What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2020-11-13 compared with 2020-09-18 · 32 added, 20 removed, 2 unchanged (96% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

Simultaneously with the consummation of the Initial Public Offering and the exercise of the over-allotment option by the underwriters in full, our sponsor purchased 499,000 Private Placement Shares at

a price of $10.00 per Private Placement Share, in a private placement that closed simultaneously with the closing of the Initial Public Offering.

This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the

Securities Act and no underwriting discounts or commissions were paid with respect to such sale.

In connection with the Initial Public Offering, our sponsor had agreed to loan us an aggregate of up to $300,000 pursuant to the Note.

This loan is non-interest bearing and payable on the earlier

of December 31, 2020 or the consummation of the Initial Public Offering.

As of June 30, 2020, the Company borrowed approximately $63,000 under the Note.

Subsequent to June 30, 2020, the Company received the remaining balance of the loan proceeds

under the Note of approximately $137,000, for a total of $200,000 balance under the Note.

Upon the completion of the Initial Public Offering on August 11, 2020, the Note was fully repaid.

Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional ordinary shares, $149,500,000 was placed in the Trust Account.

proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Shares are invested in U.S.

government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under

Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

We paid a total of $2,990,000 in underwriting discounts and commissions and approximately $533,000 for other costs and expenses related to the Initial Public Offering.

In addition, the underwriters

agreed to defer $5,232,500 in underwriting discounts and commissions.

Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

Unregistered Sales

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 499,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to our

Sponsor, generating gross proceeds of approximately $5.0 million.

This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and no underwriting discounts or commissions were paid with

respect to such sale.

On April 2, 2020, our Sponsor paid $25,000 to cover certain of our offering costs in consideration of 3,593,750 Founder Shares.

In July 2020, our Sponsor transferred an aggregate of 90,000

Founder Shares to our independent director nominees.

On August 6, 2020, we effected a share capitalization resulting in the initial shareholders holding 3,737,500 Founder Shares.

Our Sponsor agreed to forfeit up to 487,500 Founder Shares to the

extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the

Initial Public Offering.

The underwriters fully exercised the over-allotment option on August 11, 2020;

thus, these 487,500 Founder Shares were no longer subject to forfeiture.

Such securities were issued in connection with the Company’s

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

Use of Proceeds

On August 11, 2020, we consummated the Initial Public Offering of 14,950,000 Public Shares, including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their

over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting

The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (File No.

333-239986) that became effective on August 6, 2020.

In connection with the Initial Public Offering, we incurred offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions.

incurred offering costs consisted principally of preparation fees related to the Initial Public Offering.

After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation

of the Initial Business Combination, if consummated) and the Initial Public Offering expenses, approximately $149.5 million of the net proceeds from our Initial Public Offering and certain of the proceeds from the Private Placement of the Private

Placement Shares (or $10.00 per share sold in the Initial Public Offering) was placed in the Trust Account.

The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Shares are held in the Trust

Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.

There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the

Initial Public Offering.

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

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