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Item 2. Unregistered Sales of Equity Securities

2021-05-24 compared with 2020-11-23 · 32 added, 33 removed, 9 unchanged (88% of the section changed)

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.

consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-fourth of one redeemable warrant of

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.

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.

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;

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

(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.

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

and (4) they (including the Class A

ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

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

2 unchanged sentences

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.

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.

DEFAULTS UPON SENIOR SECURITIES.

2 unchanged sentences

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