Solarius Capital Acquisition Corp. PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman IslandsSecurities Subscription Agreement • June 16th, 2025 • Solarius Capital Acquisition Corp. • Blank checks • New York
Solarius Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Solarius Capital Sponsor, LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Pioneer Acquisition I Corp. Brooklyn, NY 11201Securities Subscription Agreement • May 29th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
WHEREAS, on August 29, 2024, Pioneer Acquisition I Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), accepted the offer made by Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 6,325,000 shares of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Original Subscription Agreement”), up to 825,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”).
Copley Acquisition Corp Suite 4005-4006, 40/F, One Exchange Square 8 Connaught Place, Central, Hong KongSecurities Subscription Agreement • May 6th, 2025 • Copley Acquisition Corp • Blank checks • New York
Copley Acquisition Corp, a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Copley Acquisition Sponsors, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Wintergreen Acquisition Corp. Room 8326, Block B, Hongxiang Cultural and Creative Industrial Park, Tongzhou District, BeijingSecurities Subscription Agreement • April 28th, 2025 • Wintergreen Acquisition Corp. • Blank checks • New York
Wintergreen Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by MACRO DREAM Holdings Limited, a BVI company (“Subscriber” or “you”), to purchase 1,437,500 ordinary shares of the Company, par value USD0.0001 each (the “Shares”), up to 187,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Yorkville Acquisition Corp. PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman IslandsSecurities Subscription Agreement • April 16th, 2025 • Yorkville Acquisition Corp. • New York
Yorkville Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Yorkville Acquisition Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share, of the Company (the “Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Titan Acquisition Corp. Brooklyn, NY 11201Securities Subscription Agreement • March 19th, 2025 • Titan Acquisition Corp. • Blank checks • New York
WHEREAS, the Company and the Subscriber, hereby intend to amend and restate the Original Subscription Agreement, to be effective as of the date of hereof, to correct the number of Shares purchased by Subscriber from 7,475,000 shares of the Company’s Class B ordinary shares to 6,325,000 Class B ordinary shares, up to 825,000 of which are subject to forfeiture by you to the extent that the underwriters of the IPO of Units of the Company do not fully exercise their Over-allotment Option.
Titan Acquisition Corp. Brooklyn, NY 11201Securities Subscription Agreement • March 19th, 2025 • Titan Acquisition Corp. • Blank checks • New York
WHEREAS, on January 24, 2024, Titan Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), accepted the offer made by Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,475,000 shares of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Original Subscription Agreement”), up to 975,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”).
Titan Acquisition Corp c/o Winston & Strawn LLP Houston, TX 77002Securities Subscription Agreement • March 19th, 2025 • Titan Acquisition Corp. • Blank checks • New York
Titan Acquisition Corp, a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,475,000 shares of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 975,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
DIGITAL ASSET ACQUISITION CORP.Securities Subscription Agreement • March 14th, 2025 • Digital Asset Acquisition Corp. • Blank checks • New York
Digital Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by DAAQ Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
REAL ASSET ACQUISITION CORP.Securities Subscription Agreement • March 14th, 2025 • Real Asset Acquisition Corp. • Blank checks • New York
Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by RAAQ Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Titan Acquisition Corp. Brooklyn, NY 11201Securities Subscription Agreement • March 10th, 2025 • Titan Acquisition Corp. • Blank checks • New York
WHEREAS, the Company and the Subscriber, hereby intend to amend and restate the Original Subscription Agreement, to be effective as of the date of hereof, to correct the number of Shares purchased by Subscriber from 7,475,000 shares of the Company’s Class B ordinary shares to 6,325,000 Class B ordinary shares, up to 825,000 of which are subject to forfeiture by you to the extent that the underwriters of the IPO of Units of the Company do not fully exercise their Over-allotment Option.
Titan Acquisition Corp. Brooklyn, NY 11201Securities Subscription Agreement • March 10th, 2025 • Titan Acquisition Corp. • Blank checks • New York
WHEREAS, on January 24, 2024, Titan Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), accepted the offer made by Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,475,000 shares of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Original Subscription Agreement”), up to 975,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”).
Titan Acquisition Corp c/o Winston & Strawn LLP Houston, TX 77002Securities Subscription Agreement • March 10th, 2025 • Titan Acquisition Corp. • Blank checks • New York
Titan Acquisition Corp, a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,475,000 shares of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 975,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Copley Acquisition Corp Suite 4005-4006, 40/F, One Exchange Square 8 Connaught Place, Central, Hong KongSecurities Subscription Agreement • December 20th, 2024 • Copley Acquisition Corp • New York
Copley Acquisition Corp, a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Copley Acquisition Sponsors, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Inflection Point Acquisition Corp. III 167 Madison Avenue Suite 205 #1017 New York, New York 10016Securities Subscription Agreement • November 25th, 2024 • Inflection Point Acquisition Corp. III • New York
Inflection Point Acquisition Corp. III, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Inflection Point Holdings III LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each expected to be comprised of one Class A ordinary share and one-half of one warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Spinning Eagle Acquisition Corp.Securities Subscription Agreement • September 20th, 2024 • Bold Eagle Acquisition Corp. • Blank checks • New York
Spinning Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Eagle Equity Partners IV, LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 57,500,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 7,500,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Voyager Acquisition Corp. c/o Winston & Strawn LLP Houston, TX 77002Securities Subscription Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
WHEREAS, on January 11, 2024, Voyager Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), accepted the offer made by Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Original Subscription Agreement”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”).
Voyager Acquisition Corp. c/o Winston & Strawn LLP Houston, TX 77002Securities Subscription Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
WHEREAS, on January 11, 2024, Voyager Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), accepted the offer made by Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Original Subscription Agreement”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”).
RE: Securities Subscription Agreement Ladies and Gentlemen:Securities Subscription Agreement • June 27th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York
Future Vision II Acquisition Corporation c/o ICS Corporate Services (Cayman) Limited Grand Cayman KY1-1203, Cayman IslandsSecurities Subscription Agreement • June 20th, 2024 • Future Vision II Acquisition Corp. • Blank checks • New York
Future Vision II Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Hwei Super Speed Co., Ltd, a BVI company (“Subscriber” or “you”), to purchase 1,437,500 ordinary shares of the Company, par value $0.0001 per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
HCM II Acquisition CorpSecurities Subscription Agreement • June 18th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
HCM II Acquisition Corp, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each expected to be comprised of one Class A ordinary share and one-half of one warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Voyager Acquisition Corp. c/o Winston & Strawn LLP Houston, TX 77002Securities Subscription Agreement • June 18th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
Voyager Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Voyager Acquisition Corp. c/o Winston & Strawn LLP Houston, TX 77002Securities Subscription Agreement • June 18th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
WHEREAS, the Company and Subscriber, hereby intend to amend and restate the Original Subscription Agreement, to be effective as of the date of hereof, to correct the number of Shares purchased by Subscriber from 5,750,000 shares of the Company’s Class B ordinary shares to 7,475,000 Class B ordinary shares, up to 975,000 of which are subject to forfeiture by you to the extent that the underwriters of the IPO of Units of the Company do not fully exercise their Over-allotment Option. The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Graf Global Corp. 1790 Hughes Landing Blvd., Suite 400 The Woodlands, TX 77380 United States of AmericaSecurities Subscription Agreement • May 31st, 2024 • Graf Global Corp. • Blank checks • New York
Graf Global Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Graf Global Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to subscribe for and purchase 7,187,500 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
HCM II Acquisition CorpSecurities Subscription Agreement • April 26th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
HCM II Acquisition Corp, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each expected to be comprised of one Class A ordinary share and one-half of one warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
RF Acquisition Corp II 111 Somerset, #05-07 Singapore 238164Securities Subscription Agreement • April 15th, 2024 • RF Acquisition Corp II • Blank checks • New York
RF Acquisition Corp II, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Alfa 24 Limited, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 2,875,000 shares (the “Shares”), up to 375,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units (“Units”), each Unit consisting of one ordinary share (an “Ordinary Share”) and one right, as hereinafter described (a “Right), do not partially or fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Voyager Acquisition Corp. c/o Winston & Strawn LLP Houston, TX 77002Securities Subscription Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
WHEREAS, the Company and Subscriber, hereby intend to amend and restate the Original Subscription Agreement, to be effective as of the date of hereof, to correct the number of Shares purchased by Subscriber from 5,750,000 shares of the Company’s Class B ordinary shares to 7,475,000 Class B ordinary shares, up to 975,000 of which are subject to forfeiture by you to the extent that the underwriters of the IPO of Units of the Company do not fully exercise their Over-allotment Option. The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Voyager Acquisition Corp. c/o Winston & Strawn LLP Houston, TX 77002Securities Subscription Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
Voyager Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
HELIX ACQUISITION CORP. II c/o Cormorant Asset Management, LP Boston, MA 02116 United StatesSecurities Subscription Agreement • January 18th, 2024 • Helix Acquisition Corp. II • Blank checks • New York
Helix Acquisition Corp. II, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Helix Holdings II LLC, a Cayman Islands exempted limited liability company (“Subscriber” or “you”), to subscribe for and purchase 2,875,000 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s Class A ordinary shares, do not fully exercise their option to purchase additional Class A ordinary shares to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Love & Health LimitedSecurities Subscription Agreement • January 8th, 2024 • Love & Health LTD • Blank checks • New York
Love & Health Limited, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Waton Sponsor Limited, a British Virgin Islands company (“Subscriber” or “you”), to purchase 1,437,500 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 187,500 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Love & Health LimitedSecurities Subscription Agreement • November 29th, 2023 • Love & Health LTD • Blank checks • New York
Love & Health Limited, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Waton Sponsor Limited, a British Virgin Islands company (“Subscriber” or “you”), to purchase 1,437,500 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 187,500 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Bayview Acquisition Corp New York, NY 10170Securities Subscription Agreement • November 17th, 2023 • Bayview Acquisition Corp • Blank checks • New York
Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Bayview Holding LP, a Delaware limited partnership (“Subscriber” or “you”), to purchase 1,437,500 ordinary shares of the Company, par value $0.0001 per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
TKB Critical Technologies 1 El Segundo, CA 90245Securities Subscription Agreement • April 12th, 2023 • Wejo Holdings Ltd. • New York
TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by TKB Sponsor I, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares (the “Shares”) of the Company, $0.0001 par value per share (“Ordinary Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Ordinary Share and one-half of one warrant to purchase one Ordinary Share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Inflection Point Acquisition Corp. II 167 Madison Avenue Suite 205 #1017 New York, New York 10016Securities Subscription Agreement • April 5th, 2023 • Inflection Point Acquisition Corp. II • New York
Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Inflection Point Holdings II LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each expected to be comprised of one Class A ordinary share and one-half of one warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
AlphaTime Acquisition Corp Cayman IslandsSecurities Subscription Agreement • December 7th, 2022 • Alphatime Acquisition Corp • Blank checks • New York
AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Alphamade Holding LP, a Delaware limited partnership (“Subscriber” or “you”), to purchase 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows: