0000899243-21-042772.txt : 20211103 0000899243-21-042772.hdr.sgml : 20211103 20211103172206 ACCESSION NUMBER: 0000899243-21-042772 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201103 FILED AS OF DATE: 20211103 DATE AS OF CHANGE: 20211103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEGEL EDWARD J CENTRAL INDEX KEY: 0001415431 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41001 FILM NUMBER: 211376662 MAIL ADDRESS: STREET 1: 1 GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Talon 1 Acquisition Corp CENTRAL INDEX KEY: 0001860482 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2333 PONCE DE LEON BLVD. STREET 2: SUITE 630 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 786-662-3114 MAIL ADDRESS: STREET 1: 2333 PONCE DE LEON BLVD. STREET 2: SUITE 630 CITY: CORAL GABLES STATE: FL ZIP: 33134 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-11-03 0 0001860482 Talon 1 Acquisition Corp TOAC 0001415431 WEGEL EDWARD J 2333 PONCE DE LEON BLVD., SUITE 630 CORAL GABLES FL 33134 1 1 1 0 CEO Class B Ordinary Shares Class A Ordinary Shares 5455000 I See footnote 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. 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. These shares are held by Avi8 Acquisition, LLC. Edward J. Wegel is the managing member and has voting and investment discretion with respect to the securities held by Avi8 Acquisition, LLC. As such, Mr. Wegel may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Avi8 Acquisition, LLC. 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. Exhibit 24.1: Power of Attorney /s/ Christopher J. Bellini, as Attorney-in-Fact for Edward J. Wegel 2021-11-03 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                               POWER OF ATTORNEY

        The undersigned constitutes and appoints Christopher J. Bellini, Jahan
S. Islami or Lindsey M. Stillwell, or either of them acting singly, as the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, to:

        1.  prepare, sign, and submit to the Securities and Exchange Commission
            (the "SEC") on its Electronic Data Gathering, Analysis, and
            Retrieval ("EDGAR") Filer Management website a Form ID application,
            including any amendments and exhibits thereto, and any other related
            documents as may be necessary or appropriate, to obtain from the SEC
            access codes to permit filing on the SEC's EDGAR system, granting
            unto said attorneys-in-fact and agents, and each of them, full power
            and authority to do and perform each act and thing requisite and
            necessary to be done as required by any rule or regulation of the
            SEC and the EDGAR Filer Manual as fully and to all intents and
            purposes as the undersigned might or could do in person, hereby
            ratifying and confirming all that said attorneys-in-fact and agents,
            and each of them, may lawfully do or cause to be done by virtue
            hereof; and

        2.  sign any and all SEC statements of beneficial ownership of
            securities of Talon 1 Acquisition Corp.. on Schedule 13D or Schedule
            13G as required under Section 13 and Forms 3, 4 and 5 as required
            under Section 16(a) of the Securities Exchange Act of 1934, as
            amended, and any amendments thereto, and to file the same with all
            exhibits thereto, and other documents in connection therewith, with
            the SEC, the Company and any stock exchange on which any of the
            Company's securities are listed, granting unto said attorneys-in-
            fact and agents, and each of them, full power and authority to do
            and perform each act and thing requisite and necessary to be done
            under said Section 13 and Section 16(a), as fully and to all intents
            and purposes as the undersigned might or could do in person, hereby
            ratifying and confirming all that said attorneys-in-fact and agents,
            and each of them, may lawfully do or cause to be done by virtue
            hereof.

        A copy of this power of attorney shall be filed with the SEC.  The
authorization set forth above shall continue in full force and effect until the
undersigned revokes such authorization by written instructions to the attorneys-
in-fact.

        The authority granted hereby shall in no event be deemed to impose or
create any duty on behalf of the attorneys-in-fact with respect to the
undersigned's obligations to file a Form ID, Schedules 13D or Schedules 13G, and
Forms 3, 4 and 5 with the SEC.

Dated: August 24, 2021

                                        By:   /s/ Edward J. Wegel
                                              -------------------
                                        Name: Edward J. Wegel