Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
holding | XFIN | Class B common stock | Oct 20, 2021 | Class A common stock | 5.75M | Direct | F1, F2, F3, F4 |
Id | Content |
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F1 | Shares of Class B common stock automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the Reporting Person, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
F2 | The shares of Class B common stock reported on this Form 3 include up to 750,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Issuer's registration statement on Form S-1 (File No. 333-260038). |
F3 | Fin VC Constellation, LLC ("FVC") and Grand Fortune Capital, LLC ("GFC") are the managers of the Reporting Person. FVC owns 12.5% of the membership interests in the Reporting Person and GFC owns 87.5% of the membership interests in the Reporting Person. As such, FVC and GFC may be deemed to have beneficial ownership over the number of shares of Class B common stock held directly by the Reporting Person corresponding to their membership interests in the Reporting Person. Each of the Reporting Person, FVC and GFC disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein. |
F4 | Grand Fortune Capital (HK) Company Ltd. ("GFCHK") controls GFC and is managed by a board of managers ("GFCHK Board") consisting of three managers. Any action by GFC with respect to shares of Class B common stock held directly by the Reporting Person, including voting and dispositive decisions, requires at least a majority vote of the managers of the GFCHK Board. Each manager of the GFCHK Board disclaims beneficial ownership of the shares held by GFC. |