Item 2. Unregistered Sales of Equity Securities
Item 2. 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 $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 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 our 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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