3//SEC Filing
Valor Latitude LLC 3
Accession 0000950103-21-006619
CIK 0001843091other
Filed
May 2, 8:00 PM ET
Accepted
May 3, 9:37 PM ET
Size
6.7 KB
Accession
0000950103-21-006619
Insider Transaction Report
Form 3
Valor Latitude LLC
10% Owner
Holdings
Class B ordinary shares
→ Class A ordinary shares (3,093,511 underlying)
Footnotes (4)
- [F1]The Reporting Person holds 3,093,511 Class B ordinary shares of the Issuer ("Class B Shares"). The Class B Shares will automatically convert into Class A ordinary shares of the Issuer ("Class A Shares") at a ratio of no less than one-to-one on the first business day following the consummation of the Issuer's initial business combination, with the actual conversion rate as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-254159) filed with the Securities and Exchange Commission on April 19, 2021. The Class B Shares have no expiration date.
- [F2]Up to 393,327 of the Class B Shares held by the Reporting Person are subject to forfeiture in the event the underwriters' over-allotment option is not exercised.
- [F3]Valor Latitude LLC is the record holder of these shares, and Valor Latitude LLC is controlled by a board of managers consisting of Clifford M. Sobel, J. Douglas Smith and Mario Mello. Each manager of Valor Latitude LLC has one vote, and the approval of two of the three members of the board of managers is required to approve an action of Valor Latitude LLC. 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, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to Valor Latitude LLC.
- [F4]Based upon the foregoing analysis, no individual manager of Valor Latitude LLC exercises voting or dispositive control over any of the securities held by Valor Latitude LLC even those in which he directly holds a pecuniary interest. 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.
Documents
Issuer
Valor Latitude Acquisition Corp.
CIK 0001843091
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001854974
Filing Metadata
- Form type
- 3
- Filed
- May 2, 8:00 PM ET
- Accepted
- May 3, 9:37 PM ET
- Size
- 6.7 KB