ZEO · Zeo Energy Corp. · Insider Trading

The price reported in Column 4 is a weighted average price of $1.1574. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

The Form 4 filed on December 12, 2025 is being amended hereby to correct the number of shares of the Issuer's capital stock reported in Column 5 of Table I which numbers were misstated in the original report due to inadvertent error. The Form 4 filed on December 12, 2025 remains unmodified except as set forth herein.

Comprises shares of Class A Common Stock of the Issuer held of record by Clarke Capital, LLC, for which the Reporting Person serves as manager and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership over any such shares expected to be held by such entity.

The price reported in Column 4 is a weighted average price of $1.1500. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

The Form 4 filed on December 12, 2025 is being amended hereby to correct the number of shares of the Issuer's capital stock reported in Column 5 of Table I which numbers were misstated in the original report due to inadvertent error. The Form 4 filed on December 12, 2025 remains unmodified except as set forth herein.

Comprises shares of Class A Common Stock of the Issuer held of record by Clarke Capital, LLC, for which the Reporting Person serves as manager and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership over any such shares expected to be held by such entity.

The price reported in Column 4 is a weighted average price of $1.1619. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

Comprises shares of Class A Common Stock of the Issuer held of record by Clarke Capital, LLC, for which the Reporting Person serves as manager and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership over any such shares expected to be held by such entity.

The price reported in Column 4 is a weighted average price of $1.2015. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

Comprises shares of Class A Common Stock of the Issuer held of record by Clarke Capital, LLC, for which the Reporting Person serves as manager and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership over any such shares expected to be held by such entity.

Comprises shares of Class A Common Stock transferred from Sun Managers, LLC.

Comprises shares of Class V Common Stock being converted into Class A Common Stock.

Comprises shares of Class A Common Stock acquired in connection with the conversion of Class V Common Stock held by Sun Managers, LLC, for which the Reporting Person serves as manager, and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

On December 24, 2024 (the "Issue Date"), Zeo Energy Corp. (the "Issuer") issued a promissory note (the "Promissory Note") to LHX Intermediate, LLC, a Delaware limited liability company ("LHX"), pursuant to which the Issuer could borrow up to an aggregate principal amount of $4,000,000 (the "Loan"), subject to the terms and conditions set forth in the Promissory Note. On October 30, 2025 (the "Repayment Date"), the Issuer issued 1,851,851 shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") to LHX upon the Issuer's conversion of the Promissory Note held by LHX in the principal amount of $2,500,000 at a conversion price of $1.35 per share. The term of the Promissory Note expired on the Repayment Date.

The securities of the Issuer are held directly by LHX. White Oak Global Advisors, LLC ("WOGA") is the manager of the funds and accounts that own LHX. WOGA disclaims beneficial ownership with respect to any securities of the Issuer held by LHX, except to the extent of its pecuniary interest in such securities. Investment and voting decisions for WOGA are made by a simple majority vote of its investment committee. Therefore, no individual member of the investment committee is considered to be the beneficial owner of the securities of the Issuer held by LHX, except to the extent of his or her pecuniary interest in such securities.

On December 24, 2024 (the "Issue Date"), Zeo Energy Corp. (the "Issuer") issued a promissory note (the "Promissory Note") to LHX Intermediate, LLC, a Delaware limited liability company ("LHX"), pursuant to which the Issuer could borrow up to an aggregate principal amount of $4,000,000 (the "Loan"), subject to the terms and conditions set forth in the Promissory Note. On October 30, 2025 (the "Repayment Date"), the Issuer issued 1,851,851 shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") to LHX upon the Issuer's conversion of the Promissory Note held by LHX in the principal amount of $2,500,000 at a conversion price of $1.35 per share. The term of the Promissory Note expired on the Repayment Date.

The securities of the Issuer are held directly by LHX. White Oak Global Advisors, LLC ("WOGA") is the manager of the funds and accounts that own LHX. WOGA disclaims beneficial ownership with respect to any securities of the Issuer held by LHX, except to the extent of its pecuniary interest in such securities. Investment and voting decisions for WOGA are made by a simple majority vote of its investment committee. Therefore, no individual member of the investment committee is considered to be the beneficial owner of the securities of the Issuer held by LHX, except to the extent of his or her pecuniary interest in such securities.

The price reported in Column 4 is a weighted average price of $1.6111. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

Comprises shares of Class A Common Stock of the Issuer held of record by Clarke Capital, LLC, for which the reporting person may be deemed to be the beneficial owner of shares held by such entity. The reporting person disclaims beneficial ownership over any such shares expected to be held by such entity.

The price reported in Column 4 is a weighted average price of $1.6111. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

Comprises shares of Class A Common Stock of the Issuer held of record by JKae Holdings, LLC, for which the reporting person may be deemed to be the beneficial owner of shares held by such entity. The reporting person disclaims beneficial ownership over any such shares expected to be held by such entity.

The price reported in Column 4 is a weighted average price of $1.6000. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

Comprises shares of Class A Common Stock of the Issuer held of record by JKae Holdings, LLC, for which the reporting person may be deemed to be the beneficial owner of shares held by such entity. The reporting person disclaims beneficial ownership over any such shares expected to be held by such entity.

The price reported in Column 4 is a weighted average price of $1.6000. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

Comprises shares of Class A Common Stock of the Issuer held of record by Clarke Capital, LLC, for which the reporting person may be deemed to be the beneficial owner of shares held by such entity. The reporting person disclaims beneficial ownership over any such shares expected to be held by such entity.

The price reported in Column 4 is a weighted average price of $1.6197. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

Comprises shares of Class A Common Stock of the Issuer held of record by JKae Holdings, LLC, for which the reporting person may be deemed to be the beneficial owner of shares held by such entity. The reporting person disclaims beneficial ownership over any such shares expected to be held by such entity, except to the extent of their pecuniary interest therein.

The price reported in Column 4 is a weighted average price of $1.6197. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

Comprises shares of Class A Common Stock of the Issuer held of record by Clarke Capital, LLC, for which the reporting person may be deemed to be the beneficial owner of shares held by such entity. The reporting person disclaims beneficial ownership over any such shares expected to be held by such entity, except to the extent of their pecuniary interest therein.

The price reported in Column 4 is a weighted average price of $1.7477. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

Comprises shares of Class A Common Stock of the Issuer held of record by Clarke Capital, LLC, for which the reporting person may be deemed to be the beneficial owner of shares held by such entity. The reporting person disclaims beneficial ownership over any such shares expected to be held by such entity, except to the extent of their pecuniary interest therein.

The price reported in Column 4 is a weighted average price of $1.7477. The Reporting Person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

Comprises shares of Class A Common Stock of the Issuer held of record by JKae Holdings, LLC, for which the reporting person may be deemed to be the beneficial owner of shares held by such entity. The reporting person disclaims beneficial ownership over any such shares expected to be held by such entity, except to the extent of their pecuniary interest therein.

Comprises shares of Class A Common Stock acquired in connection with the conversion of Class V Common Stock held by JKae Holdings, LLC, for which the Reporting Person serves as manager, and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Comprises shares of Class V Common Stock being converted into Class A Common Stock.

Comprises shares of Class A Common Stock transferred from Sun Managers, LLC.

Comprises shares of Class A Common Stock transferred from Sun Managers, LLC.

Comprises shares of Class A Common Stock transferred from Sun Managers, LLC.

Comprises shares of Class V Common Stock being converted into Class A Common Stock.

Comprises shares of Class A Common Stock acquired in connection with the conversion of Class V Common Stock held by JKae Holdings, LLC, for which the Reporting Person serves as manager, and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Comprises shares of Class A Common Stock acquired in connection with the conversion of Class V Common Stock held by JKae Holdings, LLC, for which the Reporting Person serves as manager, and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Comprises shares of Class A Common Stock acquired in connection with the conversion of Class V Common Stock held by LCB Trust, for which the Reporting Person serves as trustee, and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Comprises shares of Class A Common Stock acquired in connection with the conversion of Class V Common Stock held by Sun Managers, LLC, for which the Reporting Person serves as manager, and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Comprises shares of Class V Common Stock being converted into Class A Common Stock.

Comprises shares of Class V Common Stock being converted into Class A Common Stock.

Comprises shares of Class V Common Stock being converted into Class A Common Stock.

Comprises shares of Class V Common Stock being converted into Class A Common Stock.

Comprises shares of Class A Common Stock acquired in connection with the conversion of Class V Common Stock held by Clarke Capital, LLC, for which the Reporting Person serves as manager, and may, therefore, be deemed to be the beneficial owner of shares held by such entity. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

On December 24, 2024 (the "Issue Date"), Zeo Energy, Corp. (the "Issuer") issued a promissory note (the "Promissory Note") to LHX Intermediate, LLC, a Delaware limited liability company ("LHX"), pursuant to which the Issuer could borrow up to an aggregate principal amount of $4,000,000 (the "Loan"). On the Issue Date, the outstanding principal amount of the Loan was $2,500,000. Subject to the terms and conditions set forth in the Promissory Note, the Issuer could borrow up to an additional $1,500,000 in the aggregate upon the achievement of certain milestones specified in the Promissory Note.

The Loan will be repaid in full (the "Repayment") by issuing to LHX or its designee a number of the Issuer's shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), equal to the quotient of (i) the outstanding and unpaid amount of the Loan, divided by (ii) $1.35 (the "Share Issuance"), subject to stockholder approval under the rules of The Nasdaq Stock Market LLC. The Repayment shall take place immediately following the later of: (x) the day falling on the first anniversary of the Issue Date (or, if such day is not a business day, the immediately previous business day) and (y) the date on which the stockholders of the Issuer approve the Share Issuance.

The securities of the Issuer are held directly by LHX. White Oak Global Advisors, LLC ("WOGA") is the manager of the funds and accounts that own LHX. WOGA disclaims beneficial ownership with respect to any securities of the Issuer held by LHX, except to the extent of its pecuniary interest in such securities. Investment and voting decisions for WOGA are made by a simple majority vote of its investment committee. Therefore, no individual member of the investment committee is considered to be the beneficial owner of the securities of the Issuer held by LHX, except to the extent of his or her pecuniary interest in such securities.

The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 0 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 110,700 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 370,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 0 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.

Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

On March 25, 2024, Nautilus MF sold 58,200 Warrants, NH TAF sold 45,700 Warrants, PF LP sold 600 Warrants, Periscope SPAC WOF sold 153,200 Warrants and Periscope TRF sold 42,300 Warrants.

The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 0 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 110,700 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 370,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 0 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.

Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

On March 20, 2024, Nautilus MF sold 700 Warrants and Periscope TRF sold 500 Warrants.

The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 0 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 110,700 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 370,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 0 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.

Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

On March 15, 2025, Nautilus MF sold 1,200 Warrants and Periscope TRF sold 800 Warrants.

Comprises shares of Class V Common Stock of the Issuer held of record by LCB Trust and Sun Managers, LLC, for which the Reporting Person serves as trustee and manager, respectively, and may, therefore, be deemed to be the beneficial owner of shares held by such entities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

In connection with the completion of the Business Combination and after the Domestication, the Sponsor forfeited 778,381 shares of Zeo Class A Common Stock that were held in treasury by Zeo.

Pursuant to the transactions contemplated by the Business Combination Agreement, the Class A Shares, held by the reporting person were exchanged for an equal number of shares of Class A common stock, issued by the Issuer, on March 13, 2024, following ESGEN's domestication as a Delaware corporation.

These Class A ordinary shares of ESGEN Acquisition Corp ("ESGEN"), par value $0.0001 (the "Class A Shares"), were converted from Class B ordinary shares, par value $0.0001 (the "Class B Shares"), of ESGEN on March 13, 2024 pursuant to the transactions contemplated by the Business Combination Agreement, dated as of April 19, 2023 (as amended on January 24, 2024), by and among the Issuer, ESGEN OpCo, LLC, Sunergy Renewables, LLC, and the other parties thereto (the "Business Combination Agreement"). In connection with this conversion, 58,000 of the Class B Shares were forfeited.

In connection with the completion of the Business Combination and simultaneously with the Domestication, pursuant to the Business Combination Agreement, all of the Sponsor's 4,035,817 ESGEN Class A Ordinary Shares converted into shares of Class A common stock, par value $0.0001, of Zeo (the "Zeo Class A Common Stock") on a one-for-one basis for no additional consideration.

These Class A ordinary shares of ESGEN Acquisition Corp ("ESGEN"), par value $0.0001 (the "Class A Shares"), were converted from Class B ordinary shares, par value $0.0001 (the "Class B Shares"), of ESGEN on March 13, 2024 pursuant to the transactions contemplated by the Business Combination Agreement, dated as of April 19, 2023 (as amended on January 24, 2024), by and among the Issuer, ESGEN OpCo, LLC, Sunergy Renewables, LLC, and the other parties thereto (the "Business Combination Agreement"). In connection with this conversion, 58,000 of the Class B Shares were forfeited.

Pursuant to the transactions contemplated by the Business Combination Agreement, the Class A Shares, held by the reporting person were exchanged for an equal number of shares of Class A common stock, issued by the Issuer, on March 13, 2024, following ESGEN's domestication as a Delaware corporation.

Pursuant to the Business Combination Agreement, dated April 19, 2023 (the "Business Combination Agreement"), as amended by the First Amendment thereto, dated January 24, 2024, by and among ESGEN Acquisition Corporation, a Cayman Islands exempted company ("ESGEN"), Sunergy Renewables, LLC, a Nevada limited liability company, ESGEN OpCo, LLC, a Delaware limited liability company and wholly owned subsidiary of ESGEN, the Sunergy equityholders set forth on the signature pages thereto, ESGEN LLC, a Delaware limited liability company (the "Sponsor"), for the limited purposes set forth therein, and Timothy Bridgewater, an individual, in his capacity as the Sellers Representative, the parties effected a business combination transaction ("Business Combination"), on March 13, 2024.

(continued from footnote 1) In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "Zeo Energy Corp." ("Zeo"). Prior to the Domestication and in connection with the Business Combination, the Sponsor forfeited and ESGEN cancelled 1,583,260 of Sponsor's Class A ordinary shares, par value $0.0001, of ESGEN ("ESGEN Class A Ordinary Shares").

As described in the Issuer's registration statement on Form S-1 (File No. 333-259836) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

(continued from footnote 1) At an extraordinary general meeting of the Issuer's shareholders held on October 20, 2023, among other things, the Issuer's Amended and Restated Memorandum and Articles of Association was amended to change certain provisions which restrict the Class B ordinary shares from converting to Class A ordinary shares prior to the consummation of an initial business combination (the "Conversion Amendment"). In connection with the approval of the Conversion Amendment at the meeting, the Reporting Person converted all of its 5,619,077 Class B ordinary shares into an equal number of Class A ordinary shares.

As described in the Issuer's registration statement on Form S-1 (File No. 333-259836) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

(continued from footnote 1) At an extraordinary general meeting of the Issuer's shareholders held on October 20, 2023, among other things, the Issuer's Amended and Restated Memorandum and Articles of Association was amended to change certain provisions which restrict the Class B ordinary shares from converting to Class A ordinary shares prior to the consummation of an initial business combination (the "Conversion Amendment"). In connection with the approval of the Conversion Amendment at the meeting, the Reporting Person converted all of its 5,619,077 Class B ordinary shares into an equal number of Class A ordinary shares.

As described in the issuer's registration statement on Form S-1 (File No. 333-259836) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

The Class B ordinary shares were automatically acquired pursuant to a dividend capitalization as a result of the upsizing of the Issuer's initial public offering. No additional consideration for the Class B ordinary shares is required.

As described in the issuer's registration statement on Form S-1 (File No. 333-259836) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

The Class B ordinary shares were automatically acquired pursuant to a dividend capitalization as a result of the upsizing of the Issuer's initial public offering. No additional consideration for the Class B ordinary shares is required.

As described in the issuer's registration statement on Form S-1 (File No. 333-259836) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

The Class B ordinary shares were automatically acquired pursuant to a dividend capitalization as a result of the upsizing of the Issuer's initial public offering. No additional consideration for the Class B ordinary shares is required.

As described in the issuer's registration statement on Form S-1 (File No. 333-259836) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

The Class B ordinary shares were automatically acquired pursuant to a dividend capitalization as a result of the upsizing of the Issuer's initial public offering. No additional consideration for the Class B ordinary shares is required.