| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | DWAC | Class B Common Stock | Sep 2, 2021 | Class A Common | 7.14M | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | As described in the issuer's registration statement on Form S-1 (File No. 333-256472) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically be converted into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date. |
| F2 | These shares represent Class B common stock held by ARC Global Investments II 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 937,500 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 issuer's Registration Statement. |
| F3 | Patrick Orlando, 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. Orlando may be deemed to have beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Mr. Orlando disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
This amendment is being filed to correct an error in the number of shares reported on the Form 3 filed by the Reporting Person on September 2, 2021.