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 Company’s
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 as described elsewhere in this Quarterly Report on Form 10-Q. As
described elsewhere in this Quarterly Report on Form 10-Q, in connection with the Extension Amendment, public shareholders elected to
redeem an aggregate of 23,256,504 Class A ordinary shares at a redemption price of $10.21 per share, representing approximately 67.41%
of the issued and outstanding Class A ordinary shares, for an aggregate redemption amount of approximately $237,372,952. Following such
redemptions, approximately $114,759,374 remained in the Trust Account.
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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