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S-K 1603, SPAC Sponsor; Conflicts of Interest
Dec. 02, 2025
Spac Sponsor Its Affiliates And Promoters Line Items  
SPAC Sponsor, Terms That Would Result in Earlier Expiration of Restrictions [Text Block] In addition, in order to facilitate our initial business combination or for any other reason determined by our Sponsor in its sole discretion, our Sponsor may surrender or forfeit, transfer or exchange our founder shares, private securities or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities.
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, private placement units and private placement warrants, 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 the completion of our initial business combination; and (B) the date after our initial business combination on which the highest reported trading price of our Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like)  or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.  

United Acquisition SPAC LLC

Paul Packer

John Horne

Timothy Hasara

Thomas Hicks Jr.

Johnny DeStefano

 

United Acquisition SPAC LLC Paul Packer John Horne Timothy Hasara Thomas Hicks Jr. Johnny DeStefano

  Transfers permitted (a) to (1) the Sponsor’s members, (2) the directors or officers of us, the Sponsor, or the Sponsor’s members, (3) any affiliates or family members of the directors or officers of us, the Sponsor, or the Sponsor’s members, (4) any members or partners of the Sponsor, the Sponsor’s members, or their respective affiliates, or any affiliates of the Sponsor, the Sponsor’s members, 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) in the case of a trust by distribution to one or more permissible beneficiaries of such trust; (f) 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 securities were originally purchased; (g) to us for no value for cancellation in connection with the consummation of the initial business combination; (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) by virtue of the laws of the State of Delaware, the Sponsor’s limited liability company agreement, or upon dissolution of such Sponsor; and (j) 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; provided, however, that in the case of clauses (a) through (f) 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.
             
Private Placement Warrants and Private Placement Units and underlying securities   30 days after the completion of our initial business combination   United Acquisition SPAC LLC
Paul Packer
  Same as above.
             
Any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants   180 days after this offering  

United Acquisition SPAC LLC
Paul Packer
John Horne
Timothy Hasara
Thomas Hicks Jr.
Johnny DeStefano

  The underwriter 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, private placement units and private placement warrants (and any underlying securities) pursuant to the letter agreement described in the immediately preceding paragraphs.