Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.
On October 14, 2020, we consummated our
Initial Public Offering of 80,500,000 Units, inclusive of 10,500,000 Units sold to the underwriters upon the election to fully
exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $805,000,000. Each Unit
consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-fourth of one redeemable warrant of
the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share Ordinary Share for $11.50 per
share, subject to adjustment. Credit Suisse acted as the sole book-running manager. The securities sold in the offering were registered
under the Securities Act on registration statements on Form S-1 (No. 333-248915 and 333-249396). The registration statements became
effective on October 8, 2020.
Simultaneously with the consummation of
the Initial Public Offering, and the exercise of the over-allotment option in full and the sale of the Private Placement Warrants,
we consummated a private placement of 8,000,000 Private Placement Warrants to our Sponsor at a price of $2.00 per Private Placement
Warrant, generating total proceeds of $16,000,000. Such securities were issued pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical
to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or
its permitted transferees: (1) they will not be redeemable by us (except in certain redemption scenarios when the price per Class
A ordinary share equals or exceeds $10.00 (as adjusted)); (2) they (including the Class A ordinary shares issuable upon exercise
of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days
after the completion of our Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including
the Class A ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.
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Of the gross proceeds received from the
Initial Public Offering and the full exercise of the option to purchase additional Units, $805,000,000 was placed in the Trust
Account.
We paid a total of $14,000,000 in underwriting
discounts and commissions and $484,062 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters
agreed to defer $28,175,000 in underwriting discounts and commissions.
For a description of the use of the proceeds
generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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