Could you please read this 3.3 Capitalization section
3.3
Capitalization.
(a)
As of the date of this Agreement:
(i) 1,000,000 shares of preferred stock, par value $0.0001 per share, of Parent (the “Parent Preferred Stock”) are authorized and none are issued and outstanding;
(ii) 100,000,000 shares of Class A common stock of Parent, par value $0.0001 per share (the “Parent Class A Common Stock”), are authorized and 20,800,000 are issued and outstanding;
(iii) 10,000,000 shares of Class B common stock, par value $0.0001 per share (the “Parent Class B Common Stock”, and together with the Parent Class A Common Stock, the “Parent Common Stock” and, collectively with the Parent Preferred Stock, the “Parent Stock”) are authorized and 5,200,000 are issued and outstanding;
(iv) 7,740,000 warrants to purchase one share of Parent Class A Common Stock (the “Private Placement Warrants”) are outstanding and
(v) 20,800,000 warrants to purchase one share of Parent Class A Common Stock (the “Public Warrants”, collectively with the Private Placement Warrants, the “Parent Warrants”) are outstanding.
All outstanding Parent Stock and Parent Warrants have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights. All outstanding shares of capital stock of the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly-owned Subsidiary of Parent, free and clear of all Liens. Except for the Parent Warrants, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Parent or any of its Subsidiaries any Parent Stock or other equity interests in Parent or any of its Subsidiaries or securities convertible into or exchangeable or exercisable for Parent Stock or capital stock in any of its Subsidiaries. Except as set forth in this Section 3.3(a), there are no: (A) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for Parent Stock or other voting securities of Parent or any Subsidiary of Parent, or (B) options, warrants, calls, rights (including preemptive rights and registration rights), puts, commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound in any case obligating Parent or any Subsidiary of Parent to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any other equity securities of Parent or of any Subsidiary of Parent, or obligating Parent or any Subsidiary of Parent to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts, proxies or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any equity securities of Parent. Except as provided for in this Agreement, as a result of the consummation of the Transactions, no shares of capital stock, warrants, options or other securities of Parent are issuable and no rights in connection with any shares, warrants, options or other securities of Parent accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).
