Common use of Founder Shares Clause in Contracts

Founder Shares. On November 16, 2021, the Company issued to GSR Meteora Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, 2021, the Company effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 20, 2022, the Company effected a 5-for-4 stock split resulting in an aggregate of 7,906,250 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier of: (i) one year after completion of the Business Combination with or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or 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 completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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 Sponsor will be required to forfeit such number of Founder Shares (up to 1,031,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On November 16, In February 2021, the Company issued to GSR Meteora Sponsor LLC the Sponsors (the “Sponsor”defined below), for an aggregate consideration of $25,000, 5,750,000 8,653,333 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, In May 2021, the Company effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 200.001155625 dividend, 2022, the Company effected a 5-for-4 stock split resulting in the Sponsors holding an aggregate of 7,906,250 8,663,333 Founder Shares, as of the date hereof. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders any initial stockholder until the earlier of: (i) one year after completion with respect to 25% of the Business Combination with or (ii) subsequent to Founder Shares, the consummation of a the Business Combination, (xii) when with respect to 25% of the Founder Shares, until the closing price of the Common Stock equals or 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 following the consummation of the Business Combination; , (iii) with respect to 25% of the Founder Shares, such time when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (iv) with respect to 25% of such shares until the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or (y) earlier in any case, if, subsequent to the date on which Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange, reorganization merger or other similar transaction that results resulting in all a change in the majority of the Company’s board of directors or management team, and in which the Company is the surviving entity or, (ii) resulting in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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, FinTech Investor Holdings VI, LLC and FinTech Masala Advisors VI, LLC (collectively, the Sponsor “Sponsors”) will be required to forfeit such number of Founder Shares (up to 1,031,250 1,100,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On November 16, 2021In October 2020, the Company issued to GSR Meteora Sponsor Locust Walk Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 3,867,500 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, In January 2021, the Company effected a 1.10-for-1 stock split dividend of 0.17259212 shares for all outstanding Founder Shares. On January 20each share outstanding, 2022, the Company effected a 5-for-4 stock split resulting in there being an aggregate of 7,906,250 4,535,000 Founder SharesShares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders any initial stockholder until the earlier of: (i) one year after completion with respect to 25% of the Business Combination with or (ii) subsequent to Founder Shares, the consummation of a the Business Combination, (xii) with respect to 25% of the Founder Shares, such time when the closing price of the Common Stock equals or 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 following the consummation of the Business Combination; , (iii) with respect to 25% of the Founder Shares, such time when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (iv) with respect to the remaining 25% of the Founder Shares, such time when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or (y) earlier in any case, if, subsequent to the date on which Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange, reorganization merger or other similar transaction that results resulting in all a change in the majority of the Company’s board of directors or management team, and in which the Company is the surviving entity or, (ii) resulting in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities cash or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)securities. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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 Sponsor will be required to forfeit such number of Founder Shares (up to 1,031,250 573,750 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On November 16, In January 2021, the Company issued to GSR Meteora Fusion Sponsor II LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, In February 2021, the Company effected a 1.10-for-1 1:1.2167 stock split for all outstanding of the Company’s Class B common stock, resulting in the Sponsor holding an aggregate of 10,493,750 Founder SharesShares (up to 1,368,750 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). On January 20, 2022In February 2021, the Company effected a 5-for-4 1:1.19178 stock split of the Company’s Class B common stock, resulting in the Sponsor holding an aggregate of 7,906,250 12,506,250 Founder SharesShares (up to 1,631,250 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders Sponsor until the earlier of: (i) one year after completion following the consummation of the Business Combination with Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the 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 150 days after the consummation of the Business Combination; or (y) the date on which the Company completes consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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 Sponsor will be required to forfeit such number of Founder Shares (up to 1,031,250 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On November 16, 2021In January 2019, the Company issued to GSR Meteora Insurance Acquisition Sponsor II, LLC (the “SponsorIAS”), for an aggregate consideration of $25,000, 5,750,000 1,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December July 28, 20212020, the Company effected a 1.106,888.333-for-1 forward stock split for all outstanding split, resulting in the Company’s initial stockholders holding an aggregate of 6,888,333 Founder Shares. On January 20In August 2020, 2022IAS transferred an aggregate of 4,860,459 Founder Shares to Dioptra Advisors II, LLC (together with IAS, the “Sponsors”). In September 2020, the Company effected a 5-for-4 stock split dividend resulting in there being an aggregate of 7,906,250 7,846,667 Founder SharesShares outstanding (up to 1,000,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). As a result, the Sponsors hold an aggregate of 7,846,667 Founder Shares as of the date hereof. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders any initial stockholder until the earlier of: (i) one year after completion with respect to 20% of the Business Combination with or (ii) subsequent to Founder Shares, the consummation of a the Business Combination, (xii) with respect to 20% of the Founder Shares, such time when the closing price of the Common Stock equals or 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 following the consummation of the Business Combination; , (iii) with respect to 20% of the Founder Shares, such time when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, (iv) with respect to 20% of the Founder Shares, such time when the closing price of the Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (v) with respect to the remaining 20% of the Founder Shares, such time when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or (y) earlier in any case, if, subsequent to the date on which Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange, reorganization merger or other similar transaction that results resulting in all a change in the majority of the Company’s board of directors or management team, and in which the Company is the surviving entity or, (ii) resulting in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities cash or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)securities. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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 Sponsor Sponsors will be required to forfeit such number of Founder Shares (up to 1,031,250 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On November 16January 20, 2021, the Company issued to GSR Meteora Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share share, to ARC Global Investments II LLC (the “Founder SharesSponsor”), in a private placement exempt from registration under Section 4(a)(2) for an aggregate purchase price of the Securities Act of 1933, as amended (the “Act”)$25,000. On December 28July 1, 2021, the Company effected a 1.10three-for-1 for-one stock split for all outstanding Founder Shares. On January 20split, 2022such that the Sponsor held 8,625,000 shares, and on the date hereof, the Company effected a 5-for-4 stock split resulting in an aggregate of 7,906,250 Founder Sponsor surrendered for cancellation 1,437,500 shares, such that the Sponsor holds 7,187,500 shares (the “Founders Shares”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier of: (i) one year after completion six months following the consummation of the Business Combination with or Combination; (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock equals or 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 at least 150 days after the consummation of the initial Business Combination; or (yiii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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 Sponsor will be required to forfeit such number of Founder Shares (up to 1,031,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On November 16, 2021In June 2019, the Company issued to GSR Meteora Sponsor FinTech Investor Holdings V, LLC (the “SponsorFinTech Investor”), for an aggregate consideration of $25,000, 5,750,000 1,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, 2021In October 2020, the Company effected a 1.10an 8,455-for-1 forward stock split for all outstanding Founder Shares. On January 20split, 2022, the Company effected a 5-for-4 stock split resulting in FinTech Investor holding an aggregate of 7,906,250 8,455,000 Founder Shares, as of the date hereof. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders any initial stockholder until the earlier of: (i) one year after completion with respect to 25% of such shares, until consummation of the Business Combination with or initial business combination, (ii) subsequent with respect to 25% of the consummation of a Business CombinationFounder Shares, (x) when until the closing price of the Common Stock equals or 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 following the consummation of the Business Combination; , (iii) with respect to 25% of the Founder Shares, until the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or (y) earlier, in any case, if subsequent to the date on which Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange, reorganization merger or other similar transaction that results resulting in all a change in the majority of the Company’s board of directors or management team, and in which the Company is the surviving entity or (ii) resulting in the Company’ stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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, FinTech Investor and FinTech Masala Advisors IV, LLC (collectively, the Sponsor “Sponsors”) will be required to forfeit such number of Founder Shares (up to 1,031,250 1,075,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On November 16, 2021In January 2019, the Company issued to GSR Meteora Insurance Acquisition Sponsor II, LLC (the “SponsorIAS”), for an aggregate consideration of $25,000, 5,750,000 1,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December July 28, 20212020, the Company effected a 1.106,888.333-for-1 forward stock split for all outstanding split, resulting in the Company’s initial stockholders holding an aggregate of 6,888,333 Founder Shares. On January 20In August 2020, 2022, the Company effected a 5-for-4 stock split resulting in IAS transferred an aggregate of 7,906,250 5,018,333 Founder SharesShares to Dioptra Advisors II, LLC (together with IAS, the “Sponsors”). As a result, the Sponsors hold an aggregate of 6,888,333 Founder Shares as of the date hereof. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders any initial stockholder until the earlier of: (i) one year after completion with respect to 20% of the Business Combination with or (ii) subsequent to Founder Shares, the consummation of a the Business Combination, (xii) with respect to 20% of the Founder Shares, such time when the closing price of the Common Stock equals or 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 following the consummation of the Business Combination; , (iii) with respect to 20% of the Founder Shares, such time when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, (iv) with respect to 20% of the Founder Shares, such time when the closing price of the Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (v) with respect to the remaining 20% of the Founder Shares, such time when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or (y) earlier in any case, if, subsequent to the date on which Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange, reorganization merger or other similar transaction that results resulting in all a change in the majority of the Company’s board of directors or management team, and in which the Company is the surviving entity or, (ii) resulting in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities cash or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)securities. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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 Sponsor Sponsors will be required to forfeit such number of Founder Shares (up to 1,031,250 875,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On November 16June 25, 2021, the Company issued to GSR Meteora Sponsor Super Plus Management LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 an aggregate of 1,437,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)share. On December 28, 2021, the Company effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 20July 14, 2022, the Company effected a 5-for-4 1.2 for 1 stock split resulting in of the Company’s Class B common stock so that the Sponsor owned an aggregate of 7,906,250 Founder 1,725,000 shares of Class B common stock. On July 15, 2022, the Sponsor converted all of its Class B common stock into 1,725,000 shares of Class A common stock (the “Founders Shares”) on a one-for-one basis. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier of: of (ia) one year after completion six months following the consummation of the Business Combination with or and (ii) subsequent to the consummation of a Business Combination, (xb) when the closing price of the Common Stock equals or 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 at least 150 days after the consummation of the initial Business Combination; , or (y) the date on which earlier, if the Company completes a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s stockholders having the right to exchange their shares of common stock Common Stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business CombinationCombination within 9 months (or up to 18 months, if applicable) from the Effective Date. The holders of the 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 Sponsor Sponsors will be required to forfeit such number of Founder Shares (up to 1,031,250 225,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20approximately 19.12% of the issued and outstanding shares of the Company (but not including any shares of Common Stock issuable upon exercise of the Placement Shares (as defined below)Warrants) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On November 16, In February 2021, the Company issued to GSR Meteora Sponsor LLC the Sponsors (the “Sponsor”defined below), for an aggregate consideration of $25,000, 5,750,000 8,653,333 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, 2021, the Company effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 20, 2022, the Company effected a 5-for-4 stock split resulting in an aggregate of 7,906,250 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders any initial stockholder until the earlier of: (i) one year after completion with respect to 25% of the Business Combination with or (ii) subsequent to Founder Shares, the consummation of a the Business Combination, (xii) when with respect to 25% of the Founder Shares, until the closing price of the Common Stock equals or 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 following the consummation of the Business Combination; , (iii) with respect to 25% of the Founder Shares, such time when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (iv) with respect to 25% of such shares until the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or (y) earlier in any case, if, subsequent to the date on which Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange, reorganization merger or other similar transaction that results resulting in all a change in the majority of the Company’s board of directors or management team, and in which the Company is the surviving entity or, (ii) resulting in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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, FinTech Investor Holdings VI, LLC and FinTech Masala Advisors VI, LLC (collectively, the Sponsor “Sponsors”) will be required to forfeit such number of Founder Shares (up to 1,031,250 1,100,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On November 16August 17, 2021, the Company issued to GSR Meteora Sponsor Mach FM Acquisitions LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, 2021, the Company effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 20, 2022, the Company effected a 5-for-4 stock split resulting in an aggregate of 7,906,250 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders (as defined below) until the earlier of: (i) one year after completion six months following the consummation of the Business Combination with or Combination; and (ii) subsequent to the consummation of a Business Combination, (xA) when the closing price of the Common Stock equals or 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 Combinationperiod; or (yB) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined in Section 2.21.1 herein). “Initial Stockholders” means (i) holders of the Founder Shares, and (ii) members of the Sponsor. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business CombinationCombination within 12 months (or up to 15 months, if applicable) from the closing of the Offering. The holders of the 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 Sponsor will be required to forfeit such number of Founder Shares (up to 1,031,250 375,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Securities (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On November 16, In January 2021, the Company issued to GSR Meteora Quinzel Holdings Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, 2021Thereafter, the Company effected a 1.104-for-1 stock split for all outstanding Founder Shares. On January 20, 2022, the Company effected a 5-for-4 for-3 forward stock split resulting in there being an aggregate of 7,906,250 7,666,667 Founder SharesShares outstanding. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier ofSponsor until: (i) one year after completion with respect to 25% of the Business Combination with or (ii) subsequent to such shares, the consummation of a an initial Business Combination, (xii) with respect to 25% of such shares, such time when the closing price of the Common Stock equals or 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 following the consummation of the an initial Business Combination; , (iii) with respect to 25% of such shares, such time when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination and (iv) with respect to 25% of such shares, such time when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination or (y) earlier in any event, if, subsequent to the date on which consummation of an initial Business Combination, the Company completes engages in a transaction involving a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders Public Stockholders having the right to exchange their shares of common stock Common Stock for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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 Sponsor will be required to forfeit such number of Founder Shares (up to 1,031,250 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On November 16, 2021In June 2019, the Company issued to GSR Meteora Sponsor FinTech Investor Holdings V, LLC (the “SponsorFinTech Investor”), for an aggregate consideration of $25,000, 5,750,000 1,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On In October 2020, the Company effected an 8,455-for-1 forward stock split, and in December 28, 20212020, the Company effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 200.01360142 dividend, 2022, the Company effected a 5-for-4 stock split resulting in FinTech Investor holding an aggregate of 7,906,250 8,570,000 Founder Shares, as of the date hereof. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders any initial stockholder until the earlier of: (i) one year after completion with respect to 25% of such shares, until consummation of the Business Combination with or initial business combination, (ii) subsequent with respect to 25% of the consummation of a Business CombinationFounder Shares, (x) when until the closing price of the Common Stock equals or 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 following the consummation of the Business Combination; , (iii) with respect to 25% of the Founder Shares, until the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (iv) with respect to 25% of such shares, until the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or (y) earlier, in any case, if subsequent to the date on which Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange, reorganization merger or other similar transaction that results resulting in all a change in the majority of the Company’s board of directors or management team, and in which the Company is the surviving entity or (ii) resulting in the Company’ stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)property . The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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, FinTech Investor and FinTech Masala Advisors IV, LLC (collectively, the Sponsor “Sponsors”) will be required to forfeit such number of Founder Shares (up to 1,031,250 1,090,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On November 16, 2021In October 2020, the Company issued to GSR Meteora Sponsor Locust Walk Sponsor, LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 3,867,500 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, 2021, the Company effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 20, 2022, the Company effected a 5-for-4 stock split resulting in an aggregate of 7,906,250 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders any initial stockholder until the earlier of: (i) one year after completion with respect to 25% of the Business Combination with or (ii) subsequent to Founder Shares, the consummation of a the Business Combination, (xii) with respect to 25% of the Founder Shares, such time when the closing price of the Common Stock equals or 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 following the consummation of the Business Combination; , (iii) with respect to 25% of the Founder Shares, such time when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (iv) with respect to the remaining 25% of the Founder Shares, such time when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination or (y) earlier in any case, if, subsequent to the date on which Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange, reorganization merger or other similar transaction that results resulting in all a change in the majority of the Company’s board of directors or management team, and in which the Company is the surviving entity or, (ii) resulting in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities cash or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)securities. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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 Sponsor will be required to forfeit such number of Founder Shares (up to 1,031,250 487,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On November 16, In February 2021, the Company issued to GSR Meteora Onyx Acquisition Sponsor LLC Co. LLC, a Cayman Islands limited liability company (the “Sponsor”), purchased from the Company 10,062,500 Class B ordinary shares (the “Founder Shares”), for an aggregate consideration of $25,000, 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. In July 2021, the Sponsor returned to the Company, for no consideration, an aggregate of 4,312,500 Class B ordinary shares, which the Company cancelled, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding and held by the Sponsor. On December 28November 2, 2021, the Company effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 20issued an additional 862,500 Class B ordinary shares to the Sponsor by way of the application of amounts standing to the credit of the share premium account of the Company, 2022, the Company effected a 5-for-4 stock split resulting in there being an aggregate of 7,906,250 Founder Shares6,612,500 Class B ordinary shares outstanding. In October 2021, the Sponsor transferred 30,000 Class B Ordinary Shares to each of the Company’s independent directors. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders Sponsor until the earlier of: (i) one year after completion following the consummation of the Business Combination with Combination; or (ii) subsequent to the consummation of a Business Combination, (xiii) when the closing price of the Common Stock Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splitsshare subdivisions, stock dividendsshare consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the consummation of the Business Combination; or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders shareholders having the right to exchange their ordinary shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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 Sponsor will be required to forfeit such number of Founder Shares (up to 1,031,250 862,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. None of the Founder Shares transferred to the Company’s independent directors shall be subject to forfeiture in the event the Underwriters’ over-allotment option is not exercised.

Founder Shares. On November 16August 17, 2021, the Company issued to GSR Meteora Sponsor Mach FM Acquisitions LLC (the “Sponsor”), for an aggregate consideration of $25,000, 5,750,000 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, which upon the occurrence of a capitalization of share capital by the Company on March 10, 2022 became 3,162,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, 2021, the Company effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 20, 2022, the Company effected a 5-for-4 stock split resulting in an aggregate of 7,906,250 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders (as defined below) until the earlier of: (i) one year after completion six months following the consummation of the Business Combination with or Combination; and (ii) subsequent to the consummation of a Business Combination, (xA) when the closing price of the Common Stock equals or 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 Combinationperiod; or (yB) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined in Section 2.21.1 herein). “Initial Stockholders” means (i) holders of the Founder Shares, and (ii) members of the Sponsor. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business CombinationCombination within 12 months (subject to extension for two additional three month periods, as described in the Prospectus (as defined below)) from the closing of the Offering. The holders of the 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 Sponsor will be required to forfeit such number of Founder Shares (up to 1,031,250 412,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Securities (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On November 16, 2021In October 2020, the Company issued to GSR Meteora Insurance Acquisition Sponsor III, LLC (the “SponsorIAS”), for an aggregate consideration of $25,000, 5,750,000 1,000 shares of the Company’s Class B common stock, par value $0.0001 per share stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, 2021In October 2020, the Company effected a 1.107,846.667-for-1 forward stock split for all outstanding split, resulting in the Company’s initial stockholders holding an aggregate of 7,846,667 Founder Shares. On January 20[ ], 2022IAS transferred [ ] Founder Shares, 1,000,000 of which are subject to forfeiture to the extent that the Overallotment Option is not exercised by the Underwriters) to Dioptra Advisors III, LLC (together with IAS, the Company effected a 5-for-4 stock split resulting in an aggregate of 7,906,250 Founder Shares“Sponsor”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders any initial stockholder until the earlier of: (i) one year after completion with respect to 25% of the Business Combination with or (ii) subsequent to Founder Shares, the consummation of a the Business Combination, (xii) with respect to 25% of the Founder Shares, such time when the closing price of the Common Stock equals or 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 following the consummation of the Business Combination; , (iii) with respect to 25% of the Founder Shares, such time when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (iv) with respect to 25% of the Founder Shares, such time when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, or (y) earlier in any case, if, subsequent to the date on which Business Combination, the Company completes engages in a liquidationtransaction (i) involving a consolidation, merger, capital stock exchange, reorganization merger or other similar transaction that results resulting in all a change in the majority of the Company’s board of directors or management team, and in which the Company is the surviving entity or, (ii) resulting in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities cash or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein)securities. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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 Sponsor will be required to forfeit such number of Founder Shares (up to 1,031,250 1,000,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2025% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (including any Placement Shares (defined below)).

Founder Shares. On November 1615, 20212023, the Company issued to GSR Meteora Sponsor FG Merger Investors III LLC (the “Sponsor”), ) for an aggregate consideration of $25,000, 5,750,000 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 per share Common Stock (the “Founder Shares”), ) in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 28, 2021, the Company effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 20, 2022, the Company effected a 5-for-4 stock split resulting in an aggregate of 7,906,250 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. In November 2023, the Sponsor transferred an aggregate of 770,000 Founder Shares to members of the Company’s management, board of directors, and senior advisors (such individuals, together with the Sponsor, are referred to herein as the “initial stockholders”). Except as described in the Registration Statement, none of the Founder Shares may not be sold, assigned or transferred by the Initial Stockholders initial stockholders until (x) with respect to 50% of the Founder Shares, the earlier of: (i) one year twelve months after completion the consummation of the Business Combination with Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when date on which the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within a any 30-trading day period commencing 150 days after the consummation of the Business Combination; or and (y) with respect to the remaining 50% of the Founder Shares, twelve months after the consummation of the Business Combination, provided that all of the Founder Shares may be sold, assigned or transferred on the date following a Business Combination on which the Company completes consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the 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 Sponsor will be required has agreed to forfeit such number of Founder Shares (up to 1,031,250 562,500 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (excluding the shares of Common Stock underlying the Representative’s Units) and the Private Placement Shares and the Private Placement Warrants.