PART II - OTHER INFORMATION
Item 1. Legal
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially
from those in this Quarterly Report are any of the risks described
in the Company’s Registration Statement. Any of these factors could
result in a significant or material adverse effect on our results
of operations or financial condition. Additional risk factors not
presently known to us or that we currently deem immaterial may also
impair our business or results of operations. As of the date of
this Quarterly Report, there have been no material changes to the
risk factors disclosed in our Registration Statement.
Item 2. Unregistered Sales of Equity Securities and Use of
Unregistered Sales of Equity
Securities and Use of Proceeds
On July 13, 2021, we consummated the initial public offering of
30,000,000 Units, each comprising of one share of Class A common
stock, $0.0001 par value per share and one-third of one public
warrant. The Units sold in the Initial Public Offering were sold at
an offering price of $10.00 per Unit, generating total gross
proceeds of $300,000,000. Credit Suisse Securities (USA) LLC,
Apollo Global Securities, LLC, Citigroup Global Markets Inc.,
Barclays Capital Inc. and Evercore Group L.L.C. acted as joint
bookrunners of the offering. The securities in the offering were
registered under the Securities Act on a registration statement on
Form S-1 (No. 333-254409). The registration statement was declared
effective on July 8, 2021.
Simultaneous with the consummation of the Initial Public Offering,
we consummated the private placement of an aggregate of 5,235,000
Private Placement Warrants to our sponsor at a price of $1.50 per
Private Placement Warrant, generating total proceeds of $7,852,500.
The issuance was made 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 sold in the Initial Public Offering, except
that the Private Placement Warrants are not transferable,
assignable or salable until after the completion of an Initial
Business Combination, subject to certain limited exceptions.
We paid a total of $6,000,000 in underwriting discounts and
commissions and $1,350,948 for other costs and expenses related to
the Initial Public Offering. In addition, the underwriters agreed
to defer up to $10,500,000 (or $12,075,000 if the underwriters’
over-allotment option is exercised in full) in underwriting
discounts and commissions.
Of the gross proceeds received from the Initial Public Offering and
the sale of the Private Placement Warrants, $300,000,000 was placed
in the Trust Account established in connection with the Initial
The Company incurred approximately $17,850,948 of offering costs in
connection with the Initial Public Offering, including $6,000,000
of underwriting fees, $12,075,000 of deferred underwriting fees and
$1,350,948 of other costs. There has been no material change in the
planned use of proceeds from the Initial Public Offering as
described in our final prospectus dated July 9, 2021, which was
filed with the SEC.
On August 3, 2021, the Company consummated the sale of 4,500,000
over-allotment Units pursuant to the underwriters’ exercise of
their over-allotment option. Such over-allotment Units were sold at
$10.00 per Unit, generating gross proceeds of $45,000,000.
Substantially concurrently with the closing of the sale of the
over-allotment Units, the Company consummated the private sale of
an additional 600,000 Private Placement Warrants at a purchase
price of $1.50 per Private Placement Warrant to the Sponsor,
generating gross proceeds of $900,000.