Item 2. Unregistered Sales of Equity Securities
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
On October 2, 2020, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000. The Units sold in
the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $230,000,000. Citigroup Global Markets Inc., BofA Securities, Inc. and Barclays Capital Inc. acted as joint book-running managers. The
securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-248718). The Securities and Exchange Commission declared the registration statement effective on September 29, 2020.
Simultaneous with the consummation of the Initial Public Offering and the closing of the over-allotment option, we consummated the private placement of an aggregate of 6,600,000 warrants at a price of $1.00 per
Private Placement Warrant, generating total proceed of $6,600,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30
days after the completion of a Business Combination, subject to certain limited exceptions.
Of the gross proceeds received from the Initial Public Offering, the closing of the over-allotment option and the Private Placement Warrants, $230,000,000 was placed in the Trust Account.
We paid a total of $4,204,000 in underwriting discounts and commissions and $907,756 for other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $8,050,000 in
underwriting discounts and commissions.
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Table of Contents
Item 3.
Defaults Upon Senior Securities.
None.
Item 4.
Mine Safety Disclosures.
Not Applicable.
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