As of April 1, 2022, there was one holder of record of our units, six holders of record of our common stock and two holders of record of our warrants.
We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
On November 12, 2020, our Sponsor purchased 8,625,000 shares (the “Founder Shares”) of our common stock, par value $0.0001 for an aggregate price of $25,000. In January 2021, we effected a stock dividend of approximately 0.167 shares for each outstanding share, resulting in the initial stockholders holding an aggregate of 10,062,500 founders’ shares.
On January 28, 2021, we consummated our Initial Public Offering of 40,000,000 units, each consisting of one share of common stock
and one-fifth of
one warrant to purchase one share of common stock for $11.50 per share, including 5,000,000 units subject to the underwriters’ over-allotment option. Simultaneously with the consummation of the Initial Public Offering, we consummated the private placement of 9,750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $9,750,000. The issuances of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Our Sponsor had agreed to forfeit up to 1,312,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On January 28, 2021 the over-allotment option was partially exercised. Accordingly, 62,500 Founder Shares were forfeited by the Sponsor.
The securities in the offering were registered under the Securities Act on a registration statement on
Form S-1 (SEC
File
Nos. 333-251921 and 333-252421). The
Securities and Exchange Commission declared the registration statement effective on January 25, 2021.
The Private Placement Warrants were purchased by the Sponsor. The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants
are non-redeemable and
may be exercised on a cashless basis, in each case so long as they continue to be held by the initial stockholders or their permitted transferees. The Sponsor has agreed not to transfer, assign, or sell any of the Private Placement Warrants or Common Stock underlying the Private Placement Warrants (except to certain transferees) until thirty days after the completion of the Company’s initial business combination.
Of the gross proceeds received from the initial public offering (including pursuant to the over-allotment option) and private placement of Private Placement Warrants, $400,000,000 (or $10.00 per Unit sold in the initial public offering, including from the over-allotment option) was placed in the trust account.
Transaction costs amounted to $22,524,463, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $524,463 of other offering costs. As of December 31, 2021, cash of $440,291 was held outside of the Trust Account and is available for the payment of offering costs and for working capital purposes.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account not previously released to us (less taxes payable and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay our income taxes, if any. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions, and pursue our growth strategies.
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, plants, 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.