What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2021-08-16 compared with 2021-07-19 · 36 added, 30 removed, 2 unchanged (97% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

March 18, 2021, we consummated our Initial Public Offering of 30,000,000 units.

On March 18, 2021, in connection with the underwriters’

election to exercise their over-allotment option, we consummated the sale of an additional 4,500,000 Units.

The Units sold in our Initial

Public Offering and exercise of over-allotment option were sold at an offering price of $10.00 per Unit, generating total gross proceeds

of $345,000,000.

The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No.

The Securities and Exchange Commission declared the registration statement effective on March 15, 2021.

Simultaneously

with the consummation of the Initial Public Offering, we consummated a private placement of 5,933,333 Private Placement Warrants to our

Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $8,900,000.

Such securities were issued pursuant

to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Private Placement Warrants are identical to the warrants underlying the Units in the Initial Public Offering except that, so long as

they are held by the Sponsor or its permitted transferees:

(1) they will not be redeemable by the Company except if the Reference Value

is less than $18.00 per share (as adjusted for certain adjustments to the number of shares issuable upon exercise or the exercise price

of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public

(2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited

exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of a Business Combination;

be exercised by the holders on a cashless basis;

and (4) they (including the ordinary shares issuable upon exercise of these warrants)

are entitled to registration rights.

the gross proceeds received from our Initial Public Offering including the over-allotment option and the Private Placement Warrants,

$345,000,000 was placed in the Trust Account.

paid a total of $6,900,000 in underwriting discounts and commissions and $1,194,599 for other costs and expenses related to our Initial

Public Offering.

In addition, the underwriter agreed to defer $12,075,000 in underwriting discounts and commissions.

a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

On March 18, 2021, we consummated our Initial

Public Offering of 30,000,000 units.

On March 18, 2021, in connection with the underwriters’ election to exercise their over-allotment

option, we consummated the sale of an additional 4,500,000 Units.

The Units sold in our Initial Public Offering and exercise of over-allotment

option were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $345,000,000.

The securities in the offering

were registered under the Securities Act on a registration statement on Form S-1 (No.

The Securities and Exchange Commission

declared the registration statement effective on March 15, 2021.

Simultaneously with the consummation of the Initial

Public Offering, we consummated a private placement of 5,933,333 Private Placement Warrants to our Sponsor at a price of $1.50 per Private

Placement Warrant, generating total proceeds of $8,900,000.

Such securities were issued pursuant to the exemption from registration contained

in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to

the warrants underlying the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted

(1) they will not be redeemable by the Company except if the Reference Value is less than $18.00 per share (as adjusted for

certain adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants

must also be concurrently called for redemption on the same terms as the outstanding public warrants;

(2) they (including the Class A

ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or

sold by the Sponsor until 30 days after the completion of a Business Combination;

(3) they may be exercised by the holders on a cashless

and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

Of the gross proceeds received from our Initial

Public Offering including the over-allotment option and the Private Placement Warrants, $345,000,000 was placed in the Trust Account.

We paid a total of $6,900,000 in underwriting

discounts and commissions and $1,194,599 for other costs and expenses related to our Initial Public Offering.

In addition, the underwriter

agreed to defer $12,075,000 in underwriting discounts and commissions.

For a description of the use of the proceeds generated

in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not applicable.

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