Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds from Registered Securities
Use of Proceeds from
the Initial Public Offering and Concurrent Private Placement
On February 23, 2021,
we consummated the Initial Public Offering of 30,000,000 Units, with each Unit consisting of one share of Class A common stock and one-fourth
of one warrant. Each whole warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per whole
share. The Units in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating total gross proceeds of
approximately $300,000,000. CF&Co. acted as sole book-running manager for the Initial Public Offering. The securities sold in the
Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252598 ).
The SEC declared the registration statement effective on February 18, 2021.
We paid a total of $6,100,000
in underwriting discounts and commissions and approximately $500,000 for other costs and expenses related to the Initial Public Offering.
In addition, we have engaged CF&Co. as an advisor in connection with our business combination, pursuant to a Business Combination
Marketing Agreement. We will pay CF&Co. a cash fee for such services out of funds in the Trust Account upon the consummation of the
Initial Business Combination in an amount of $10,500,000, which is equal to 3.5% of the gross proceeds of the Initial Public Offering.
We also repaid the Pre-IPO Note to our Sponsor from the proceeds of the Initial Public Offering.
After deducting the
underwriting discounts and commissions and the offering expenses, the total net proceeds from our Initial Public Offering and the sale
of the Private Placement Units was approximately $300,000,000, of which $293,000,000 of the proceeds from the Initial Public Offering
and $7,000,000 of the proceeds of the sale of the Private Placement Units, was placed in the Trust Account. As of March 31, 2021, approximately
$25,000 was held outside the Trust Account and will be used to fund the Company’s operating expenses. The proceeds held in the
Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market
funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company
Act.
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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.
Item 3. Defaults Upon Senior
Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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