11. As used herein, the following terms shall have the respective meanings set forth below:
(a) beneficially own, beneficial ownership and beneficial owner shall have the meaning ascribed to it in Section 13(d) of the Exchange Act.
(b) Business Combination shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving Acquiror and one or more businesses.
(c) Capital Stock shall mean, collectively, the Common Stock and the Founder Shares.
(d) Common Stock shall mean Acquirors Class A common stock, par value $0.0001 per share.
(e) Covered Shares shall mean, in respect of any Sponsor or Insider, all shares of Capital Stock owned (beneficially or of record) by such Sponsor or Insider as of the date hereof, together with any additional shares of Common Stock or Founder Shares (or any securities convertible into or exercisable or exchangeable for Common Stock or Founder Shares) in which such Sponsor or Insider acquires record or beneficial ownership after the date hereof, including by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exchange, exercise or conversion of any such securities.
(f) Founder Shares shall mean the 8,625,000 shares of Acquirors Class F common stock, par value $0.0001 per share, initially issued to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.003 per share, prior to the consummation of the Public Offering.
(g) Private Placement Warrants shall mean the warrants to purchase up to 5,933,333 shares of Common Stock of Acquiror that the Sponsor purchased for an aggregate purchase price of $8,900,000 in the aggregate, or $1.50 per warrant, in a private placement that occurred substantially concurrently with the consummation of the Public Offering.
(h) Prospectus shall mean the registration statement on Form S-1 and prospectus filed by Acquiror with the Commission in connection with the Public Offering.
(i) Public Offering shall mean the underwritten initial public offering of 34,500,000 of Acquirors units (the Units), including the issuance of 4,500,000 Units as a result of Acquiror underwriters exercise of their over-allotment option in full, each comprised of one share of Common Stock and one-fifth of one warrant.
(j) Public Stockholders shall mean the holders of securities issued in the Public Offering.
(k) Transfer shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended and the rules and