Alpha Capital Sponsor LLC 3
3 · Alpha Capital Acquisition Co · Filed Feb 24, 2021
Insider Transaction Report
Form 3
Alpha Capital Sponsor LLC
10% Owner
Holdings
Class B ordinary shares
Exercise: $0.00→ Class A ordinary shares (5,000,000 underlying)
Footnotes (2)
- [F1]Each Class B ordinary share will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis.
- [F2]Alpha Capital Sponsor LLC is the record holder of such shares, and is controlled by a board of managers. Each manager has one vote, and the approval of two of the three members is required to approve an action. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and 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. This is the situation with regard to Alpha Capital Sponsor LLC. Based on the foregoing, no manager exercises voting or dispositive control over any of the securities held by Alpha Capital Sponsor LLC. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly.