4//SEC Filing
Alpha Capital Sponsor LLC 4
Accession 0000950103-22-013736
CIK 0001836547other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 5:09 PM ET
Size
11.5 KB
Accession
0000950103-22-013736
Insider Transaction Report
Form 4
Alpha Capital Sponsor LLC
10% Owner
Transactions
- Conversion
Class A ordinary shares
2022-08-03+5,750,000→ 5,750,000 total - Conversion
Class B ordinary shares
2022-08-03−5,750,000→ 0 total→ Class A ordinary shares (5,750,000 underlying) - Award
Private Placement Warrants
2022-08-03$1.00/sh+7,000,000$7,000,000→ 7,000,000 totalExercise: $11.50From: 2022-09-03Exp: 2027-08-03→ Class A ordinary shares (7,000,000 underlying)
Footnotes (4)
- [F1]Each Class B ordinary share automatically converted into Class A ordinary shares in connection with the consummation of the issuer's initial business combination on a one-for-one basis.
- [F2]Alpha Capital Sponsor LLC (the "Sponsor") 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 the Sponsor. Based on the foregoing, no manager exercises voting or dispositive control over any of the securities held by the Sponsor. 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.
- [F3]The Sponsor's Form 3 inadvertently omitted 750,000 Class B ordinary shares held by the Sponsor at that time.
- [F4]The private placement warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the consummation of the issuer's initial business combination, because, pursuant to their terms, their exercise was not within the control of the reporting persons until such date. Each private placement warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants may be exercised commencing 30 days after, and expire five years after, the consummation of the initial business combination or earlier upon redemption or liquidation.
Documents
Issuer
Alpha Capital Acquisition Co
CIK 0001836547
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001847732
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 5:09 PM ET
- Size
- 11.5 KB