CORRESP Filing
Renatus Tactical Acquisition Corp I
Date: May 9, 2025 · CIK: 0002035173 · Accession: 0001140361-25-018213
AI Filing Summary & Sentiment
Reasoning
Letter
Via EDGAR Correspondence May 9, 2025 Office of Finance Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Kellie Kim Shannon Menjivar Benjamin Holt Pam Long
Re: Renatus Tactical Acquisition Corp I Amendment No. 2 to Registration Statement on Form S-1 Submitted March 14, 2025 CIK No. 0002035173
Dear Kellie Kim, Shannon Menjivar, Benjamin Holt and Pam Long :
As discussed between myself and Benjamin Holt on May 9, 2025, on behalf of Renatus Tactical Acquisition Corp I, a Cayman Islands exempted company (the “ Registrant ”),
we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth proposed revisions to disclosure contained in the Registrant’s Amendment No. 2 to the Registration Statement on Form S-1 (“ Amendment No. 2 ”) to reflect (i) that the up to 762,097 founder shares, which will be forfeited to the extent the underwriter do not exercise their over-allotment option, will be forfeited solely by the Registrant’s sponsor, not pro rata between all holders of founder shares, and (ii) holders of founder shares unaffiliated with the Registrant or the Registrant’s sponsor (“ Non-Sponsor Investors ”) will be signing a separate letter agreement containing transfer restrictions and voting requirements substantially similar to those in the letter agreement being signed by the Registrant’s sponsor, director and officers, except that the transfer restrictions will not apply to any of the Class A ordinary shares or public warrants acquired by the Non-Sponsor Investors (collectively, the “ Proposed Revisions ”). We also respectfully advise the Staff that the Company has filed Amendment No. 3 to the Registration Statement on Form S-1 (“ Amendment No. 3 ”) to reflect the Proposed Revisions, which are indicatively set forth below in the “Summary — Our Sponsor” section of Amendment No. 2. The Proposed Revisions indicatively reflected in the “Summary — Our Sponsor” section below, have been consistently applied to similar disclosure throughout Amendment No. 2 and are reflected on pages 1-7, 21, 24-27, 31, 36, 38, 41-42, 53, 55, 85, 90-91, 106-107, 108, 111, 117, 128-129, 131, 153, 155-158, 163-167, 174, 195 in Amendment No. 3. All page references refer to page numbers in Amendment No. 3. Bold and underlined text reflects proposed additions to Amendment No. 2 and strikethrough text reflects proposed deletions from Amendment No. 2.
Amendment No. 2 Re g istration Statement on Form S-1 filed May 5, 2025
Summary
“Insider Letter Agreement” are to the letter agreement to be entered into with Sponsor HoldCo and our officers and directors, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part;
“Non-Sponsor Investors Letter Agreement” are to the letter agreement to be entered into with each of the non-Sponsor investors, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part.
Our sponsor is International SPAC Management Group I LLC, a Cayman Islands limited liability company, which we refer to as “Sponsor HoldCo.” The managing member of Sponsor HoldCo is GCAG, that is controlled by Eric Swider, and controls the management of Sponsor HoldCo, including the exercise of voting and investment discretion over the securities of our company held by Sponsor HoldCo. GCAG owns a 50% economic interest in the founder shares held by Sponsor HoldCo and 100% of the private placement warrants held by Sponsor HoldCo and (together with GCAG, the “Sponsor HoldCo Investors”), an entity controlled by Mr. Devin Nunes, owns the remaining 50% of the economic interest in the founder shares held by Sponsor HoldCo. As of the date hereof, other than Messrs. Swider and Nunes, no other person has a direct or indirect material interest in Sponsor HoldCo.
On July 30, 2024, our sponsor entered into a subscription agreement with us to purchase 9,583,333 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On March 13, 2025, Sponsor HoldCo surrendered for cancellation 3,740,591 founder shares held by it for no consideration. Accordingly, Sponsor HoldCo’s initial investment in us of $25,000 resulted in an effective purchase price of $0.004 per share for the 5,842,742 founder shares held by it Sponsor HoldCo has purchased (up to 762,097 of which will be subject to forfeiture by Sponsor Holdco depending on the extent to which the underwriters’ over-allotment option is exercised).
Due to the low purchase price of the founder shares, the sponsor may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares.
The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:
Entity/Individual
Amount of Compensation to be Received or Securities Issued or to be Issued
Consideration Paid or to be Paid
Sponsor HoldCo
Commencing on the closing of this offering, $25,000 per month.
Office space and administrative support services.
5,080,645 ordinary shares (1)(2)(5)
$25,000
3,500,000 private placement warrants (1)(3)
$3,500,000
Up to $300,000 in principal amount
Repayment of loans made to us by our sponsor to cover offering-related and organizational expenses.
Up to $442,500 (or up to $639,375 if the underwriters’ over-allotment option is exercised in full) in principal amount under a Working Capital Convertible Note may be convertible into Class A ordinary shares at a conversion price per share equal to the lower of (i) $8.00 per share and (ii) the Note Conversion VWAP (4)
Working capital loans to finance transaction costs in connection with an intended initial business combination.
Up to $1,500,000 in Additional Working Capital Loans may be convertible into Class A ordinary shares at a conversion price per share equal to the lower of (i) $8.00 and (ii) the Note Conversion VWAP (5)
Working capital loans to finance transaction costs in connection with an intended initial business combination.
Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination
Services in connection with identifying, investigating and completing an initial business combination.
Ian Rhodes
$6,000 per month
Chief Financial Officer services.
(1)
Assumes no exercise of the over-allotment option and the full forfeiture of 762,097 shares that are subject to forfeiture by our initial shareholders Sponsor HoldCo depending on the extent to which the underwriters’ over-allotment option is exercised. The Class B ordinary shares and the Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares may result in material dilution to our public shareholders due to the nominal price of $0.004 per share at which our sponsor purchased the Class B ordinary shares and/or the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Our sponsor, directors and officers and their affiliates may receive additional compensation and/or may be issued additional securities in connection with an initial business combination, including securities that may result in material dilution to public shareholders. See “ Risk Factors — The nominal purchase price paid by Sponsor HoldCo for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination. ” on page 91, “— Risks Relating to our Securities — We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks .” on page 80, and “— Sponsor HoldCo paid an aggregate of $25,000, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares. ” on page 81.
(2)
The non-Sponsor investors have expressed an interest to purchase up to 1,443,182 founder shares from Sponsor HoldCo for an aggregate purchase price of $3,500,000.
(3)
As additional consideration to induce certain of the non-Sponsor investors to purchase founder shares from Sponsor HoldCo, Sponsor HoldCo will direct us to issue an aggregate of 721,591 of the 3,500,000 private placement warrants it is purchasing in the private placement from us to such non-Sponsor investors upon the consummation of the private placement that will close simultaneously with the closing of his offering, at no additional cost to such non-Sponsor investors.
(4)
Upon the completion of this offering, we will issue Sponsor HoldCo a Working Capital Convertible Note in the principal amount of up to $442,500 (or up to $639,375 if the underwriters’ over-allotment option is exercised in full), which we may draw down in our sole discretion, from time to time, to finance transaction costs in connection with an intended initial business combination. Any principal amount outstanding under the Working Capital Convertible Note may be converted into Class A ordinary shares, at a conversion price per share equal to the lower of (i) $8.00 per share and (ii) the Note Conversion VWAP. See “ Description of Securities — Ordinary Shares ” on page 162. The conversion price of the of the Working Capital Convertible Note may be significantly less than the market price of our shares at the time such loan is converted. Any amount that is not converted into Class A ordinary shares will be repaid in cash on the maturity date. The maturity date of the Working Capital Convertible Note will be the earlier of (i) Lock-up Expiration Date and (ii) the date that our winding up becomes effective.
(5)
After the completion of this offering, our board of directors may approve Additional Working Capital Loans for the purpose of funding working capital, which loans up to $1,500,000 of which may be converted into Class A ordinary shares, at a conversion price per share equal to the lower of (i) $8.00 per share and (ii) the Note Conversion VWAP. The conversion price of the working capital loans may be significantly less than the market price of our shares at the time such loans are converted. See “ Description of Securities — Ordinary Shares ” on page 162.
(6)
Includes 700,000 shares which will be transferred to our independent directors and certain of our advisors and officers, prior to this offering.
Because our sponsor acquired the founder shares at a nominal price of approximately $0.004, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Additionally, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Further, the Class A ordinary shares issuable in connection with the exercise of the private placement warrants and the Class A ordinary shares issuable in connection with the conversion of the Working Capital Convertible Note (as described in this prospectus), and any Additional Working Capital Loans (as described in this prospectus), may result in material dilution to our public shareholders if the $11.50 exercise price of the private placement warrants or the conversion price of such loans is significantly less than the market price of our shares at the time such private placement warrants are exercised or such loans are converted. See “ Risk Factors — Risks Relating to our Securities — The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.025 per share. on page 91 and See “Description of Securities — Ordinary Shares ” on page 162.
Pursuant to the Insider Letter Agreement and the Non-Sponsor Investor Letter Agreement, each to be entered with us, each of initial shareholders Sponsor HoldCo, our directors and officers and the non-Sponsor investors has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement warrants, as summarized in the table below.
Subject Securities
Expiration Date
Natural Persons and Entities Subject to Restrictions
Exceptions to Transfer Restrictions
Founder Shares
90% of the founder shares will be subject to transfer restrictions pursuant to lock-up provisions in the letter agreement Insider Letter Agreement and the Non-Sponsor Investor Letter Agreement , which transfer restrictions shall remain in effect until the earlier of (x) six months after the date of the consummation of our initial business combination or (y) subsequent to our initial business combination (A) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, commencing at least 150 days after our initial business combination (B) or the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (such date on which the founder shares are no longer subject to restriction, the “Lock-up Expiration Date”).
International SPAC Management Group I LLC
non-Sponsor investors
Eric Swider
Devin G. Nunes
Jeffrey Smith
Matan Fattal
Randy Lambert
Transfers of the founder shares, private placement warrants and ordinary shares issuable upon exercise or conversion of the private placement warrants or the founder shares and that are held by the sponsor, officers and directors are permitted to (a)(i) Sponsor HoldCo’s members, (ii) the directors, officers, advisors or consultants of the Company, (iii) any affiliates or family members of the directors, officers, advisors, or consultants of the Company, (iv) any members or partners of Sponsor HoldCo or their affiliates and funds and accounts advised by such members or partners, Sponsor HoldCo’s members or their respective affiliates, or any affiliates of Sponsor HoldCo, Sponsor
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CORRESP 1 filename1.htm Via EDGAR Correspondence May 9, 2025 Office of Finance Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Kellie Kim Shannon Menjivar Benjamin Holt Pam Long Re: Renatus Tactical Acquisition Corp I Amendment No. 2 to Registration Statement on Form S-1 Submitted March 14, 2025 CIK No. 0002035173 Dear Kellie Kim, Shannon Menjivar, Benjamin Holt and Pam Long : As discussed between myself and Benjamin Holt on May 9, 2025, on behalf of Renatus Tactical Acquisition Corp I, a Cayman Islands exempted company (the “ Registrant ”), we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth proposed revisions to disclosure contained in the Registrant’s Amendment No. 2 to the Registration Statement on Form S-1 (“ Amendment No. 2 ”) to reflect (i) that the up to 762,097 founder shares, which will be forfeited to the extent the underwriter do not exercise their over-allotment option, will be forfeited solely by the Registrant’s sponsor, not pro rata between all holders of founder shares, and (ii) holders of founder shares unaffiliated with the Registrant or the Registrant’s sponsor (“ Non-Sponsor Investors ”) will be signing a separate letter agreement containing transfer restrictions and voting requirements substantially similar to those in the letter agreement being signed by the Registrant’s sponsor, director and officers, except that the transfer restrictions will not apply to any of the Class A ordinary shares or public warrants acquired by the Non-Sponsor Investors (collectively, the “ Proposed Revisions ”). We also respectfully advise the Staff that the Company has filed Amendment No. 3 to the Registration Statement on Form S-1 (“ Amendment No. 3 ”) to reflect the Proposed Revisions, which are indicatively set forth below in the “Summary — Our Sponsor” section of Amendment No. 2. The Proposed Revisions indicatively reflected in the “Summary — Our Sponsor” section below, have been consistently applied to similar disclosure throughout Amendment No. 2 and are reflected on pages 1-7, 21, 24-27, 31, 36, 38, 41-42, 53, 55, 85, 90-91, 106-107, 108, 111, 117, 128-129, 131, 153, 155-158, 163-167, 174, 195 in Amendment No. 3. All page references refer to page numbers in Amendment No. 3. Bold and underlined text reflects proposed additions to Amendment No. 2 and strikethrough text reflects proposed deletions from Amendment No. 2. Amendment No. 2 Re g istration Statement on Form S-1 filed May 5, 2025 Summary “Insider Letter Agreement” are to the letter agreement to be entered into with Sponsor HoldCo and our officers and directors, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part; “Non-Sponsor Investors Letter Agreement” are to the letter agreement to be entered into with each of the non-Sponsor investors, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. Our sponsor is International SPAC Management Group I LLC, a Cayman Islands limited liability company, which we refer to as “Sponsor HoldCo.” The managing member of Sponsor HoldCo is GCAG, that is controlled by Eric Swider, and controls the management of Sponsor HoldCo, including the exercise of voting and investment discretion over the securities of our company held by Sponsor HoldCo. GCAG owns a 50% economic interest in the founder shares held by Sponsor HoldCo and 100% of the private placement warrants held by Sponsor HoldCo and (together with GCAG, the “Sponsor HoldCo Investors”), an entity controlled by Mr. Devin Nunes, owns the remaining 50% of the economic interest in the founder shares held by Sponsor HoldCo. As of the date hereof, other than Messrs. Swider and Nunes, no other person has a direct or indirect material interest in Sponsor HoldCo. On July 30, 2024, our sponsor entered into a subscription agreement with us to purchase 9,583,333 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On March 13, 2025, Sponsor HoldCo surrendered for cancellation 3,740,591 founder shares held by it for no consideration. Accordingly, Sponsor HoldCo’s initial investment in us of $25,000 resulted in an effective purchase price of $0.004 per share for the 5,842,742 founder shares held by it Sponsor HoldCo has purchased (up to 762,097 of which will be subject to forfeiture by Sponsor Holdco depending on the extent to which the underwriters’ over-allotment option is exercised). Due to the low purchase price of the founder shares, the sponsor may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares. The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates: Entity/Individual Amount of Compensation to be Received or Securities Issued or to be Issued Consideration Paid or to be Paid Sponsor HoldCo Commencing on the closing of this offering, $25,000 per month. Office space and administrative support services. 5,080,645 ordinary shares (1)(2)(5) $25,000 3,500,000 private placement warrants (1)(3) $3,500,000 Up to $300,000 in principal amount Repayment of loans made to us by our sponsor to cover offering-related and organizational expenses. Up to $442,500 (or up to $639,375 if the underwriters’ over-allotment option is exercised in full) in principal amount under a Working Capital Convertible Note may be convertible into Class A ordinary shares at a conversion price per share equal to the lower of (i) $8.00 per share and (ii) the Note Conversion VWAP (4) Working capital loans to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 in Additional Working Capital Loans may be convertible into Class A ordinary shares at a conversion price per share equal to the lower of (i) $8.00 and (ii) the Note Conversion VWAP (5) Working capital loans to finance transaction costs in connection with an intended initial business combination. Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination Services in connection with identifying, investigating and completing an initial business combination. Ian Rhodes $6,000 per month Chief Financial Officer services. (1) Assumes no exercise of the over-allotment option and the full forfeiture of 762,097 shares that are subject to forfeiture by our initial shareholders Sponsor HoldCo depending on the extent to which the underwriters’ over-allotment option is exercised. The Class B ordinary shares and the Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares may result in material dilution to our public shareholders due to the nominal price of $0.004 per share at which our sponsor purchased the Class B ordinary shares and/or the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Our sponsor, directors and officers and their affiliates may receive additional compensation and/or may be issued additional securities in connection with an initial business combination, including securities that may result in material dilution to public shareholders. See “ Risk Factors — The nominal purchase price paid by Sponsor HoldCo for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination. ” on page 91, “— Risks Relating to our Securities — We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks .” on page 80, and “— Sponsor HoldCo paid an aggregate of $25,000, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares. ” on page 81. (2) The non-Sponsor investors have expressed an interest to purchase up to 1,443,182 founder shares from Sponsor HoldCo for an aggregate purchase price of $3,500,000. (3) As additional consideration to induce certain of the non-Sponsor investors to purchase founder shares from Sponsor HoldCo, Sponsor HoldCo will direct us to issue an aggregate of 721,591 of the 3,500,000 private placement warrants it is purchasing in the private placement from us to such non-Sponsor investors upon the consummation of the private placement that will close simultaneously with the closing of his offering, at no additional cost to such non-Sponsor investors. (4) Upon the completion of this offering, we will issue Sponsor HoldCo a Working Capital Convertible Note in the principal amount of up to $442,500 (or up to $639,375 if the underwriters’ over-allotment option is exercised in full), which we may draw down in our sole discretion, from time to time, to finance transaction costs in connection with an intended initial business combination. Any principal amount outstanding under the Working Capital Convertible Note may be converted into Class A ordinary shares, at a conversion price per share equal to the lower of (i) $8.00 per share and (ii) the Note Conversion VWAP. See “ Description of Securities — Ordinary Shares ” on page 162. The conversion price of the of the Working Capital Convertible Note may be significantly less than the market price of our shares at the time such loan is converted. Any amount that is not converted into Class A ordinary shares will be repaid in cash on the maturity date. The maturity date of the Working Capital Convertible Note will be the earlier of (i) Lock-up Expiration Date and (ii) the date that our winding up becomes effective. (5) After the completion of this offering, our board of directors may approve Additional Working Capital Loans for the purpose of funding working capital, which loans up to $1,500,000 of which may be converted into Class A ordinary shares, at a conversion price per share equal to the lower of (i) $8.00 per share and (ii) the Note Conversion VWAP. The conversion price of the working capital loans may be significantly less than the market price of our shares at the time such loans are converted. See “ Description of Securities — Ordinary Shares ” on page 162. (6) Includes 700,000 shares which will be transferred to our independent directors and certain of our advisors and officers, prior to this offering. Because our sponsor acquired the founder shares at a nominal price of approximately $0.004, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Additionally, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Further, the Class A ordinary shares issuable in connection with the exercise of the private placement warrants and the Class A ordinary shares issuable in connection with the conversion of the Working Capital Convertible Note (as described in this prospectus), and any Additional Working Capital Loans (as described in this prospectus), may result in material dilution to our public shareholders if the $11.50 exercise price of the private placement warrants or the conversion price of such loans is significantly less than the market price of our shares at the time such private placement warrants are exercised or such loans are converted. See “ Risk Factors — Risks Relating to our Securities — The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.025 per share. on page 91 and See “Description of Securities — Ordinary Shares ” on page 162. Pursuant to the Insider Letter Agreement and the Non-Sponsor Investor Letter Agreement, each to be entered with us, each of initial shareholders Sponsor HoldCo, our directors and officers and the non-Sponsor investors has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement warrants, as summarized in the table below. Subject Securities Expiration Date Natural Persons and Entities Subject to Restrictions Exceptions to Transfer Restrictions Founder Shares 90% of the founder shares will be subject to transfer restrictions pursuant to lock-up provisions in the letter agreement Insider Letter Agreement and the Non-Sponsor Investor Letter Agreement , which transfer restrictions shall remain in effect until the earlier of (x) six months after the date of the consummation of our initial business combination or (y) subsequent to our initial business combination (A) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, commencing at least 150 days after our initial business combination (B) or the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (such date on which the founder shares are no longer subject to restriction, the “Lock-up Expiration Date”). International SPAC Management Group I LLC non-Sponsor investors Eric Swider Devin G. Nunes Jeffrey Smith Matan Fattal Randy Lambert Transfers of the founder shares, private placement warrants and ordinary shares issuable upon exercise or conversion of the private placement warrants or the founder shares and that are held by the sponsor, officers and directors are permitted to (a)(i) Sponsor HoldCo’s members, (ii) the directors, officers, advisors or consultants of the Company, (iii) any affiliates or family members of the directors, officers, advisors, or consultants of the Company, (iv) any members or partners of Sponsor HoldCo or their affiliates and funds and accounts advised by such members or partners, Sponsor HoldCo’s members or their respective affiliates, or any affiliates of Sponsor HoldCo, Sponsor