Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, our only
source of liquidity was an initial purchase of Class B
ordinary shares by our Sponsor and advances from our Sponsor.
On January 11, 2021, we consummated our Initial Public Offering of
45,000,000 shares, which included the full exercise by the
underwriters of the
over-allotment
option to purchase an additional 5,000,000 shares, at $10.00 per
share, generating gross proceeds of $450,000,000 (the “Initial
Public Offering”). Simultaneously with the closing of the Initial
Public Offering, we consummated the sale of an aggregate of
1,100,000 Private Placement Shares to our sponsor at a price of
$10.00 per share, generating gross proceeds of $11,000,000.
Following the Initial Public Offering, the full exercise of the
over-allotment option, and the sale of the Private Placement
Shares, a total of $450,000,000 was placed in the Trust Account,
and we had $1,995,000 of cash held outside of the Trust Account,
after payment of costs related to the Initial Public Offering, and
available for working capital purposes. We incurred $25,304,775 in
transaction costs, including $9,000,000 of underwriting fees,
$15,750,000 of deferred underwriting fees and $554,775 of other
offering costs.
For the six months ended June 30, 2021, net cash used in operating
activities was $911,360. The net loss of $1,644,255 was offset by
the change in value of the FPA liability of $1,156,478 and interest
earned on marketable securities held in trust of $12,701. Changes
in operating assets and liabilities used $410,882 of cash from
operating activities.
At June 30, 2021, we had cash held in the Trust Account of
$450,012,700. We intend to use substantially all of the funds held
in the Trust Account, including any amounts representing interest
earned on the Trust Account (less taxes payable (if applicable) and
deferred underwriting commissions) and the proceeds from the sale
of the forward purchase shares to complete our Business
Combination. To the extent that our shares or debt is used, in
whole or in part, as consideration to complete our Business
Combination, the remaining proceeds held in the Trust Account will
be used as working capital to finance the operations of the
post-Business Combination entity, make other acquisitions and
pursue our growth strategies.
At June 30, 2021, we had cash of $553,866 held outside of the Trust
Account. We intend to use the funds held outside the Trust Account
primarily to identify and evaluate target businesses, perform
business due diligence on prospective target businesses, travel to
and from the offices, properties or similar locations of
prospective target businesses or their representatives or owners,
review corporate documents and material agreements of prospective
target businesses, and structure, negotiate and complete a Business
Combination.
In order to fund working capital deficiencies or finance
transaction costs in connection with a Business Combination, our
Sponsor or an affiliate of our Sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may
be required. If we complete a Business Combination, we would repay
such loaned amounts. In the event that a Business Combination does
not close, we may use a portion of the working capital held outside
the Trust Account to repay such loaned amounts but no proceeds from
our Trust Account would be used for such repayment. Up to
$2,000,000 of such loans may be convertible into shares of the
post-Business Combination entity at a price of $10.00 per share at
the option of the lender.
We do not believe we will need to raise additional funds in order
to meet the expenditures required for operating our business.
However, if our estimate of the costs of identifying a target
business, undertaking
in-depth
due diligence and negotiating and consummating a Business
Combination are less than the actual amount necessary to do so, we
may have insufficient funds available to operate our business prior
to our Business Combination. Moreover, we may need to obtain
additional financing either to complete our Business Combination or
because we become obligated to redeem a significant number of our
public shares upon consummation of our Business Combination, in
which case we may issue additional securities or incur debt in
connection with such Business Combination. Subject to compliance
with applicable securities laws, we would only complete such
financing simultaneously with the completion of our Business
Combination. If we are unable to complete our Business Combination
because we do not have sufficient funds available to us, we will be
forced to cease operations and liquidate the Trust Account. In
addition, following our Business Combination, if cash on hand is
insufficient, we may need to obtain additional financing in order
to meet our obligations.