Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Use of Proceeds
In February 2021, our Sponsor paid $25,000, or
approximately $0.003 per share, to cover certain of our offering costs in exchange for 7,187,500 Founder Shares. 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 was 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
of 30,000,000 Units at $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-half of one Public Warrant, with each
whole warrant entitling the holder to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The underwriters
had a 45-day option to purchase up to an additional 4,500,000 Units to cover over-allotments, if any. On October 29, 2021, the underwriters
partially exercised the over-allotment option and purchased 2,975,000 Over-Allotment Units, generating additional gross proceeds of $29,750,000,
and forfeited their option to purchase the remaining 1,535,000 Units. The securities in the Public Offering were registered under the
Securities Act on a registration statement on Form S-1 (No. 333-253963). The SEC declared the registration statement effective on September
21, 2021.
Simultaneously with the closing of the IPO, we
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, our Sponsor purchased
an additional 595,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds
of $595,000. Such securities were issued 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.
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.
There has been no material change in the planned
use of the proceeds from the Public Offering and the sale of the Private Placement Warrants as is described in the prospectus for the
Public Offering.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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