| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PEARQ | Class A Common Stock | Other | $0 | -430K | -6.57% | $0.00 | 6.11M | Dec 9, 2022 | Direct | F1, F2 |
| holding | PEARQ | Class A Common Stock | 6.39M | Dec 9, 2022 | Direct | F2, F3 |
| Id | Content |
|---|---|
| F1 | Represents shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer distributed by LJ10 LLC (the "Sponsor") to its members for no consideration. Elon S. Boms and two other managers are the three managers of the Sponsor's board of managers. Any action by the Sponsor with respect to the Issuer or the Common Stock, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the named managers is deemed to be a beneficial owner of securities held by the Sponsor, even those in which such manager may hold a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the shares of Common Stock held by the Sponsor. |
| F2 | KLP SPAC 1 LLC and the Sponsor may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, comprised of the KLP SPAC 1 LLC and the Sponsor. |
| F3 | Represents shares of Common Stock held by KLP SPAC 1 LLC. |