Avi8 Acquisition LLC - Nov 3, 2021 Form 3 Insider Report for Talon 1 Acquisition Corp (TOAC)

Role
10%+ Owner
Signature
/s/ Christopher J. Bellini as Attorney-in-Fact for Avi8 Acquisition, LLC
Stock symbol
TOAC
Transactions as of
Nov 3, 2021
Transactions value $
$0
Form type
3
Date filed
11/3/2021, 05:26 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding TOAC Class B Ordinary Shares Nov 3, 2021 Class A Ordinary Shares 5.46M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-260305) (the "Registration Statement"), 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, at the time of completion of the Issuer's initial business combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like.
F2 These shares represent Class B common stock held by AVi8 Acquisition LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer. The Class B common stock owned by the Sponsor includes up to 750,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Registration Statement.
F3 Edward J. Wegel, Executive Chairman and Chief Executive Officer of the Issuer, is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Wegel may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Mr. Wegel disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Exhibit 24.1: Power of Attorney