Item 5. Market for Registrant’s Common Equity
Item 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
Market Information.
Our units, Class A ordinary shares and warrants are traded on the Nasdaq under the symbols “WWACU”, “WWAC” and “WWACW”, respectively.
Holders
Although there are a larger number of beneficial owners, at March 31, 2022, there was 1 holder of record of our units, 1 holder of record of our separately traded Class A ordinary shares and 1 holder of record of our separately traded warrants.
Dividends
We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
On October 22, 2021, we consummated our IPO of 20,000,000 units. The units sold in our IPO were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $200,000,000. BofA Securities, Inc. and J.P. Morgan Securities LLC acted as underwriters of the offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1
(No. 333-259801).
The registration statement was declared effective on October 19, 2021.
Substantially concurrently with the closing of our IPO, the Company completed the private sale of 8,000,000 warrants (the “private placement warrant”) at a purchase price of $1.00 per private placement warrant, to the Company’s sponsor, Worldwide Webb Acquisition Sponsor LLC (the “sponsor”), generating gross proceeds to the Company of $8,000,000. The private placement warrant are identical to the warrants sold as part of the units in our IPO except that, so long as they are held by the sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.
We granted the underwriter a 45-day
option to purchase up to an additional 3,000,000 units at our IPO price to cover over-allotments, if any. The underwriter exercised the over-allotment option in full and purchased an additional 3,000,000 units on November 15, 2021, generating gross proceeds of approximately $30.0 million (the
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“over-allotment units”). On November 15, 2021, simultaneously with the sale of the over-allotment units, the Company completed a private placement of 900,000 additional private placement warrants, generating gross proceeds to the Company of $900,000. A total of $232,300,000 of the net proceeds from the sale of the units in the IPO (including the over-allotment units) and the private placements on October 22, 2021 and November 15, 2021 were placed in a trust account established for the benefit of the Company’s public shareholders (“trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7
of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the trust account as described below.
The Company incurred approximately $21,834,402 of offering costs in connection with our IPO, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $9,184,402 of other costs. There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus dated October 19, 2021, which was filed with the SEC.
Item 6.
Selected Financial Data.
Not required.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.