| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | NOGNW | Class B Common Stock | Jul 28, 2021 | Class A Common Stock | 5.75M | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | As described in the issuer's registration statement on Form S-1 (File No. 333-253230) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
| F2 | The shares of Class B common stock owned by the reporting person include up to 750,000 shares that are subject to forfeiture if the underwriters of the initial public offering do not exercise in full their over-allotment option as described in the issuer's registration statement. |
| F3 | Jonathan S. Huberman, the Chairman, Chief Executive Officer and Chief Financial Officer of the issuer, Mike Nikzad, the issuer's Vice President of Acquisitions and member of the issuer's board of directors, and Andrew K. Nikou, a member of the issuer's board of directors, are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Huberman, Nikzad and Nikou may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Each of Messrs. Huberman, Nikzad and Nikou disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |