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.
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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