Item 2. Unregistered Sales of Equity Securities
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
Unregistered Sales
On January 22, 2021, our Sponsor paid an aggregate
of $25,000 for certain offering costs on our behalf in exchange for issuance of 8,625,000 Class B ordinary shares (the “Founder
Shares”). The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,125,000 Founder Shares, on a pro rata basis,
to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares will
represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On April 7, 2021, the underwriter
exercised its over-allotment option in part, and 532,687 Founder Shares were subsequently forfeited by our Sponsor.
No underwriting discounts
or commissions were paid with respect to such sales.
24
Use of Proceeds
In
connection with the Initial Public Offering, we incurred offering costs of approximately $17.2 million (including deferred
underwriting commissions of approximately $10.5 million). Other incurred offering costs consisted principally of preparation fees
related to the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion,
which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering
expenses, $300.0 million of the net proceeds from our Initial Public Offering and certain of the proceeds from the
Private Placement Units (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account. The net proceeds
of the Initial Public Offering and certain proceeds from the sale of the Private Placement Units are held in the Trust Account and
invested as described elsewhere in this Quarterly Report on Form 10-Q.
There has been no material
change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s
final prospectus related to the Initial Public Offering.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not applicable.
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