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Item 2. Unregistered Sales of Equity Securities

2022-05-13 compared with 2021-11-15 · 43 added, 40 removed, 27 unchanged (75% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

and Use of Proceeds.

Use of Proceeds

2 unchanged sentences

Subsequently on March

5, 2021, we effected a 1.2 to 1 share recapitalization with respect to our Class B ordinary shares, as a result of which our sponsor held

8,625,000 Founder Shares.

The number of Founder Shares outstanding was determined based on the expectation that the total size of our

Public Offering would be a maximum of 34,500,000 Units if the underwriters’ over-allotment option is exercised in full and therefore

that such Founder Shares would represent 20% of the outstanding shares after the Public Offering.

Up to 1,125,000 of these shares were

subject to surrender for no consideration depending on the extent to which the underwriter’s over-allotment was exercised.

29, 2021, as a result of the partial exercise of the over-allotment option, our sponsor forfeited 381,250 Founder Shares and the remaining

Founder Shares are no longer subject to forfeiture.

Such securities were issued in connection with our organization pursuant to the exemption

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

No underwriting discounts or commissions were paid with respect

to such sales.

5, 2021, we effected a 1.2 to 1 share recapitalization with respect to our Class B ordinary shares, as a result of which our Sponsor

held 8,625,000 Founder Shares.

The number of Founder Shares outstanding was determined based on the expectation that the total size of

our Public Offering would be a maximum of 34,500,000 Units if the underwriters’ over-allotment option is exercised in full and

therefore that such Founder Shares would represent 20% of the outstanding shares after the Public Offering.

Up to 1,125,000 of these

shares were subject to surrender for no consideration depending on the extent to which the underwriter’s over-allotment was exercised.

On October 29, 2021, as a result of the partial exercise of the over-allotment option, our Sponsor forfeited 381,250 Founder Shares and

the remaining Founder Shares are no longer subject to forfeiture.

Such securities were issued in connection with our organization pursuant

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

No underwriting discounts or commissions were

paid with respect to such sales.

On September 24, 2021, we consummated the IPO

11 unchanged sentences

Simultaneously with the closing of the IPO, we

consummated the sale of 6,250,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating

consummated the sale of 6,250,000 Private Placement Warrants to our Sponsor at a price of $1.00 per Private Placement Warrant, generating

total gross proceeds of $6,250,000.

On October 29, 2021, simultaneously with the closing of the Over-Allotment, the Sponsor purchased

On October 29, 2021, simultaneously with the closing of the Over-Allotment, our Sponsor purchased

an additional 595,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds

1 unchanged sentence

No underwriting discounts or commissions were paid with respect to such sales.

We paid a total of $16,908,188 in

underwriting discounts and commissions and offering costs, consisting of $4,595,000 of underwriting commissions, $11,541,250 of deferred underwriting

We paid a total of $16,908,188 in underwriting

discounts and commissions and offering costs, consisting of $4,595,000 of underwriting commissions, $11,541,250 of deferred underwriting

commissions, and $771,938 of other offering costs related to the IPO.

1 unchanged sentence

use of the proceeds from the Public Offering and the sale of the Private Placement Warrants as is described in the IPO Prospectus.

In connection with the consummation of the Public

Offering, we entered into a forward purchase agreement with Kingstown 1740 Fund, LP and Kingfishers L.P., affiliates of Kingstown Capital

Partners, LLC, collectively “Kingstown” and our sponsor, pursuant to which Kingstown agreed that it will purchase from us

up to 5,000,000 forward purchase Class A ordinary shares (“Forward Purchase Shares”), for $10.00 per share, or an aggregate

amount of up to $50,000,000, in a private placement that will close concurrently with the closing of our initial Business Combination.

The proceeds from the sale of these Forward Purchase Shares, together with the amounts available to us from the Trust Account (after giving

effect to any redemptions of Public Shares) and any other equity or debt financing obtained by us in connection with the Business Combination,

will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and

retaining specified amounts to be used by the post-business combination company for working capital or other purposes.

To the extent

that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, Kingstown may purchase

less than 5,000,000 Forward Purchase Shares.

In addition, Kingstown’s commitment under the forward purchase agreement will be subject

to approval of its investment committee prior to the closing of our initial Business Combination.

Accordingly, if Kingstown’s investment

committee does not give its approval, Kingstown will not be obligated to purchase the Forward Purchase Shares.

Further, we have the right,

in our sole discretion, to reduce the amount of Forward Purchase Shares that Kingstown may purchase pursuant to the forward purchase agreement.

Pursuant to the terms of the forward purchase agreement, Kingstown will have the option to assign its commitment to one of its affiliates

and up to $5,000,000 to members of our management team or board of directors.

The Forward Purchase Shares will be identical to the Class

A ordinary shares included in the Units sold in the Public Offering, except that they will be subject to transfer restrictions and registration

In connection with the consummation of the IPO,

we entered into a forward purchase agreement with Kingstown 1740 Fund, LP and Kingfishers L.P., affiliates of Kingstown Capital Partners,

LLC, collectively “Kingstown” and our Sponsor, pursuant to which Kingstown agreed that it will purchase from us up to 5,000,000

Forward Purchase Shares, for $10.00 per share, or an aggregate amount of up to $50,000,000, in a private placement that will close concurrently

with the closing of our initial Business Combination.

The proceeds from the sale of these Forward Purchase Shares, together with the

amounts available to us from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt

financing obtained by us in connection with the Business Combination, will be used to satisfy the cash requirements of the Business Combination,

including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-Business Combination

company for working capital or other purposes.

To the extent that the amounts available from the Trust Account and other financing are

sufficient for such cash requirements, Kingstown may purchase less than 5,000,000 Forward Purchase Shares.

In addition, Kingstown’s

commitment under the forward purchase agreement will be subject to approval of its investment committee prior to the closing of our initial

Business Combination.

Accordingly, if Kingstown’s investment committee does not give its approval, Kingstown will not be obligated

to purchase the Forward Purchase Shares.

Further, we have the right, in our sole discretion, to reduce the amount of Forward Purchase

Shares that Kingstown may purchase pursuant to the forward purchase agreement.

Pursuant to the terms of the forward purchase agreement,

Kingstown will have the option to assign its commitment to one of its affiliates and up to $5,000,000 to members of our management team

or board of directors.

The Forward Purchase Shares will be identical to the Class A ordinary shares included in the Units sold in the

Public Offering, except that they will be subject to transfer restrictions and registration rights.

Defaults Upon Senior Securities.

2 unchanged sentences

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