Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
Unregistered Sales
On December 31, 2019, the Sponsor paid $25,000,
or approximately $0.003 per share, in consideration of 8,625,000 Class B ordinary shares, par value $0.0001 per share. 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 May 5, 2020, the Sponsor purchased 9,500,000
Private Placement Warrants, each exercisable to purchase one ordinary share at $11.50 per share, at a price of $1.00 per warrant ($9,500,000
in the aggregate), 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.
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Use of Proceeds
In connection with the Initial Public Offering,
we incurred offering costs of approximately $17.4 million (including deferred underwriting commissions of approximately $10.5 million).
Other incurred offering costs consisted principally 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, $300 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.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
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