Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
Unregistered Sales
On December 16, 2020, our
Sponsor paid an aggregate of $25,000 for certain offering costs on our behalf in exchange for issuance of 7,187,500 Class B common stock (the Founder Shares). In February, 2021, our Sponsor transferred 25,000 founder shares to each of
Darla Anderson, Francesca Luthi and Charles E. Wert, our director nominees, resulting in our sponsor holding 7,112,500 founder shares. On March 4, 2021, we effected a 1:1.2 stock split of our Class B common stock, resulting in an aggregate of
8,625,000 Founder Shares outstanding of which 8,550,000 are held by our Sponsor. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,125,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase
additional units is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Companys issued and outstanding shares after the Initial Public Offering. On March 4, 2021, the underwriter exercised its
over-allotment option in full.
No underwriting discounts or commissions were paid with respect to such sales.
Use of Proceeds
In connection with the Initial
Public Offering, we incurred offering costs of approximately $19.6 million (including deferred underwriting commissions of approximately $12.1 million). Other 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, $345.0 million of the net proceeds from our Initial Public Offering and certain of the proceeds from the Private Placement Units (or $10.00 per Unit 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 Warrants 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
Companys final prospectus related to the Initial Public Offering.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine
Safety Disclosures
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.