What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2021-05-11 compared with 2020-11-16 · 39 added, 42 removed, 7 unchanged (92% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On March 13, 2018, JFG, through a

subsidiary, purchased a 100% of the membership interest in the Company for $1,000.

On August 24, 2020, TJF purchased a 51.7%

membership interest in the Company for $1,070.

Simultaneously we converted the Company from a limited liability company to a corporation

and its previously outstanding membership interests converted into shares of Class B common stock.

The total number of authorized

shares of all classes of capital stock is 401,000,000, of which 380,000,000 shares are Class A shares at par value $0.0001

20,000,000 shares are Class B shares at par value $0.0001 per share (the “Founder Shares”);

and 1,000,000

shares are preferred stock at par value $0.0001 per share.

The Sponsors hold an aggregate of 11,500,000 Class B shares based

on the proportional interest in the Company.

Further, on September 16, 2020, we conducted a 1:1.25 stock split of the Founder

Shares so that a total of 14,375,000 Founder Shares were issued and outstanding.

As of September 16, 2020, JFG owns 6,943,125

Founder Shares and TJF owns 7,431,875 Founder Shares.

An aggregate of 1,875,000 Founder Shares are subject to forfeiture to the

extent the underwriters do not exercise their over-allotments option.

Simultaneously with the closing of the

Public Offering, the Sponsors purchased an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50 per Sponsor Warrant for

an aggregate purchase price of $12,000,000 in the Private Placement.

These securities were issued in connection with our incorporation

pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Each of our Sponsors

is an accredited investor for purposes of Rule 501 of Regulation D.

and Use of Proceeds

Unregistered Sales of Equity Securities

On March 13, 2018, JFG, through a subsidiary,

purchased a 100% of the membership interest in the Company for $1,000.

On August 24, 2020, TJF purchased a 51.7% membership interest in

the Company for $1,070.

Simultaneously we converted the Company from a limited liability company to a corporation and its previously outstanding

membership interests converted into shares of Class B common stock.

The total number of authorized shares of all classes of capital stock

is 401,000,000, of which 380,000,000 shares are Class A shares at par value $0.0001 per share;

20,000,000 shares are Class B shares at

par value $0.0001 per share (the “Founder Shares”);

and 1,000,000 shares are preferred stock at par value $0.0001 per share.

The Sponsors hold an aggregate of 11,500,000 Class B shares based on the proportional interest in the Company.

Further, on September 16,

2020, we conducted a 1:1.25 stock split of the Founder Shares so that a total of 14,375,000 Founder Shares were issued and outstanding.

As of September 16, 2020, JFG owns 6,943,125 Founder Shares and TJF owns 7,431,875 Founder Shares.

An aggregate of 1,875,000 Founder Shares

are subject to forfeiture to the extent the underwriters do not exercise their over-allotments option.

Simultaneously with the closing of the Public

Offering, the Sponsors purchased an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50 per Sponsor Warrant for an aggregate purchase

price of $12,000,000 in the Private Placement.

These securities were issued in connection with our incorporation pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act.

Each of our Sponsors is an accredited investor for purposes of Rule

501 of Regulation D.

Use of Proceeds

On October 14 , 2020, we consummated

the Public Offering of 50,000,000 Units.

Each Unit consists of one share of Class A Common Stock and one-third of one Public

Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per

share, subject to adjustment.

On October 14, 2020, we consummated the Public

Offering of 50,000,000 Units.

Each Unit consists of one share of Class A Common Stock and one-third of one Public Warrant, each whole

Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $500,000,000.

Jefferies LLC served as the sole book-running manager of the Public Offering.

The securities sold in the Public Offering were registered

under the Securities Act on a registration statement on Form S-1 (File No.

The SEC declared the registration

statement effective on October 8, 2020.

Jefferies LLC served as the sole book-running

manager of the Public Offering.

The securities sold in the Public Offering were registered under the Securities Act on a registration

statement on Form S-1 (File No.

The SEC declared the registration statement effective on October 8, 2020.

Following the closing of the Public Offering

and the Private Placement, $500,000,000 was placed in the Trust Account, comprised of $490,000,000 of the proceeds from the Public

Offering (which amount includes $17,500,000 of the underwriters’

deferred discount) and $10,000,000 of the proceeds of the Private Placement

and paid $10,000,000 in underwriting discounts.

There has been no material change in the planned use of proceeds from the public

offering as described in the Prospectus.

Offering (which amount includes $17,500,000 of the underwriters’ deferred discount) and $10,000,000 of the proceeds of the

Private Placement and paid $10,000,000 in underwriting discounts.

There has been no material change in the planned use of proceeds

from the public offering as described in the Prospectus.

Defaults Upon Senior Securities

1 unchanged sentence

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities