $25,000,000, in a private placement transaction, intended to be exempt from registration under Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination. The shares of Common Stock included in the Forward Purchase Units (the “Forward Purchase Shares”), the Forward Purchase Units, the warrants included in the Forward Placement Units (the “Forward Purchase Warrants”) and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants are hereinafter referred to collectively as the “Forward Purchase Securities.” The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Forward Purchase Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”