| SPAC Sponsor and Affiliates Information, Restrictions on Sale of SPAC Securities [Table Text Block] |
Pursuant to a letter agreement to be entered
with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder
shares and private placement units (including its underlying securities), as summarized in the table below.
| Subject Securities |
|
Expiration Date |
|
Natural Persons and
Entities
Subject to Restrictions |
|
Exceptions to Transfer
Restrictions |
| Founder shares |
|
The earlier of (A) six months after he completion of our initial business combination or earlier
if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per
share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period and (B) the date following the completion of our initial business combination on which liquidation,
merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class
A ordinary shares for cash, securities or other property. |
|
Essential Minerals Sponsor LLC
Matthew Hayes
Michael Loughnan
Brett Hamilton
Timothy Mackellar
Adam Jakovich |
|
Transfers permitted (a) to our officers, directors, advisors or consultants, any affiliate or
family member of any of our officers, directors, advisors or consultants, any members of the sponsor or its affiliates and funds
and accounts advised by such members, any affiliates of the sponsor, or any employees of such affiliates; (b) in the case of an individual,
as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate
family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent
and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e)
by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an
extension of the completion window or in connection with the consummation of a business combination at prices no greater than the
price at which the shares or Share Rights were originally purchased; (f) pro rata distributions from our sponsor to its respective
members pursuant to our sponsor’s limited liability company agreement or other charter documents; (g) by virtue of the laws
of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor; (h) in the event
of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation
of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results
in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; or
(j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided,
however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement
agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement. |
| Subject Securities |
|
Expiration Date |
|
Natural Persons and
Entities
Subject to Restrictions |
|
Exceptions to Transfer
Restrictions |
| Private placement units (including underlying
securities) |
|
30 days after the completion of our initial business combination |
|
Essential Minerals Sponsor LLC
Matthew Hayes
Michael Loughnan
Brett Hamilton
Timothy Mackellar
Adam Jakovich |
|
Same as above, except the underwriters shall also be permitted to make the same type of transfers
to their affiliates as the sponsor can make to its affiliates as described above. |
| Any units, Share Rights, ordinary
shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or
rights |
|
180 days from the date of this prospectus |
|
Essential Minerals Sponsor LLC
Matthew Hayes
Michael Loughnan
Brett Hamilton
Timothy Mackellar
Adam Jakovich |
|
We, our sponsor and our officers and directors have agreed that, for a period
of 180 days from the date of this prospectus, we and they will not, without the prior written consent of the representative of the
underwriters, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any units, Share Rights, shares
or any other securities convertible into, or exercisable, or exchangeable for, shares, subject to certain exceptions. The representative
in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than
in the case of the officers and directors, which shall be with notice. Our sponsor, officers and directors are also subject to separate
transfer restrictions on their founder shares and private placement units pursuant to the letter agreement described in the immediately
preceding paragraphs. |
|