X0206 3 2021-10-20 0 0001863685 Thrive Acquisition Corp THAC 0001053442 GRAHAM PETER C/O GR SLEEP LLC 1122 OBERLIN ROAD SUITE 200 RALEIGH, NC 27605 1 0 1 0 0001886833 GR Sleep LLC 1122 OBERLIN ROAD SUITE 200 RALEIGH, NC 27605 0 0 1 0 Class B ordinary shares Class A ordinary shares 798650 I See footnote As described in the issuer's registration statement on Form S-1 (File No. 333-259418) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer (a) at any time and from time to time at the option of the holders thereof, or (b) automatically at the time of the issuer's initial business combination transaction 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 beneficially owned by the Reporting Person includes up to 109,504 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the registration statement. Reflects Class B Ordinary Shares held by GR Sleep LLC ("GR Sleep"). Mr. Graham may be deemed to beneficially own the reported shares held by GR Sleep, which is an entity controlled by Mr. Graham. Mr. Graham disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney Exhibit 99.1- Joint Approval /s/ Benjamin Kao as attorney in fact for Peter Graham 2021-10-20 /s/ Benjamin Kao as attorney in fact for GR Sleep LLC 2021-10-20