ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Founder Shares
On December 31, 2020, the Sponsor purchased 5,031,250 founder shares for an aggregate purchase price of $25,000, or approximately $0.005 per share. In connection with them joining our Board, the Sponsor transferred 30,000 founder shares to each of Messrs. Batchu, Battier, James and Wanger and Ms. Abramson, our independent directors. On February 24, 2021, we effected a stock dividend of approximately 0.14 shares of our Class B Common Stock, resulting in an aggregate of 5,750,000 founder shares issued and outstanding, representing an adjusted purchase price of approximately $0.004 per share.
Our Sponsor and our officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the earliest of: (A) one year after the completion of an initial business combination and (B) subsequent to an initial business combination, (x) if the last sale price of our Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after an initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Private Placement Warrants
Simultaneously with the consummation of the Public Offering and the subsequent exercise of the underwriter’s overallotment option, we consummated the private sale of 6,575,000 Private Placement Warrants to the Sponsor at $1.00 per warrant generating gross proceeds of $6,575,000. The Private Placement Warrants are identical to those underlying the Units sold in the Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions.
Sponsor Relationship
Brian Friedman and Benjamin Friedman, who serve as officers and directors of the Company, each have an indirect economic interest in the founder shares and Private Placement Warrants purchased by the Sponsor as a result of their membership interest in Bet on America Holdings, LLC.
PIPE Subscription Agreement
Contemporaneously with the execution of the Business Combination Agreement, our Sponsor, Bet on America Holdings, LLC (of which Brian Friedman and Benjamin Friedman, who serve as directors and officers of the Company, are members and officers of) executed a PIPE Subscription Agreement pursuant to which the Sponsor agreed to purchase 1,000,000 shares of Selina Ordinary Shares at $10.00 per share, or a total of $10,000,000. The PIPE Subscription Agreement is a modified version of the same as the PIPE Subscription Agreements signed by the other PIPE Investors. The Sponsor may allocate some or all of its commitment to purchase shares to its partners or other interested investment parties, any such transfer to be subject to, and in accordance with, the terms of, the PIPE Subscription Agreement.
Indemnity Agreements
We have entered into indemnity agreements with each of our officers and directors that require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, subject to the terms, including certain exclusions, discussed in the indemnity agreements with such parties.
Related Party Loans
In order to finance transaction costs in connection with the Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up