Business combinations

2. In your compensation table here and on pages 12 and 109, and on the cover page, please revise to include both the anti-dilution adjustment of the founder shares upon conversion at the time of the business combination and any other adjustment to maintain the 20% founder share interest in the event of a change in the size of the offering. Lastly, please revise the table to reflect that in addition to the sponsor, an affiliate of the sponsor may be paid a salary or fee in an amount that constitutes a market standard for comparable transactions in connection with the business combination. See Items 1602(a)(3), 1602(b)(6) and 1603(a)(6) of Regulation S-K.

1. We note your disclosure that pursuant to a letter agreement, your sponsor, officers and directors have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of an initial business combination and shareholder vote to approve an amendment to your charter. Please disclose whether consideration (in cash or in other form of value) was provided in exchange for the agreement by these parties to waive redemption rights. Refer to Item 1603(a)(8) of Regulation S-K.

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. Also revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a Securities and Exchange Commission March 31, 2023 Page 2 target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the…

1. Please revise this section to prominently disclose that shares of common stock held by certain stockholders are currently under equity pledge or judicial freezing and, if such equity pledges are exercised or if the shares subject to judicial freezing are auctioned off, the Holding Company may only control approximately 46% of the voting rights of the company. Clearly disclose the reduction in interest could occur before or after the closing of the business combination. Please also disclose the equity and economic interest that will be held by the Holding Company if the equity pledges are exercised or auctioned off.

2. Please clearly disclose the number of shares in PubCo that will be issued if the equity pledges are exercised or auctioned off prior to the closing of the business combination.

4. We note your revised disclosure that you expect to receive up to $33 million from the trust account and also intend to raise between $55 million and $155 million post-business combination. We also note your disclosure on page 118 that “[o]ver the forecast period from 2023 to 2025, the Company estimates that it will require a total of US150 million in capital expenditures to execute its growth strategy.” It appears that multiple funding scenarios generate insufficient funds to execute your business plan. Please revise to discuss this potential shortfall and the company’s plan if it is unable to raise an aggregate of $150 million to execute its growth strategy.

8. We note that you are now asking MCAF stockholders to adopt amendments to the existing charter that would allow MCAF to consummate the business combination even if MCAF has less than $5,000,001 in net tangible assets. Explain why you are asking stockholders to vote on this proposal now, as opposed to at an earlier time. Additionally, provide a discussion of the related risks for investors and the post-business combination company here and in the risk factors section. Please also include a Q&A on the NTA Requirement Amendment Proposal..

12. Refer to page 197. Please more fully explain how you determined the maximum number of shares that can be redeemed under the Maximum Redemption scenario, including any related assumptions. If accurate, please disclose if actual redemptions exceed the maximum amount presented the business combination will not occur. If that is not accurate, please more fully explain how you determined the Maximum Redemption scenario presented is appropriate and the pro forma financial statements appropriately reflect the range of possible results as required by Rule 11-02(a)(10) of Regulation S-X. In this regard, we also note the filing now also includes a proposal to amend the tangible net asset requirement; however, it is not clear what would or could occur if the proposal is not approved or how the approval or lack of approval of the proposal is appropriately reflected in the range of possible…

18. We note your disclosure that upon the Reorganization closing the Holding Company will (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting rights of all outstanding equity securities of the Company entitled to vote, (2) own at least 71.2184% of the economic rights of all the outstanding equity securities in the Company and (3) own, directly or indirectly own at least 37.8426% of the then-issued and outstanding equity interests in the Company. We also note your disclosure that if the equity pledges are exercised or if the shares subject to judicial freezing are later auctioned off prior to the closing of the Business Combination, the Holding Company may only have ability to direct, directly or indirectly, as little as 46.2701% of the voting rights of all outstanding equity securities of the Company entitled to vote. Please also disclose the…

1. Staff’s comment : We note the disclosure that “the funds held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of our initial business combination or earlier at our option ....” Please clarify the instances when the funds may be released from the trust account “earlier at your option” in the above statement and how those instances differ from those set forth in parts ii and iii of your disclosure.

2. Staff’s comment : We note that your officers and director are affiliated with another special purpose acquisition company, Ares Acquisition Corp., which you disclose executed a definitive merger agreement in December 2022 for its initial business combination. To ensure potential investors in Ares Acquisition Corp. II have adequate information to assess the management’s track record in identifying and evaluating prospective target businesses, please expand to briefly describe the material terms of the transaction.

3. Staff’s comment : We note the disclosure on page 14 and elsewhere in the prospectus that each public stockholder may redeem their shares irrespective of whether they vote for or against the business combination. Please also disclose whether public stockholders are able to redeem their shares if they abstain from voting.

5. In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

7. We note that your forward purchase agreement provides an investor with the right to sell back shares to the company at a fixed price three years after the closing date of the business combination. Please revise to discuss the risks that this agreement may pose to other holders if you are required to buy back the shares of your common stock as described therein, in which case the investor would keep the prepayment amount. We also note that the investor is entitled to certain consideration at the end of the three-year term. Discuss how such forced purchases and this other required consideration would impact the cash you have available for other purposes and to execute your business strategy.

4. We note your disclosure quantifying the aggregate dollar amount of the interests of certain persons in the business combination. To the extent material, include loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

5. We note numerous representations as to the tax consequences affecting investors. For example, on page 119, we note your representation that if the business combination qualifies as a reorganization under either Section 368(a) of the Code then U.S. holders "will generally not recognize a gain or loss" for U.S. federal income tax purposes on their shares. We also note that your disclosure that the Merger is not conditioned on the receipt of opinions from ArentFox Schiff LLP to the effect that the Merger will qualify as a as a “reorganization” within the meaning of Section 368(a) of the Code. Please note that a tax opinion is required where the tax consequences are material to an investor and a representation as to tax consequences is set forth in the filing. Refer to Item 601(b)(8) of Regulation S-K. To support your conclusions about the tax consequences of the business combination,…

9. We note the table detailing the relevant conflicts of interest of your executive officers and directors. We also note that you do not believe that the fiduciary duties or contractual obligations of your officers or directors will materially affect your ability to complete the business combination. Please clarify how the board considered those conflicts in negotiating and recommending the business combination.

1. The discussion of the risks related to your Up-C structure, the Tax Receivable Agreement and the resulting redirection of cash flows to the pre-business combination owners should be enhanced and given more prominence in your prospectus. Please revise your prospectus cover page to disclose that the TRA confers significant economic benefits to the pre-business combination owners, redirects cash flows to the TRA participants at the expense of the rest of your shareholders, and materially affects your liquidity. Please ensure that your revised disclosure states clearly that you expect the payments to be substantial and that the arrangement will reduce the cash provided by the tax savings that would otherwise have been available to you for other uses. Because the arrangement could be considered a windfall for the pre-business combination owners, your disclosure should quantify the range…

3. Please revise this section to clearly describe each of the securities that will be outstanding post-business combination, including the voting rights of each security. Additionally, revise to disclose, if material, any conflicts of interest, economic differences or potential economic differences between the securities, including the OpCo common units, and the risks that such differences pose to public stockholders.

4. Please disclose the total combined voting power of the X-energy Founder post-business combination.

5. Please revise this section to quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

8. We note that Ocean Tomo reviewed prospective financial information and forecasted unlevered cash flows of X-energy for fiscal year 2022 through fiscal year 2036 in connection with the preparation of its fairness opinion. Please clarify whether the AAC board, Special Committee or Ocean Tomo reviewed projected or prospective financial information of X-Energy in connection with the Business Combination in addition to the Unit Economic information provided on pages 147 through 151. If so, please revise to include those projections and disclose all material assumptions and estimates underlying those projections.

13. We note that you classified the Series A Preferred Stock as temporary equity. Please describe the material terms of the Series A Preferred Stock including, but not limited to, voting, conversion, and redemption rights. We also note that your disclosure for the New X-Energy Preferred Stock in Description of New X-energy Securities on page 234 states “No shares of New X-energy Preferred Stock will be issued or outstanding immediately after the completion of the Business Combination.” Please revise to resolve the inconsistency and include the material terms of the Series A Preferred Stock.

14. Your disclosure states that the pro forma adjustment was made to record transaction costs of $80.0 million, relating to legal, third-party advisory, investment banking, and other miscellaneous fees which were direct and incremental to the Business Combination. However, $35.0 million of the $80.0 million appears to be related to deferred underwriter commissions recorded by AAC in connection with its IPO. Please revise your disclosure to more fully clarify the nature of the transaction costs.

15. Please explain why you believe the business combination between AAC and X-energy should be accounted for as a common control transaction, and revise your disclosure to include the basis for your conclusion. For reference, see ASC 805-50-15-6.

16. We note that as part of the issuance of New X-energy Common Stock, X-energy’s legacy Series A redeemable convertible preferred stock and legacy Series B redeemable convertible preferred stock will be eliminated and converted into permanent equity at Closing. As this transaction does not appear to be discussed elsewhere, please revise your disclosures throughout the filing to include a discussion of any transactions related to the preferred stock that are expected to occur in connection with the Business Combination.

22. We note that X-energy had $37.4 million in convertible notes as of September 30, 2022, and issued $20.0 million in additional convertible notes on October 7, 2022. Please revise to disclose the effect of the Business Combination on the rights of the noteholders, including their conversion rights, and the impact on the pro forma financial information, if any.

31. We note that certain of the underwriters of your IPO performed additional services after the IPO and part of the IPO underwriting fee was deferred and conditioned on completion of a business combination. Please quantify the aggregate fees payable to each underwriter that are contingent on completion of the business combination.

2. At pages 21 and 63 you state that “On February 26, 2023, the parties to the Merger Agreement agreed to waive the requirement that the Combined Company have at least $5,000,001 in net tangible assets upon the closing of the Business Combination.” Revise to disclose the reason(s) this action was taken. Also, please provide a discussion of any material risks of the waiver to investors and the post-business combination company.

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an…

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an…

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an…

1. We note that a majority of your executive officers and directors have significant ties to China, and your disclosure that you may acquire a company that is based in China in an initial business combination. Please disclose this prominently on the prospectus cover page. Also provide prominent disclosure about the legal and operational risks that would be associated with being based in or having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in a material change in your or the target company’s post-combination operations and/or the value of the securities you are registering for sale or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how…

3. We refer to your disclosure regarding Mr. Jason Wong’s experience here and on page 84, including the reference to prior business combinations that he oversaw. To ensure your potential investors have adequate information to assess your sponsor’s track record in identifying and evaluating prospective target businesses, please expand this disclosure to briefly describe the material terms of the transactions, and provide the current post- combination company’s ticker symbol for reference for Clene Nanomedicine.

4. We note your disclosures here and elsewhere that public shareholders may redeem their shares irrespective of whether they vote for or against the proposed business combination. Please also disclose here, and elsewhere as appropriate, whether public shareholders are able to redeem their shares if they abstain from voting.

5. We refer to your statement on page 24 that if a significant number of shareholders vote, or indicate an intention to vote, against a proposed business combination, your officers, directors, initial shareholders or their affiliates could make purchases in the open market or in private transactions in order to influence the vote. Please explain how such purchases would comply with the requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.

8. You state here and in the last paragraph on page 36 that if you are not able to consummate your initial business combination within the require time period, you will, as promptly as possible but not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account. In other sections of your prospectus, you disclose a ten business day time period. Please reconcile your disclosures, or advise.

9. Please revise the heading of, and disclosure in, this risk factor to also discuss the risk that you may face a high level of competition from other special purpose acquisition companies in searching for business combination transaction candidates. Also disclose that the competition you face in searching for a combination candidate may impact the attractiveness of the acquisition terms that you will be able to negotiate.

16. Your sponsor has members who are non-U.S. persons. Please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the…

17. Please address any impact PRC law or regulation may have on the cash flows associated with the business combination, including shareholder redemption rights.

2. We note your revised disclosure in response to comment 3 and reissue our comment in part. Please make conforming changes to your disclosure in this section on page 16 as you have made on pages 43, 95, and 117. Please also quantify any amounts subject to reimbursement and quantify the aggregate amount that the sponsor, its affiliates, and the company’s officers and directors have at risk that depends on completion of a business combination on pages 16, 43, 95, and 117. Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission March 17, 2023 Page 2

3. Transaction Accounting Adjustments to the Alset and HWH Unaudited Pro Forma Condensed Combined Balance Sheet as of August 31, 2022, page 57 3. We have reviewed your response to comment 7 noting it does not appear to address our comment in its entirety, therefore it is being reissued. Please tell us how you considered the indirect ownership in determining that HWH International and Alset were not under common control. In addition, your response states that Mr. Chan owns 23.4% of Alset before and after the business combination. This appears to be inconsistent with the disclosure on page 28 which states Mr. Chan only owned 16.2% indirect interest in Alset before the business combination. Please clarify and revise.

7. We note your revised disclosure in response to comment 14 that once you get closer to the date of approval of the Business Combination, you and EF Hutton will enter into negotiations with potential investors. Please discuss why additional financing has not been secured to date.

8. We note your revised disclosure in response to comment 13 that Mr. Chan participated in the votes to approve the business combination. Please clarify how Alset’s board considered the conflicts of interest presented by the affiliation between Alset and HWH and the overlapping nature of directors and officers of Alset and HWH in negotiating and recommending the business combination.

11. Please further revise to state the source of the “proceeds we raise as part of the Business Combination,” as well as the likely range in the amount of such proceeds.

2. Contingent Value Rights, page 98 2. We note your cross-reference “[f]or more information about the milestones and conditions triggering each of these types of protections, see ‘ The Business Combination Agreement and Ancillary Agreements — Amended and Restated PIPE Subscription Agreements. ’” This disclosure does not appear in your Form F-1. Please clarify the vesting/forfeiture formula for the ordinary shares underlying the Contingent Value Rights for both Class A and B. In particular, please provide the following information: ● How you calculated the 1,137,577 forfeited amount of ordinary shares for the 2022 Price Protection formula for your stock price falling below $5 for five consecutive days. ● How you calculated the 1,384,951 forfeited amount of ordinary shares for the 2022 Price Protection formula for your stock price as of December 31, 2022. ● Describe how the gross margins…

Comment 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. If so, please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the…

8. We note that the Business Combination Agreement may be terminated by Avalon, in the event that the Business Combination is unable to close (or there is no reasonably likelihood of such closing) due to an investigation by the SEC related to GWG. We also note the SEC investigation discussed in various GWG Holdings, Inc filings, including the Form 10-Q filed on November 19, 2021. Please add a separately-captioned risk factor discussing this and disclosing material public information regarding the SEC investigation related to GWG.

5. We note your responses to comments 2 and 3 and reissue. Please include the table in the prospectus summary. The table should provide a detailed sources and uses of funds in addition to your plan to repay liabilities. For example, the table should (1) state the amount of the expected proceeds from the Business Combination, including the amount remaining in the trust account, PIPE financings and any other private financings in connection with the Business Combination and (2) provide detailed disclosure stating the amount of proceeds that you intend to allocate to (i) fund operations, (ii) cure loans, debt, accounts payable and other liabilities in default and (iii) settle lawsuits or satisfy judgements. Clearly disclose which short-term loans and borrowings that you intend to repay with proceeds from the Business Combination. Additionally, revise this section to prominently disclose…

6. We note that your disclosure that the recent extension approved by MCAF’s shareholders led to a redemption of 2,432,520 MCAF’s shares in the amount of $24.5 million. Please update your disclosure to reflect the outcome of the special meeting of MCAF’s stockholders held on December 15, 2022, including the “Background of the Business Combination” where you should explain the reason the amendments were sought, the conflicts of interest pertaining to your Sponsor, directors and officer, and the impact on the transaction. Additionally, disclose the overall impact to the amount of funds in the Trust Account (and the amount available for liquidation and/or redemption). Finally, please make appropriate updates about the terms of the amended and restated certificate of incorporation and trust agreement and the related party extension loans where disclosed in your registration statement.

10. Refer to page 191. In order to allow shareholders to more clearly evaluate the financial condition of each entity prior to the proposed business combination, it appears you should revise the pro forma balance sheet to add a column for the cash redemptions that occurred at MCAF subsequent to the balance sheet data and related subtotal column to reflect MCAF’s historical balances adjusted for the cash redemptions that resulted from the extension request and occurred after the balance sheet date but prior to the proposed business combination. Please refer to Rule 11-02(b)(4) of Regulation S-X.

Comment : We note that in addition to the Business Combination Proposal, or Proposal No. 1, Galata’s shareholders will also be asked to consider and vote upon a proposal to change the multi-class structure of Galata, comprising of Class A Ordinary Shares of Galata, Founders Shares and preference shares of Galata, to a single-class share structure of New Marti comprised solely of Class A Ordinary Shares of New Marti and preference shares of New Marti. However, your discussion in the paragraphs immediately prior does not address the conversion, for example, of Galata preference shares to New Marti preference shares. Please revise your disclosure here and elsewhere, as appropriate, to address these shares and their treatment within the terms of the Business Combination Agreement, including how these shares relate to your description of a single-class share structure for both Galata and New…

Comment : Please revise your definitions of the parties listed in this section, including Verdi, Willkie, Barclays, B. Riley and Scura Partners, for example, to briefly describe the role each entity has in your Business Combination or initial public offering. For example, we note that your disclosure on page 112 describes B. Riley as serving as underwriter in your initial public offering.

Comment : Please revise this section to include a Q&A that addresses how much dilution non-redeeming Galata stockholders may experience. Disclose all possible sources and the extent of dilution that stockholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure on the impact of each significant source of dilutions, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming stockholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

Comment: Please expand your disclosure to discuss in greater detail the respective merits and limitations of the potential business combinations with Marti and Company A that representatives from Galata’s management presented to the Galata Board on August 19, 2021 and the Board’s consideration of these factors. We note that the Board authorized Galata management to pursue both acquisitions.

Comment: We note that during July and August 2021, Galata actively pursued Company A and, ultimately, Galata and Company A could not come to terms on a business combination resulting in Galata terminating discussions with Company A. Please revise your disclosure to expand your discussion of the terms or other factors that were discussed or considered regarding Company A during this time period that resulted in being unable to come to terms on a business combination. We note that Galata exchanged a draft NDA with Company A and sent an initial diligence request on September 1, 2021.

Comment: Please quantify the aggregate dollar amount and describe the nature of what the Sponsor and its affiliates have at risk that depends on completion of the business combination. Include the current value of loans extended, fees due, and out-of-pocket expenses for which the Sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for Galata’s officers and directors, if material. We note your disclosure regarding the current value of certain securities held. Make consistent revisions in each place where this disclosure appears in your proxy statement/prospectus.

Comment: Please clarify if the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other SPAC stockholders experience a negative rate of return in the post-business combination company.

Comment: We note your disclosure that “[i]n connection with the shareholder vote to approve the Business Combination, the Sponsor, Galata’s directors, officers, advisors or any of their respective affiliates may privately negotiate transactions to purchase public shares from shareholders...” Further, we note your disclosure regarding the purpose of such share purchases, including increasing the likelihood of obtaining shareholder approval of the Business Combination or to satisfy a closing condition in the Business Combination Agreement. Please revise your disclosure here and throughout your registration statement to confirm that: · shares purchased by Galata’s Sponsor, directors, officers, advisors or affiliates would not be voted in favor of the business combination; - 9 - · Galata’s Sponsor, directors, officers, advisors or affiliates will waive any redemption rights; and · Galata…

Comment: We note that as of December 31, 2021 a single individual held Marti Options covering 25,000 shares of Marti common stock. Please revise your disclosure to state whether or not any of these options have vested. We note your disclosure within your proxy statement/prospectus that Marti Options will convert to Class A Ordinary Shares in connection with the Business Combination regardless of whether these options have vested or not.