THAC / Thrive Acquisition Corp - Class A - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

KYG7158C1015 / Thrive Acquisition Corp. / Vivaldi Asset Management, LLC Passive Investment

SC 13G/A 1 schedule13gathac021224.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Thrive Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7158C101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this S

KYG7158C1015 / Thrive Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Thrive Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7158C101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

KYG7158C1015 / Thrive Acquisition Corp. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm235349-23sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Thrive Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7158C101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stateme

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm235349-23ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm235349-23ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

KYG7158C1015 / Thrive Acquisition Corp. / Vivaldi Asset Management, LLC - THAC 13G Passive Investment

SC 13G 1 schedule13gthac2142023.htm THAC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Thrive Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7158C101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of th

JOINT FILING AGREEMENT

EX-99.3 4 tm235349-23ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

KYG7158C1015 / Thrive Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d448704dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Thrive Acquisition Corp (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G7158C101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40939 Thrive Acquisition Corporation (Exact name of registrant as specif

KYG7158C1015 / Thrive Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - THRIVE ACQUISITION CORPORATION Passive Investment

SC 13G/A 1 p23-0230sc13ga.htm THRIVE ACQUISITION CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Thrive Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7158C101 (CUSIP Number) December 31, 2022 (Date of event which requires

KYG7158C1015 / Thrive Acquisition Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment

SC 13G/A 1 THACSC13GA2023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) THRIVE ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7158C101 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this state

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2023 THRIVE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40939 98-1601854 (State or other jurisdiction of incorporatio

Thrive Acquisition Corporation Announces it will Redeem its Public Shares and will not Consummate an Initial Business Combination

Exhibit 99.1 January 18, 2023 Thrive Acquisition Corporation Announces it will Redeem its Public Shares and will not Consummate an Initial Business Combination Newton, Massachusetts, January 18, 2023 (BUSINESS WIRE) – Thrive Acquisition Corporation (NASDAQ: THAC) (the “Company”) announced today that, because the Company will not consummate an initial business combination within the time period req

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40939 THRIVE A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40939 THRIVE ACQUIS

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm2219342d2ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm2219342d2ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

JOINT FILING AGREEMENT

EX-99.3 4 tm2219342d2ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

KYG7158C1015 / Thrive Acquisition Corp. / D. E. SHAW & CO, L.P. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Thrive Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7158C101 (CUSIP Number) June 14, 2022 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40939 THRIVE ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40939 (Check one): Form ☐ 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: M

NT 10-Q 1 ea160062-nt10qthriveacq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40939 (Check one): Form ☐ 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2022 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Trans

Description of Securities.

EX-4.4 2 f10k2021ex4-4thriveacq.htm DESCRIPTION OF SECURITIES Exhibit 4.4 DESCRIPTION OF SECURITIES THRIVE ACQUISITION COPRORATION REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of the securities of Thrive Acquisition Corporation (“we”, “us”, or “our”) that are registered under Section 12 of the Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ☐ Transition Report Pursuant to Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-40939 THRIVE ACQUISITION CORPORATION (Exact name of registrant as

MILLENNIUM MANAGEMENT LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 THRIVE ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7158C101 (CUSIP Number) FEBRUARY 24, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the

Saba Capital Management, L.P. - FORM SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Thrive Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7158C101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

HIGHBRIDGE CAPITAL MANAGEMENT LLC - THRIVE ACQUISITION CORPORATION

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Thrive Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7158C101 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to design

Thrive Acquisition Sponsor LLC - SC 13G

SC 13G 1 thriveacqsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Thrive Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G7158C 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of thi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2021 Thrive Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40939 98-1601854 (State or other jurisdiction of incorporatio

Thrive Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants

Exhibit 99.1 Thrive Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants Newton, Massachusetts-(BUSINESS WIRE)-Thrive Acquisition Corporation (Nasdaq: THAC.U) (the “Company”) announced today that, commencing December 8, 2021, holders of the 17,250,000 units sold in the Company’s initial public offering may elect to separately trade the Company’s Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to THRIVE ACQUISITION CORPORATION (Exact name

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Thrive Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7158C127 (CUSIP Number) November 4, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

HIGHBRIDGE CAPITAL MANAGEMENT LLC - THRIVE ACQUISITION CORPORATION

SC 13G 1 p21-2351sc13g.htm THRIVE ACQUISITION CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Thrive Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7158C101 (CUSIP Number) October 25, 2021 (Date of event which requires filing

Financial Statements and Exhibits, Other Events

8-K 1 ea149571-8kthriveacq.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2021 THRIVE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40939 98-160185

THRIVE ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 THRIVE ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 25, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholder and Board of Directors of Thrive Acquisition Corp. Opinion on the Financial Statement We have audited the accompan

Warrant Agreement, dated October 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.(1)

Exhibit 4.1 WARRANT AGREEMENT THRIVE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 20, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated October 20, 2021, is by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such cap

Letter Agreement, dated October 20, 2021, by and among the Company, the Sponsor, GR Sleep LLC, Christophe Barnouin, John O’Callaghan and the Company’s officers and directors.(1)

EX-10.1 5 ea149299ex10-1thriveacq.htm LETTER AGREEMENT, DATED OCTOBER 20, 2021, BY AND AMONG THE COMPANY, THE SPONSOR, GR SLEEP, CHRISTOPHE BARNOUIN, JOHN O'CALLAGHAN AND THE COMPANY'S OFFICERS AND DIRECTORS Exhibit 10.1 October 20, 2021 Thrive Acquisition Corporation 275 Grove Street, Suite 2-400 Newton, Massachusetts 02466 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Lett

Charles Urbain Warrants Purchase Agreement, dated September 24, 2021, by and between the Company and Charles Urbain

EX-10.7 11 ea149299ex10-7thriveacq.htm CHARLES URBAIN WARRANTS PURCHASE AGREEMENT, DATED SEPTEMBER 24, 2021, BY AND BETWEEN THE COMPANY AND CHARLES URBAIN Exhibit 10.7 CHARLES URBAIN WARRANTS PURCHASE AGREEMENT THIS CHARLES URBAIN WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 24, 2021, is e

Registration Rights Agreement, dated October 20, 2021, by and among the Company, the Sponsor, GR Sleep LLC and certain other security holders named therein.(1)

EX-10.3 7 ea149299ex10-3thriveacq.htm REGISTRATION RIGHTS AGREEMENT, DATED OCTOBER 20, 2021, BY AND AMONG THE COMPANY, THE SPONSOR, GR SLEEP AND CERTAIN OTHER SECURITY HOLDERS NAMED THEREIN Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2021, is made and entered into by and among Thrive Acquisition Corporation, a Cayman Isl

Amended and Restated Memorandum and Articles of Association of the Company.(1)

Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THRIVE ACQUISITION CORPORATION (adopted by Special Resolution dated September 24, 2021 and effective on Septmber 24, 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATI

GR Sleep LLC Warrants Purchase Agreement, dated September 24, 2021, by and between the Company and GR Sleep.

EX-10.6 10 ea149299ex10-6thriveacq.htm GR SLEEP LLC WARRANTS PURCHASE AGREEMENT, DATED SEPTEMBER 24, 2021, BY AND BETWEEN THE COMPANY AND GR SLEEP Exhibit 10.6 GR SLEEP LLC WARRANTS PURCHASE AGREEMENT THIS GR SLEEP LLC WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 24, 2021, is entered into

Administrative Services Agreement, dated October 20, 2021, by and between the Company and the Sponsor.(1)

Exhibit 10.4 ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (this “Agreement”), dated as of October 20, 2021, is made and entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Thrive Acquisition Sponsor LLC, a Cayman Islands exempted limited liability company (the “Service Provider” and, together with the Compan

Thrive Acquisition Corporation Announces Pricing of $150 Million Initial Public Offering

Exhibit 99.1 Thrive Acquisition Corporation Announces Pricing of $150 Million Initial Public Offering Newton, Massachusetts, October 20, 2021 (BUSINESS WIRE) – Thrive Acquisition Corporation (the “Company”) today announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) and trade under the

Investment Management Trust Agreement, dated October 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.(1)

EX-10.2 6 ea149299ex10-2thriveacq.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED OCTOBER 20, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 20, 2021, by and between Thrive Acquisition Corporation, a Cayman Is

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 ea149299-8kthriveacq.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2021 THRIVE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40939 98-160185

Thrive Acquisition Corporation Announces Closing of $172.5 Million Initial Public Offering

EX-99.2 13 ea149299ex99-2thriveacq.htm PRESS RELEASE, DATED OCTOBER 25, 2021 Exhibit 99.2 Thrive Acquisition Corporation Announces Closing of $172.5 Million Initial Public Offering Newton, Massachusetts, October 25, 2021 (BUSINESS WIRE) – Thrive Acquisition Corporation (the “Company”) today announced the closing of its initial public offering of 17,250,000 units at a price of $10.00 per unit, incl

Underwriting Agreement, dated October 20, 2021, by and between the Company and BTIG, LLC.

EX-1.1 2 ea149299ex1-1thriveacq.htm UNDERWRITING AGREEMENT, DATED OCTOBER 20, 2021, BY AND BETWEEN THE COMPANY AND BTIG, LLC Exhibit 1.1 UNDERWRITING AGREEMENT between THRIVE ACQUISITION CORPORATION and BTIG, LLC Dated October 20, 2021 THRIVE ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York October 20, 2021 BTIG, LLC 65 East 55th Street New York, New York 10022 As Representative o

Sponsor Warrants Purchase Agreement, dated September 24, 2021, by and between the Company and the Thrive Acquisition Sponsor, LLC.(1)

Exhibit 10.5 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 24, 2021, is entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Thrive Acquisition Sponsor LLC, a Cayman Islands exempt

$150,000,000 Thrive Acquisition Corporation 15,000,000 Units

424B4 1 f424b41021thrive.htm PROSPECTUS PROSPECTUS FILED PURSUANT TO RULE 424(b)(4) REGISTRATION NO. 333-259418 $150,000,000 Thrive Acquisition Corporation 15,000,000 Units Thrive Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 THRIVE ACQUISITION CORPORATION (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 THRIVE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 98-1601854 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ident

[Signature page follows]

October 18, 2021 VIA EDGAR Timothy (T.J.) Collins Division of Corporation Finance U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Timothy (T.J.) Collins Re: Thrive Acquisition Corporation Registration Statement on Form S-1 Filed September 24, 2021, as amended File No. 333- 259418 Dear Mr. Collins: Pursuant to Rule 461 of the Gen

Thrive Acquisition Corp. 275 Grove Street, Suite 2-400 Newton, MA 02466 October 18, 2021

Thrive Acquisition Corp. 275 Grove Street, Suite 2-400 Newton, MA 02466 October 18, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Timothy Collins Re: Thrive Acquisition Corp. Registration Statement on Form S-1 File No. 333-259418 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as a

As filed with the United States Securities and Exchange Commission on September 29, 2021 under the Securities Act of 1933, as amended.

S-1/A 1 fs12021a1thriveacquisit.htm REGISTRATION STATEMENT As filed with the United States Securities and Exchange Commission on September 29, 2021 under the Securities Act of 1933, as amended. No. 333-259418 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Thrive Acquisition Corporation (Exa

Specimen Class A Ordinary Share Certificate.(2)

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES THRIVE ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF THRIVE ACQUISITION CORPORATION (THE ?COMPANY?) subject to the

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THRIVE ACQUISITION CORPORATION (adopted by Special Resolution dated [ ] 2021 and effective on [ ] 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF THRIVE ACQUIS

Form of Administrative Services Agreement between the Registrant and the Sponsor.*

Exhibit 10.5 ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (this ?Agreement?), dated as of [?], 2021, is made and entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Thrive Acquisition Sponsor LLC, a Cayman Islands exempted limited liability company (the ?Service Provider? and, together with the Company, the

Form of Indemnity Agreement.(2)

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT THRIVE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Wa

Securities Subscription Agreement, dated as of May 5, 2021, between the Registrant and the Sponsor.(2)

Exhibit 10.7 THRIVE ACQUISITION CORPORATION PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands Thrive Acquisition Sponsor LLC May 5, 2021 PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands RE: Securities Subscription Agreement Ladies and Gentlemen: Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Thrive Acqu

Form of Private Placement Warrants Purchase Agreement between the Registrant and Charles Urbain.*

Exhibit 10.10 CHARLES URBAIN WARRANTS PURCHASE AGREEMENT THIS CHARLES URBAIN WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 24, 2021, is entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Charles Urbain (the “Purchaser”). WHEREA

Code of Ethics and Business Conduct.**

EX-14 21 fs12021a1ex14thriveacq.htm FORM OF CODE OF ETHICS AND BUSINESS CONDUCT Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF THIRVE ACQUISITION CORPORATION 1. Introduction The Board of Directors (the “Board”) of Thrive Acquisition Corporation (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s

Form of Registration Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Thrive Acquisition Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and the other parties listed on the signature pages heret

Promissory Note, dated as of May 5, 2021, between the Registrant and the Sponsor.(2)

Exhibit 10.6 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Specimen Unit Certificate.(2)

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Thrive Acquisition Corporation UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par val

Form of Audit Committee Charter.*

EX-99.1 23 fs12021a1ex99-1thriveacq.htm FORM OF AUDIT COMMITTEE CHARTER Exhibit 99.1 THRIVE ACQUISITION CORPORATION AUDIT COMMITTEE CHARTER Adopted by the Board of Directors on [●], 2021 A. PURPOSE The purpose of the Audit Committee (the “Committee”) shall be to assist the Board of Directors (the “Board”) of Thrive Acquisition Corporation (the “Company”) in overseeing (1) the integrity of the Comp

Memorandum and Articles of Association.*

EX-3.1 3 fs12021a1ex3-1thriveacq.htm MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF THRIVE ACQUISITION CORPORATION Auth Code: D80848598138 www.verify.gov.ky THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF THRIVE ACQ

Specimen Warrant Certificate.(2)

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Thrive Acquisition Corporation Incorporated Under the Laws of the Cayman Islands Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) (the “Wa

Form of Nominating and Corporate Governance Committee Charter.*

Exhibit 99.3 THRIVE ACQUISITION CORPORATION NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Adopted by the Board of Directors on [●], 2021 A. PURPOSE The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to (1) identify individuals qualified to become members of the Board of Directors (the “Board”) of Thrive Acquisition Corporation (the “Company”), consistent

Form of Compensation Committee Charter.*

Exhibit 99.2 THRIVE ACQUISITION CORPORATION COMPENSATION COMMITTEE CHARTER Adopted by the Board of Directors on [?], 2021 A. PURPOSE The purpose of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Thrive Acquisition Corporation (the ?Company?) is to (1) review and approve the corporate goals and objectives relating to the compensation and benefits for the Com

Form of Underwriting Agreement.*

Exhibit 1.1 Underwriting Agreement between Thrive Acquisition Corporation and BTIG, LLC Dated September [ ], 2021 Thrive Acquisition Corporation UNDERWRITING AGREEMENT New York, New York September [ ], 2021 BTIG, LLC 65 East 55th Street New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Thrive Acquisition Corporation, a

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 24, 2021, is entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Thrive Acquisition Sponsor LLC, a Cayman Islands exempt

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer and special advisor of the Registrant.*

EX-10.8 18 fs12021a1ex10-8thriveacq.htm FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT, THE SPONSOR AND EACH DIRECTOR AND EXECUTIVE OFFICER AND SPECIAL ADVISOR OF THE REGISTRANT Exhibit 10.8 [●], 2021 Thrive Acquisition Corporation 275 Grove Street, Suite 2-400 Newton, Massachusetts 02466 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to

Form of Private Placement Warrants Purchase Agreement between the Registrant and GR Sleep LLC.*

Exhibit 10.9 GR SLEEP LLC WARRANTS PURCHASE AGREEMENT THIS GR SLEEP LLC WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 24, 2021, is entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and GR Sleep LLC, a Delaware limited liability co

Consent of James Macon.

Exhibit 99.5 CONSENT OF JAMES MACON In connection with the filing by Thrive Acquisition Corporation (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b

Power of Attorney (included on signature page to the initial filing of this Registration Statement).**

As filed with the United States Securities and Exchange Commission on September 9, 2021 under the Securities Act of 1933, as amended.

Consent of Peter Roy.

Exhibit 99.4 CONSENT OF PETER ROY In connection with the filing by Thrive Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa

Consent of Peter Graham.

Exhibit 99.7 CONSENT OF PETER GRAHAM In connection with the filing by Thrive Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Consent of Daniel Germain.

Exhibit 99.6 CONSENT OF DANIEL GERMAIN In connection with the filing by Thrive Acquisition Corporation (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to th

This is a confidential draft submission to the United States Securities and Exchange Commission on June 8, 2021 under the Securities Act of 1933, as amended.

This is a confidential draft submission to the United States Securities and Exchange Commission on June 8, 2021 under the Securities Act of 1933, as amended.