−Removed: Unregistered Sales of Equity Securities
−Removed: and Use of Proceeds
+Added: Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
−Removed: On March 13, 2018, JFG, through a subsidiary,
−Removed: purchased a 100% of the membership interest in the Company for $1,000.
−Removed: On August 24, 2020, TJF purchased a 51.7% membership interest in
−Removed: the Company for $1,070.
−Removed: Simultaneously we converted the Company from a limited liability company to a corporation and its previously outstanding
−Removed: membership interests converted into shares of Class B common stock.
−Removed: The total number of authorized shares of all classes of capital stock
−Removed: is 401,000,000, of which 380,000,000 shares are Class A shares at par value $0.0001 per share;
−Removed: 20,000,000 shares are Class B shares at
−Removed: par value $0.0001 per share (the “Founder Shares”);
−Removed: and 1,000,000 shares are preferred stock at par value $0.0001 per share.
−Removed: The Sponsors hold an aggregate of 11,500,000 Class B shares based on the proportional interest in the Company.
−Removed: Further, on September 16,
−Removed: 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.
−Removed: As of September 16, 2020, JFG owns 6,943,125 Founder Shares and TJF owns 7,431,875 Founder Shares.
−Removed: An aggregate of 1,875,000 Founder Shares
−Removed: are subject to forfeiture to the extent the underwriters do not exercise their over-allotments option.
−Removed: Simultaneously with the closing of the Public
−Removed: 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
−Removed: price of $12,000,000 in the Private Placement.
−Removed: These securities were issued in connection with our incorporation pursuant to the exemption
−Removed: from registration contained in Section 4(a)(2) of the Securities Act.
−Removed: Each of our Sponsors is an accredited investor for purposes of Rule
−Removed: 501 of Regulation D.
+Added: On March 13, 2018, JFG, through a subsidiary, purchased 100% of the membership interests in the Company for $1,000.
+Added: On August 24, 2020, TJF purchased a 51.7% membership interest in the Company for $1,070.
+Added: 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.
+Added: 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 common stock, par value $0.0001 per share;
+Added: 20,000,000 shares are Class B common stock, par value $0.0001 per share (the “Founder Shares”);
+Added: and 1,000,000 shares are preferred stock, par value $0.0001 per share.
+Added: The Sponsors held an aggregate of 11,500,000 Founder Shares based on their proportional interests in the Company.
+Added: 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.
+Added: An aggregate of 1,875,000 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option.
+Added: As of June 30, 2021, JFG and TJF owned an aggregate of 12,500,000 Founder Shares based on their proportional interests in the Company.
+Added: 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.
+Added: 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.
+Added: Each of our Sponsors is an accredited investor for purposes of Rule 501 of Regulation D.
Use of Proceeds
−Removed: On October 14, 2020, we consummated the Public
−Removed: Offering of 50,000,000 Units.
−Removed: Each Unit consists of one share of Class A Common Stock and one-third of one Public Warrant, each whole
−Removed: Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment.
+Added: On October 14, 2020, we consummated the Public Offering of 50,000,000 Units.
+Added: 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.
−Removed: Jefferies LLC served as the sole book-running
−Removed: manager of the Public Offering.
−Removed: The securities sold in the Public Offering were registered under the Securities Act on a registration
−Removed: statement on Form S-1 (File No.
+Added: Jefferies LLC served as the sole book-running manager of the Public Offering.
+Added: 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.
−Removed: Following the closing of the Public Offering
−Removed: and the Private Placement, $500,000,000 was placed in the Trust Account, comprised of $490,000,000 of the proceeds from the Public
−Removed: Offering (which amount includes $17,500,000 of the underwriters’ deferred discount) and $10,000,000 of the proceeds of the
−Removed: Private Placement and paid $10,000,000 in underwriting discounts.
−Removed: There has been no material change in the planned use of proceeds
−Removed: from the public offering as described in the Prospectus.
+Added: 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.
+Added: 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.