−Removed: Unregistered Sales of Equity Securities
−Removed: and Use of Proceeds from Registered Securities
−Removed: Use of Proceeds from
−Removed: the Initial Public Offering and Concurrent Private Placement
−Removed: On March 16, 2021 we
−Removed: consummated the Initial Public Offering of 25,000,000 Units, with each Unit consisting of one share of Class A common stock and one-fourth
−Removed: of one warrant.
−Removed: Each whole warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per whole
−Removed: The Units in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating total gross proceeds of
−Removed: approximately $250,000,000.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
+Added: of Proceeds from the Initial Public Offering and Concurrent Private Placement
+Added: March 16, 2021 we consummated the Initial Public Offering of 25,000,000 Units, with each Unit consisting of one share of Class A common
+Added: stock and one-fourth of one warrant.
+Added: Each whole warrant is exercisable to purchase one share of Class A common stock at an exercise price
+Added: of $11.50 per whole share.
+Added: The Units in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating total
+Added: gross proceeds of approximately $250,000,000.
acted as sole book-running manager for the Initial Public Offering.
−Removed: The securities sold in the
−Removed: Initial Public Offering were registered under the Securities Act on registration statements on Form S-1 (Nos.
+Added: The securities
+Added: sold in the Initial Public Offering were registered under the Securities Act on registration statements on Form S-1 (Nos.
333-253308 and
The registration statements became effective on March 11, 2021.
−Removed: We paid a total of $4,500,000
−Removed: in underwriting discounts and commissions and approximately $400,000 for other costs and expenses related to the Initial Public Offering.
+Added: paid a total of $4,500,000 in underwriting discounts and commissions and approximately $400,000 for other costs and expenses related to
+Added: the Initial Public Offering.
In addition, we have engaged CF&Co.
−Removed: as an advisor in connection with our business combination, pursuant to a Business Combination
−Removed: Marketing Agreement.
+Added: as an advisor in connection with our business combination, pursuant
+Added: to a Business Combination Marketing Agreement.
We will pay CF&Co.
−Removed: a cash fee for such services out of funds in the Trust Account upon the consummation of our
−Removed: Initial Business Combination in an amount of $9,350,000, which is equal to, in the aggregate, 3.5% of the gross proceeds of the base offering
−Removed: in the Initial Public Offering and 5.5% of the gross proceeds from the exercise of the underwriters’
+Added: a cash fee for such services out of funds in the Trust Account upon
+Added: the consummation of our Initial Business Combination in an amount of $9,350,000, which is equal to, in the aggregate, 3.5% of the gross
+Added: proceeds of the base offering in the Initial Public Offering and 5.5% of the gross proceeds from the exercise of the underwriters’
over-allotment option.
−Removed: repaid the Pre-IPO Note to our Sponsor from the proceeds of the Initial Public Offering.
−Removed: After deducting the underwriting
−Removed: discounts and commissions and the offering expenses, the total net proceeds from our Initial Public Offering and the sale of the Private
−Removed: Placement Units was approximately $250,000,000, of which $244,600,000 of the proceeds from the Initial Public Offering and $5,400,000
−Removed: of the proceeds of the sale of the Private Placement Units, was placed in the Trust Account.
−Removed: As of March 31, 2021, approximately $25,000
−Removed: was held outside the Trust Account and will be used to fund the Company’s operating expenses.
−Removed: The proceeds held in the Trust Account
−Removed: may be invested by the trustee only in U.S.
−Removed: government treasury bills with a maturity of 185 days or less or in money market funds investing
−Removed: solely in U.S.
−Removed: government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
−Removed: There has been no material
−Removed: change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s
−Removed: final prospectus related to the Initial Public Offering.
+Added: We also repaid the Pre-IPO Note to our Sponsor from the proceeds of the Initial Public Offering.
+Added: deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds from our Initial Public Offering
+Added: and the sale of the Private Placement Units was approximately $250,000,000, of which $244,600,000 of the proceeds from the Initial Public
+Added: Offering and $5,400,000 of the proceeds of the sale of the Private Placement Units, was placed in the Trust Account.
+Added: As of June 30, 2021,
+Added: approximately $66,100 was held outside the Trust Account and will be used to fund the Company’s operating expenses.
+Added: held in the Trust Account may be invested by the trustee only in U.S.
+Added: government treasury bills with a maturity of 185 days or less or
+Added: in money market funds investing solely in U.S.
+Added: government treasury obligations and meeting certain conditions under Rule 2a-7 under the
+Added: Investment Company Act.
+Added: has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described
+Added: in the Company’s final prospectus related to the Initial Public Offering.
Defaults Upon Senior Securities
Mine Safety Disclosures
−Removed: 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.