What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2021-08-16 compared with 2021-05-24 · 15 added, 31 removed, 9 unchanged (84% of the section changed)

Unregistered Sales of Equity Securities

and Use of Proceeds from Registered Securities

Unregistered Sales

On December 30,

2020, the Sponsor paid an aggregate of $25,000 for certain expenses in exchange for the issuance of 8,625,000 Class B ordinary shares

(retroactively adjusting for the issuance of 1,437,500 Class B ordinary shares resulting from a share dividend effected by us on February

25, 2021) (the “Founder Shares”).

The Sponsor transferred 25,000 of its Founders Shares to each of our three independent directors,

Noreen Doyle, William Janetschek and David Poritz, and an aggregate of 47,500 of its Founder Shares to certain of our employees and consultants.

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.

On February 25, 2021,

our Sponsor purchased 6,266,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, generating gross proceeds

of approximately $9.4 million, 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.

No underwriting discounts

or commissions were paid with respect to such sales.

Unregistered Sales of

Equity Securities and Use of Proceeds from Registered Securities

Use of Proceeds

On March 2, 2021, we

consummated the Initial Public Offering of 34,500,000 units (the “Units”

and, with respect to the Class A ordinary shares

included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of approximately

consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares

included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of approximately

$345.0 million.

In connection with the

Initial Public Offering, we incurred offering costs of approximately $19.18 million, inclusive of approximately $12.08 million in

deferred underwriting commissions.

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

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 of the Private Placement Warrants

(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.

Initial Public Offering, we incurred offering costs of approximately $19.18 million, inclusive of approximately $12.08 million in deferred

underwriting commissions.

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 of the Private Placement Warrants (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 Company’s

final prospectus related to the Initial Public Offering.

3 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