13 unchanged sentences
Unregistered Sales
+Added: Private Placement Shares
Simultaneously with the consummation of the IPO and the issuance and sale of the shares, the Company consummated the Private Placement of 907,000 Private Placement Shares at a price of $10.00 per Private Placement Share, to the sponsor, generating gross proceeds of $9,070,000.
2 unchanged sentences
The Private Placement Shares are identical to the Class A Ordinary Shares sold in the IPO, subject to certain limited exceptions, including that the sponsor has agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination.
+Added: PIPE Investment
+Added: Concurrently with the execution of the Merger Agreement, the Company entered into the Subscription Agreement with the Initial PIPE Investor, pursuant to which, among other things, the Initial PIPE Investor has agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the Initial PIPE Investor an aggregate of 1,200,000 Surviving Pubco Shares for a purchase price of $10.00 per 1.2 shares, on the terms and subject to the conditions set forth therein.
+Added: The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and the Initial PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement.
+Added: Surviving Pubco Shares to be issued and sold to the Initial PIPE Investor pursuant to the Subscription Agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
+Added: The Subscription Agreement provides the Initial PIPE Investor with certain customary registration rights.
+Added: The Subscription Agreement further provides that one-sixth of the Surviving Pubco Shares issued to the PIPE Investors will be subject to certain transfer restrictions.
Use of Proceeds
3 unchanged sentences
The gross proceeds from the Initial Public Offering were $275,000,000 in aggregate.
−Removed: A total of $275,000,000 of the net proceeds of the Initial Public Offering and Private Placement (which includes the underwriters’ deferred discount of $9,625,000) was placed in a trust account, with Continental Stock Transfer & Trust Company acting as trustee.
−Removed: Transaction costs amounted to approximately $16.1 million, of which approximately $9.6 million was for deferred underwriting commissions.
+Added: A total of $275,000,000 of the net proceeds of the Initial Public Offering and Private Placement (inclusive of the underwriters’ deferred discount of $9,625,000, which has subsequently been waived by the underwriters) was placed in the Trust Account.
+Added: Transaction costs amounted to approximately $16.1 million, of which approximately $9.6 million was for deferred underwriting commissions (which has subsequently been waived by the underwriters).
There has been no material change in the planned use of proceeds from such use as described in the Company’s registration statement on Form S-1 (File No.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.