Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Unregistered
Sales of Equity Securities
None.
Use
of Proceeds
On
February 23, 2022, we consummated our IPO of 28,750,000 Units. Each Unit consisted of one Class A ordinary share of the Company, par
value $0.0001 per share, and one-half of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof
to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds
to the Company of $287,500,000.
Additionally,
on February 23, 2022, we consummated the closing of the sale of 3,750,000 additional Units upon receiving notice of the underwriter’s
election to fully exercise its overallotment option (the “Overallotment Units”), generating additional gross proceeds of
$37,500,000. Simultaneously with the exercise of the overallotment, we consummated the private placement of an additional 625,000 Private
Placement Warrants to the Original Sponsor, generating gross proceeds of $937,500.
A
total of $294,687,500 ($10.25 per Unit) from the net proceeds of the sale of the Units, Overallotment Units, and the Private Placement
Warrants was placed in the Trust Account and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act of 1940, as amended (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 the Company 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.
Issuer
Purchases of Equity Securities
None.
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