Common use of Private Placements Clause in Contracts

Private Placements. 1.3.1. On February 23, 2021, the Company issued to DD3 Sponsor Group III, LLC (the “Sponsor”), for aggregate consideration of $25,000, 4,312,500 shares of Class B common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 of the Insider Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% ownership interest in the Common Stock of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment Option (and excluding any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. On February 23, 2021, the The Company issued to DD3 Sponsor Group IIIan aggregate of 1,150,000 Class B ordinary shares, LLC par value $0.0001 per share (the “SponsorFounder Shares”), for aggregate consideration of $25,000, 4,312,500 shares of Class B common stock to Xiaosen Sponsor LLC (the “Insider SharesSponsor”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination, or entering into contractual arrangements, combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall it they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 150,000 of the Insider Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the Sponsorbeneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% ownership interest in the Common Stock of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative’st Shares (defined below), the Private Shares (defined below) and excluding the purchase of any shares purchased Firm Units in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. On February 23October 13, 20212020, the Company issued to DD3 Sponsor Group IIIGroup, LLC (the “Sponsor”), for aggregate consideration of $25,000, 4,312,500 2,875,000 shares of Class B common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate 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”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 375,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% ownership interest in the Common Stock of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the Private Shares (defined below) and any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. On February 23, 2021In October 2017, the Company issued to DD3 Sponsor Group IIIAxis Public Ventures S. de X.X. de C.V. (“Axis”), LLC an affiliate of Axis Capital Management (the “Sponsor”), for aggregate consideration of $25,000, 4,312,500 25,000 an aggregate of 2,875,000 shares of Class B common stock Common Stock (the “Insider Founders’ Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2018, Axis transferred 862,500 of such shares to Lion Point Capital, LP (“Lion Point”) for the same purchase price originally paid for such shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founders’ Shares. The Insider Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall it they be entitled to sell such Insider Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 375,000 of the Insider Founders’ Shares shall be forfeited in an amount subject to forfeiture (on a pro rata basis between the Sponsor and Lion Point, based on their respective ownership of Founders’ Shares). The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the Sponsor’s their collective 20% ownership interest in the Common Stock of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the Private Units and any shares purchased by them in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)Offering).

Private Placements. 1.3.11.4.1. On February 23, 2021In May 2017, the Company issued to DD3 Sponsor Group IIIBlack Ridge Oil & Gas, LLC Inc. (the “Sponsor”), ) for aggregate consideration of $25,000, 4,312,500 25,000 an aggregate of 2,875,000 shares of Class B common stock Common Stock (the “Insider Founders’ Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founders’ Shares. The Insider Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall it they be entitled to sell such Insider Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 375,000 of the Insider Founders’ Shares shall be forfeited in an amount subject to forfeiture. The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the Sponsor’s their collective 20% ownership interest in the Common Stock of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the purchase by the Sponsor of the Private Units and any shares purchased by them in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)Offering).

Private Placements. 1.3.1. On February 23March 22, 2021, the Company issued to DD3 Sponsor Group III, LLC Oxus Capital PTE. LTD (the “Sponsor”), and certain other officers, directors or their affiliates or designees (collectively, the “Insiders”), for aggregate consideration of $25,000, 4,312,500 shares an aggregate of 8,625,000 Class B common stock ordinary shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2021 and July 2021, the Sponsor contributed an aggregate of 4,312,500 Insider Shares to the Company for cancellation, resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate 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”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall it be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 of the Insider Shares shall be forfeited in an amount necessary to maintain the Sponsor’s Insiders’ 20% ownership interest in the Common Stock of the Company Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the Representative’s Founder Shares (defined below) and any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. On In February 23, 2021, the Company issued to DD3 Sponsor Group IIIGigAcquisitions6, LLC (the “Sponsor”) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, 4,312,500 shares of Class B common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall it the holders be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 562,500 a maximum of the Insider Shares shall be forfeited in an amount 1,312,500 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Common Stock of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option (but excluding the issuance of the Private Units and excluding any shares purchased in the Offering purchase by the Sponsor or of any units in the Company’s officers, directors or their affiliates (“Insiders”))Offering.

Private Placements. 1.3.11.4.1. On February 23, 2021, the The Company issued to DD3 Sponsor Group IIIBig Rock Partners Sponsor, LLC (the “Sponsor”), ) for aggregate consideration of $25,000, 4,312,500 25,000 1,437,500 shares of Class B common stock the Company’s Common Stock (the “Insider Founder’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”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder’s Shares. The Insider Founder’s Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founder’s Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor shall not have conversion rights with respect to the Insider Founder’s Shares nor shall it they be entitled to sell such Insider Founder’s Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 187,500 of the Insider Founder’s Shares shall be forfeited in an amount subject to forfeiture by the Sponsor. The Sponsor will be required to forfeit only a number of Founder’s Shares necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Common Stock of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the issuance of the Representative’s Shares and the purchase by the Sponsor of the Private Units (defined below) and any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)Offering).

Private Placements. 1.3.11.4.1. On February 23, 2021In November 2018, the Company issued to DD3 Sponsor Group III, LLC (the “Sponsor”), for Xxxxxxx X. Xxxxx an aggregate consideration of $25,000, 4,312,500 shares of Class B common stock 5,625,000 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Xx. Xxxxx subsequently transferred the Insider Shares to Tuscan Holdings Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and the Company’s other directors prior to the Offering (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, arrangements with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall it the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to 562,500 a maximum of the 750,000 Insider Shares shall be forfeited in an amount Shares, as is necessary to maintain the Sponsor’s Initial Stockholders’ 20% beneficial ownership interest in the Company’s Common Stock of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option (but excluding the issuance of the Representative’s Shares and excluding the Private Units and the purchase of any shares purchased in the Offering by the Sponsor or the Company’s officersOffering. EarlyBirdCapital, directors or their affiliates (“Insiders”)).Inc. [______], 2019

Private Placements. 1.3.1. On February 23, 2021In March 2024, the Company issued to DD3 Tavia Sponsor Group III, LLC Pte. Ltd. (the “Sponsor”), ) for aggregate consideration of $25,000, 4,312,500 shares an aggregate of Class B common stock 5,031,250 Ordinary Shares (the “Insider Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion redemption rights with respect to the Insider Founder Shares nor shall it be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 656,250 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% ownership interest in the Common Stock Ordinary Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the EBC Founder Shares (defined below) and any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.11.4.1. On February 23, 2021In October 2017, the Company issued to DD3 Sponsor Group IIIAxis Public Ventures S. de R.L. xx C.V. (“Axis”), LLC an affiliate of Axis Capital Management (the “Sponsor”), for aggregate consideration of $25,000, 4,312,500 25,000 an aggregate of 2,875,000 shares of Class B common stock Common Stock (the “Insider Founders’ Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2018, Axis transferred 862,500 of such shares to Lion Point Capital, LP (“Lion Point”) for the same purchase price originally paid for such shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founders’ Shares. The Insider Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall it they be entitled to sell such Insider Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 375,000 of the Insider Founders’ Shares shall be forfeited in an amount subject to forfeiture (on a pro rata basis between the Sponsor and Lion Point, based on their respective ownership of Founders’ Shares). The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the Sponsor’s their collective 20% ownership interest in the Common Stock of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the Private Units and any shares purchased by them in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)Offering).

Private Placements. 1.3.11.4.1. On February 23, 2021In May 2016 and May 2017, the Company issued to DD3 Pensare Sponsor Group IIIGroup, LLC (the “Sponsor”), ) and the Company’s director nominees and strategic advisors for aggregate consideration of $25,000, 4,312,500 25,000 an aggregate of 7,187,500 shares of Class B the Company’s common stock (the “Insider Founders’ Shares”) in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2017, the Sponsor transferred 1,575,000 of such shares to MasTec, Inc. (“MasTec”) for the same purchase price originally paid for such shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founders’ Shares. The Insider Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founders’ Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall it they be entitled to sell such Insider Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 937,500 of the Insider Founders’ Shares shall be forfeited in an amount subject to forfeiture. The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the Sponsor’s their collective 20% ownership interest in the Common Stock of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding any shares purchased by them in the Offering by the Sponsor or the Company’s officersOffering). EarlyBirdCapital, directors or their affiliates (“Insiders”)).Inc. [_____], 2017

Private Placements. 1.3.11.4.1. On In February 23, 2021, the Company issued to DD3 Sponsor Group IIIGigAcquisitions5, LLC (the “Sponsor”) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, 4,312,500 shares of Class B common stock (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities combination (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall it the holders be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 562,500 a maximum of the Insider Shares shall be forfeited in an amount 1,312,500 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Common Stock of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option (but excluding the issuance of the Private Units and excluding any shares purchased in the Offering purchase by the Sponsor or of any units in the Company’s officers, directors or their affiliates (“Insiders”))Offering.

Private Placements. 1.3.1. On February 23, 2021In March 2024, the Company issued to DD3 Tavia Sponsor Group III, LLC Pte. Ltd. (the “Sponsor”), ) for aggregate consideration of $25,000, 4,312,500 shares an aggregate of 5,031,250 Class B common stock A Ordinary Shares (the “Insider Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have conversion redemption rights with respect to the Insider Founder Shares nor shall it be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 656,250 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% ownership interest in the Common Stock Public Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the EBC Founder Shares (defined below) and any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. On February 23, 2021, the The Company issued to DD3 Sponsor Group III, LLC an aggregate of 1,150,000 Ordinary Shares (the “SponsorFounder Shares”), for aggregate consideration of $25,000, 4,312,500 shares of Class B common stock (the “Insider Shares”) in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination, or entering into contractual arrangements, combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall it they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 150,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% Insiders’ initial ownership interest (approximately 23.22%) in the Common Stock of the Company Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the Representative’s Shares, the Private Shares (defined below) and any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.3.1. On February 23April 7, 2021, the Company issued to DD3 Sponsor Group III, Chavant Capital Partners LLC (the “Sponsor”), for aggregate consideration of $25,000, 4,312,500 shares of Class B common stock (the “Insider Shares”) 2,452,419 Ordinary 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”). Also in [April] 2021, the Company issued to the Representatives and their designees (collectively, the “Roth Xxxignees”) 422,581 Ordinary Shares (together with the shares issued to the Sponsor, the “Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be are subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor and Roth Xxxignees shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor and Roth Xxxignees shall not have conversion rights with respect to the Insider Founder Shares nor shall it they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 562,500 of 319,881 Founder Shares held by our Sponsor and up to 55,119 Founder Shares held by the Insider Shares Roth Xxxignees shall be forfeited in an amount necessary to maintain the Sponsor’s collective 20% ownership interest in the Common Stock Ordinary Shares of the Company Sponsor and Roth Xxxignees after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)and Roth Xxxignees).