| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | MOND | Class A common stock, par value $0.0001 per share | 9.41M | Mar 10, 2023 | See footnote | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | Includes 125,000 shares ("Earn-Out Shares") of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") issued in connection with the Issuer's initial business combination. The Earn-Out Shares vest during the four-year period following July 18, 2022 (the "Vesting Period") pursuant to that certain Earn-Out Agreement, dated December 20, 2021, by and among the Reporting Person, the Issuer, and the other parties thereto (the "Earn-Out Agreement"), filed as Exhibit 10.10 to the Registration Statement on Form S-4/A, filed on June 24, 2022 in connection with the Issuer's initial business combination. |
| F2 | The Vesting Period is as follows--if at any time during the Vesting Period: (i) the price of the shares of Class A Common Stock exceeds a volume-weighted-average price ("VWAP") of $12.50 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture; (ii) the price of the shares of Class A Common Stock exceeds a VWAP of $15.00 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture; and (iii) the price of the shares of Class A Common Stock exceeds a VWAP of $18.00 per share for any 20 trading days within any 30 trading day period, 1/3 of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture. Any Earn-Out Shares that do not vest during the Vesting Period shall be redeemed for nominal value and cancelled in accordance with the Earn-Out Agreement. |
| F3 | Voting and dispositive power with respect to the shares of Class A Common Stock held by FLY OCP LLC ("FLY OCP") is exercised by Jeffrey Young, as the Managing Partner of Origami Capital Partners, LLC, which is the manager of FLY OCP. |
| F4 | Each of the foregoing entities and individuals disclaims beneficial ownership of the securities reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
This Form 3 is being filed to amend and replace the Form 3 previously filed by FLY OCP on January 26, 2023 to reflect that the Redemption Agreement (the "Agreement"), by and between the Issuer and FLY OCP, pursuant to which FLY OCP received the previously reported securities, was not deemed effective until March 10, 2023 and, as a result, the Reporting Persons did not become insiders subject to Section 16 reporting obligations until such date. Prior to the March 10, 2023 date of effectiveness of the Agreement, the amount of securities to which FLY OCP was entitled to receive thereunder was reduced to the amount reported in this statement, as agreed upon by the Issuer and FLY OCP. Exhibit List - Exhibit 24.1 - Power of Attorney