Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Use of Proceeds
On March 4, 2021, the
Company consummated the Initial Public Offering of 30,000,000 units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Each unit consists of one share of Class A common stock, par value $0.0001 per share, and one-fourth of one
redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants at a price of $1.50 per Private
Placement Warrant in a private placement generating gross proceeds of $8,000,000.
On March 5, 2021 the over-allotment was partially exercised and
1,750,000 additional Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $17,500,000. In connection with the exercise of the over-allotment option, the Company sold 233,333 Private Placement Warrants to the Sponsor
at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $350,000.
Following the closing of our initial public offering
on February 2, 2021, a total of $317,500,000 comprised of $309,150,001 of the proceeds from the Initial Public Offering and $8,349,999 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained
by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing
solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act, as amended.
There has
been no material change in the planned use of the proceeds from our initial public offering and the private placement as is described in the Companys final prospectus related to our initial public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY
DISCLOSURES
Not applicable.
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