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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