10/10/2024 | Press release | Distributed by Public on 10/10/2024 14:05
| | |
Class B
ordinary shares(1)(2) |
| | | | | | | |
Class A
ordinary shares |
| | | | | | | | | | | | | ||||||
| | |
Number of
Shares Beneficially Owned |
| |
Approximate
Percentage of Class |
| |
Number of
Shares Beneficially Owned |
| |
Approximate
Percentage of Class |
| |
Approximate
Percentage of Outstanding Shares |
| |||||||||||||||
Name of Beneficial Owners | | | | | | | |||||||||||||||||||||||||
Andrew Cohen(3)
|
| | | | 3,035,000 | | | | | | 95.11% | | | | | | - | | | | | | - | | | | | | 44.92% | | |
Daniel Wainstein(3)
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
Andrew Kucharchuk
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
Roger Lazarus(4)
|
| | | | 46,000 | | | | | | 1.44% | | | | | | - | | | | | | - | | | | | | * | | |
Lewis Silberman
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
Paul Baron
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
Oliver Wiener
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
All executive officers and directors as a group (6 individuals)(3)(4)
|
| | | | 3,035,000 | | | | | | 95.11% | | | | | | - | | | | | | - | | | | | | 44.92% | | |
5% Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fulton AC I LLC(3)
|
| | | | 3,035,000 | | | | | | 95.11% | | | | | | - | | | | | | - | | | | | | 44.92% | | |
Chain Bridge Group(5)(7)
|
| | | | 25,000 | | | | | | * | | | | | | 1,983,335 | | | | | | 55.62% | | | | | | 29.72% | | |
CB Co-Investment LLC(6)(7)
|
| | | | - | | | | | | - | | | | | | 575,665 | | | | | | 16.14% | | | | | | 8.52% | | |
Walleye Capital LLC(8)
|
| | | | - | | | | | | - | | | | | | 292,800 | | | | | | 8.21% | | | | | | 4.33% | | |
| 1. | | |
Definitions, interpretation and exclusion of Table A
|
| |
A-9
|
|
| | | |
Definitions
|
| |
A-9
|
|
| | | |
Interpretation
|
| |
A-11
|
|
| | | |
Exclusion of Table A Articles
|
| |
A-12
|
|
| 2. | | |
Commencement of Business
|
| |
A-12
|
|
| 3. | | |
Shares
|
| |
A-12
|
|
| | | |
Power to issue Shares and options, with or without special rights
|
| |
A-12
|
|
| | | |
Power to issue fractions of a Share
|
| |
A-13
|
|
| | | |
Power to pay commissions and brokerage fees
|
| |
A-13
|
|
| | | |
Trusts not recognised
|
| |
A-13
|
|
| | | |
Power to vary class rights
|
| |
A-13
|
|
| | | |
Effect of new Share issue on existing class rights
|
| |
A-14
|
|
| | | |
No bearer Shares or warrants
|
| |
A-14
|
|
| | | |
Treasury Shares
|
| |
A-14
|
|
| | | |
Rights attaching to Treasury Shares and related matters
|
| |
A-14
|
|
| 4. | | |
Register of Members
|
| |
A-15
|
|
| 5. | | |
Share certificates
|
| |
A-15
|
|
| | | |
Issue of share certificates
|
| |
A-15
|
|
| | | |
Renewal of lost or damaged share certificates
|
| |
A-15
|
|
| 6. | | |
Lien on Shares
|
| |
A-15
|
|
| | | |
Nature and scope of lien
|
| |
A-15
|
|
| | | |
Company may sell Shares to satisfy lien
|
| |
A-16
|
|
| | | |
Authority to execute instrument of transfer
|
| |
A-16
|
|
| | | |
Consequences of sale of Shares to satisfy lien
|
| |
A-16
|
|
| | | |
Application of proceeds of sale
|
| |
A-16
|
|
| 7. | | |
Calls on Shares and forfeiture
|
| |
A-16
|
|
| | | |
Power to make calls and effect of calls
|
| |
A-16
|
|
| | | |
Time when call made
|
| |
A-17
|
|
| | | |
Liability of joint holders
|
| |
A-17
|
|
| | | |
Interest on unpaid calls
|
| |
A-17
|
|
| | | |
Deemed calls
|
| |
A-17
|
|
| | | |
Power to accept early payment
|
| |
A-17
|
|
| | | |
Power to make different arrangements at time of issue of Shares
|
| |
A-17
|
|
| | | |
Notice of default
|
| |
A-17
|
|
| | | |
Forfeiture or surrender of Shares
|
| |
A-18
|
|
| | | |
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender
|
| |
A-18
|
|
| | | |
Effect of forfeiture or surrender on former Member
|
| |
A-18
|
|
| | | |
Evidence of forfeiture or surrender
|
| |
A-18
|
|
| | | |
Sale of forfeited or surrendered Shares
|
| |
A-19
|
|
| 8. | | |
Transfer of Shares
|
| |
A-19
|
|
| | | |
Form of transfer
|
| |
A-19
|
|
| | | |
Power to refuse registration
|
| |
A-19
|
|
| | | |
Power to suspend registration
|
| |
A-19
|
|
| | | |
Company may retain instrument of transfer
|
| |
A-19
|
|
| 9. | | |
Transmission of Shares
|
| |
A-19
|
|
| | | |
Persons entitled on death of a Member
|
| |
A-19
|
|
| | | |
Registration of transfer of a Share following death or bankruptcy
|
| |
A-20
|
|
| | | |
Indemnity
|
| |
A-20
|
|
| | | |
Rights of person entitled to a Share following death or bankruptcy
|
| |
A-20
|
|
|
10.
|
| |
Alteration of capital
|
| |
A-20
|
|
| | | |
Increasing, consolidating, converting, dividing and cancelling share capital
|
| |
A-20
|
|
| | | |
Dealing with fractions resulting from consolidation of Shares
|
| |
A-21
|
|
| | | |
Reducing share capital
|
| |
A-21
|
|
|
11.
|
| |
Redemption and purchase of own Shares
|
| |
A-21
|
|
| | | |
Power to issue redeemable Shares and to purchase own Shares
|
| |
A-21
|
|
| | | |
Power to pay for redemption or purchase in cash or in specie
|
| |
A-22
|
|
| | | |
Effect of redemption or purchase of a Share
|
| |
A-22
|
|
|
12.
|
| |
Class B Share Conversion
|
| |
A-22
|
|
| 13 | | |
Meetings of Members
|
| |
A-23
|
|
| | | |
Power to call meetings
|
| |
A-23
|
|
| | | |
Content of notice
|
| |
A-24
|
|
| | | |
Period of notice
|
| |
A-24
|
|
| | | |
Persons entitled to receive notice
|
| |
A-24
|
|
| | | |
Publication of notice on a website
|
| |
A-25
|
|
| | | |
Time a website notice is deemed to be given
|
| |
A-25
|
|
| | | |
Required duration of publication on a website
|
| |
A-25
|
|
| | | |
Accidental omission to give notice or non-receipt of notice
|
| |
A-25
|
|
|
14.
|
| |
Proceedings at meetings of Members
|
| |
A-25
|
|
| | | |
Quorum
|
| |
A-25
|
|
| | | |
Lack of quorum
|
| |
A-26
|
|
| | | |
Use of technology
|
| |
A-26
|
|
| | | |
Chairman
|
| |
A-26
|
|
| | | |
Right of a director to attend and speak
|
| |
A-26
|
|
| | | |
Adjournment
|
| |
A-26
|
|
| | | |
Method of voting
|
| |
A-26
|
|
| | | |
Taking of a poll
|
| |
A-27
|
|
| | | |
Chairman's casting vote
|
| |
A-27
|
|
| | | |
Amendments to resolutions
|
| |
A-27
|
|
| | | |
Written resolutions
|
| |
A-27
|
|
| | | |
Sole-member company
|
| |
A-28
|
|
|
15.
|
| |
Voting rights of Members
|
| |
A-28
|
|
| | | |
Right to vote
|
| |
A-28
|
|
| | | |
Rights of joint holders
|
| |
A-28
|
|
| | | |
Representation of corporate Members
|
| |
A-28
|
|
| | | |
Member with mental disorder
|
| |
A-29
|
|
| | | |
Objections to admissibility of votes
|
| |
A-29
|
|
| | | |
Form of proxy
|
| |
A-29
|
|
| | | |
How and when proxy is to be delivered
|
| |
A-29
|
|
| | | |
Voting by proxy
|
| |
A-30
|
|
|
16.
|
| |
Number of directors
|
| |
A-30
|
|
|
17.
|
| |
Appointment, disqualification and removal of directors No age limit
|
| |
A-30
|
|
| | | |
Corporate directors
|
| |
A-30
|
|
| | | |
No shareholding qualification
|
| |
A-30
|
|
| | | |
Appointment and removal of directors
|
| |
A-30
|
|
| | | |
Resignation of directors
|
| |
A-32
|
|
| | | |
Termination of the office of director
|
| |
A-32
|
|
|
18.
|
| |
Alternate directors
|
| |
A-32
|
|
| | | |
Appointment and removal
|
| |
A-32
|
|
| | | |
Notices
|
| |
A-33
|
|
| | | |
Rights of alternate director
|
| |
A-33
|
|
| | | |
Appointment ceases when the appointor ceases to be a director
|
| |
A-33
|
|
| | | |
Status of alternate director
|
| |
A-33
|
|
| | | |
Status of the director making the appointment
|
| |
A-33
|
|
|
19.
|
| |
Powers of directors
|
| |
A-34
|
|
| | | |
Powers of directors
|
| |
A-34
|
|
| | | |
Appointments to office
|
| |
A-34
|
|
| | | |
Remuneration
|
| |
A-34
|
|
| | | |
Disclosure of information
|
| |
A-35
|
|
|
20.
|
| |
Delegation of powers
|
| |
A-35
|
|
| | | |
Power to delegate any of the directors' powers to a committee
|
| |
A-35
|
|
| | | |
Power to appoint an agent of the Company
|
| |
A-35
|
|
| | | |
Power to appoint an attorney or authorised signatory of the Company
|
| |
A-36
|
|
| | | |
Power to appoint a proxy
|
| |
A-36
|
|
|
21.
|
| |
Meetings of directors
|
| |
A-36
|
|
| | | |
Regulation of directors' meetings
|
| |
A-36
|
|
| | | |
Calling meetings
|
| |
A-36
|
|
| | | |
Notice of meetings
|
| |
A-36
|
|
| | | |
Period of notice
|
| |
A-36
|
|
| | | |
Use of technology
|
| |
A-36
|
|
| | | |
Place of meetings
|
| |
A-37
|
|
| | | |
Quorum
|
| |
A-37
|
|
| | | |
Voting
|
| |
A-37
|
|
| | | |
Validity
|
| |
A-37
|
|
| | | |
Recording of dissent
|
| |
A-37
|
|
| | | |
Written resolutions
|
| |
A-37
|
|
| | | |
Sole director's minute
|
| |
A-37
|
|
|
22.
|
| |
Permissible directors' interests and disclosure
|
| |
A-37
|
|
| | | |
Permissible interests subject to disclosure
|
| |
A-37
|
|
| | | |
Notification of interests
|
| |
A-38
|
|
| | | |
Voting where a director is interested in a matter
|
| |
A-38
|
|
|
23.
|
| |
Minutes
|
| |
A-38
|
|
|
24.
|
| |
Accounts and audit
|
| |
A-38
|
|
| | | |
No automatic right of inspection
|
| |
A-38
|
|
| | | |
Sending of accounts and reports
|
| |
A-38
|
|
| | | |
Validity despite accidental error in publication on website
|
| |
A-39
|
|
| | | |
Audit
|
| |
A-39
|
|
|
25.
|
| |
Financial year
|
| |
A-40
|
|
|
26.
|
| |
Record dates
|
| |
A-40
|
|
|
27.
|
| |
Dividends
|
| |
A-40
|
|
| | | |
Declaration of dividends by Members
|
| |
A-40
|
|
| | | |
Payment of interim dividends and declaration of final dividends by directors
|
| |
A-40
|
|
| | | |
Apportionment of dividends
|
| |
A-41
|
|
| | | |
Right of set off
|
| |
A-41
|
|
| | | |
Power to pay other than in cash
|
| |
A-41
|
|
| | | |
How payments may be made
|
| |
A-41
|
|
| | | |
Dividends or other moneys not to bear interest in absence of special rights
|
| |
A-42
|
|
| | | |
Dividends unable to be paid or unclaimed
|
| |
A-42
|
|
|
28.
|
| |
Capitalisation of profits
|
| |
A-42
|
|
| | | |
Capitalisation of profits or of any share premium account or capital redemption reserve
|
| |
A-42
|
|
| | | |
Applying an amount for the benefit of members
|
| |
A-42
|
|
|
29.
|
| |
Share premium account
|
| |
A-43
|
|
| | | |
Directors to maintain share premium account
|
| |
A-43
|
|
| | | |
Debits to share premium account
|
| |
A-43
|
|
|
30.
|
| |
Seal
|
| |
A-43
|
|
| | | |
Company seal
|
| |
A-43
|
|
| | | |
Duplicate seal
|
| |
A-43
|
|
| | | |
When and how seal is to be used
|
| |
A-43
|
|
| | | |
If no seal is adopted or used
|
| |
A-43
|
|
| | | |
Power to allow non-manual signatures and facsimile printing of seal
|
| |
A-43
|
|
| | | |
Validity of execution
|
| |
A-44
|
|
|
31.
|
| |
Indemnity
|
| |
A-44
|
|
| | | |
Indemnity
|
| |
A-44
|
|
| | | |
Release
|
| |
A-44
|
|
| | | |
Insurance
|
| |
A-44
|
|
|
32.
|
| |
Notices
|
| |
A-45
|
|
| | | |
Form of notices
|
| |
A-45
|
|
| | | |
Electronic communications
|
| |
A-45
|
|
| | | |
Persons authorised to give notices
|
| |
A-45
|
|
| | | |
Delivery of written notices
|
| |
A-45
|
|
| | | |
Joint holders
|
| |
A-45
|
|
| | | |
Signatures
|
| |
A-45
|
|
| | | |
Evidence of transmission
|
| |
A-45
|
|
| | | |
Giving notice to a deceased or bankrupt Member
|
| |
A-46
|
|
| | | |
Date of giving notices
|
| |
A-46
|
|
| | | |
Saving provision
|
| |
A-46
|
|
|
33.
|
| |
Authentication of Electronic Records
|
| |
A-46
|
|
| | | |
Application of Articles
|
| |
A-46
|
|
| | | |
Authentication of documents sent by Members by Electronic means
|
| |
A-46
|
|
| | | | Authentication of document sent by the Secretary or Officers of the Company by Electronic means | | |
A-47
|
|
| | | |
Manner of signing
|
| |
A-47
|
|
| | | |
Saving provision
|
| |
A-47
|
|
|
34.
|
| |
Transfer by way of continuation
|
| |
A-47
|
|
|
35.
|
| |
Winding up
|
| |
A-48
|
|
| | | |
Distribution of assets in specie
|
| |
A-48
|
|
| | | |
No obligation to accept liability
|
| |
A-48
|
|
| | | |
The directors are authorised to present a winding up petition
|
| |
A-48
|
|
|
36.
|
| |
Amendment of Memorandum and Articles
|
| |
A-48
|
|
| | | |
Power to change name or amend Memorandum
|
| |
A-48
|
|
| | | |
Power to amend these Articles
|
| |
A-48
|
|
|
37.
|
| |
Mergers and Consolidations
|
| |
A-48
|
|
|
38.
|
| |
Business Combination
|
| |
A-48
|
|
|
39.
|
| |
Certain Tax Filings
|
| |
A-52
|
|
|
40.
|
| |
Business Opportunities
|
| |
A-52
|
|
|
41.
|
| |
Exclusive forum; Statute of limitations; Payment of fees
|
| |
A-53
|
|
Method for giving notices
|
| |
When taken to be given
|
|
Personally | | | At the time and date of delivery | |
By leaving it at the member's registered address | | | At the time and date it was left | |
If the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient | | | 48 hours after it was posted | |
If the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient | | | 3 Clear Days after posting | |
By Electronic Record (other than publication on a website), to recipient's Electronic address | | | Within 24 hours after it was sent | |
By publication on a website | | | See these Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website | |