Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
holding | FRBN | Class A Ordinary Shares | 2M | Dec 9, 2021 | See Footnotes | F2, F4, F5, F6, F7 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
holding | FRBN | Class B Ordinary Shares | Dec 9, 2021 | Class A Ordinary Shares | 3.16M | See Footnotes | F1, F3, F4, F5, F6, F7 |
Id | Content |
---|---|
F1 | Each Class B Ordinary Share will automatically convert into a Class A Ordinary Share at the time of the Issuer's initial business combination or earlier at the option of the Reporting Person as described in the section entitled "Description of Securities" of the Issuer's registration statement on Form S-1 (Reg. No. 333-261308). |
F2 | Forbion Growth Opportunities Fund I cooperatief U.A. ("Forbion Cooperatief") is the record holder of the Class A Ordinary Shares reported herein. |
F3 | Forbion Growth Sponsor FEAC I B.V. (the "Sponsor") is the record holder of the Class B Ordinary Shares reported herein. The Sponsor is controlled by a four-person Board of Managers comprised of J.M Bos, C. Lesser, S. Slootweg, M.A. and W.S.J. Joustra (the "Sponsor Board"). All voting and dispositive decisions with respect to the Class B Ordinary Shares held by the Sponsor are made by a majority vote of the Sponsor Board. |
F4 | Forbion Cooperatief wholly owns the Sponsor. Forbion Growth Management B.V. is the sole director of Forbion Cooperatief and exercises voting and investment power through its investment committee (the "Management Investment Committee"), consisting of S. Slootweg, M. A. van Osch, G. J. Mulder, V. van Houten, D.A.F. Kersten, N.L. Luneborg, W.S.J. Joustra and J.M. Bos. None of the members of the Management Investment Committee has individual voting and investment power with respect to the Class A Ordinary Shares or Class B Ordinary Shares reported herein. |
F5 | Sponsor and Forbion Cooperatief may be deemed to have shared voting and investment power over the Class B Ordinary Shares held by the Sponsor. Forbion Management may be deemed to share voting and investment power (i) with Forbion Cooperatief over the 2,000,000 Class A Ordinary Shares held by Forbion Cooperatief and (ii) with Forbion Cooperatief and, indirectly, the Sponsor, over the Class B Ordinary Shares held by the Sponsor. |
F6 | Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities. Accordingly, because none of the members of Sponsor Board or the Management Investment Committee has individual voting or investment control over any of the Class A Ordinary Shares or Class B Ordinary Shares reported herein, no member of the Sponsor Board or the Management Investment Committee is deemed to have or share beneficial ownership of such shares. |
F7 | Each Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein. |