(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of the cover pages which relate to the beneficial ownership of the Class A ordinary shares, as of December 31, 2021, are incorporated herein by reference.
The Sponsor directly owns 8,550,000 Class B ordinary shares, which are convertible into an equal number of Class A ordinary shares, representing 19.9% of the Issuer’s outstanding shares. See “Description of Securities – Founder Shares” in the Issuer’s Final Prospectus on Form 424(b)(4) (File No. 333-248951), as filed with the Securities and Exchange Commission on January 25, 2021, for more information. KSH Capital LP is the manager of the Sponsor. Each of Jeffrey E. Kelter, Robert F. Savage and Thomas Jermoluk indirectly own an approximately 30% interest in Sponsor and, pursuant to the Sponsor’s operating agreement, through their investment vehicles have a consent right over the Sponsor’s investments, including voting and investment discretion with respect to the Class B Ordinary Shares held of record by the Sponsor. As a result of this relationship, the Reporting Persons may be deemed to have or share beneficial ownership of the securities directly held by the Sponsor.
This Schedule 13G excludes 9,400,000 Class A ordinary shares issuable upon the exercise of 9,400,000 private placement warrants held by the Sponsor. Each private placement warrant becomes exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.
Percentage ownership is based on (i) 34,500,000 Class A ordinary shares outstanding as of January 7, 2022, as reported by the Issuer in the Quarterly Report and (ii) 8,550,000 Class B ordinary shares (assumes conversion of all Class B ordinary shares into Class A ordinary shares).
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Under certain circumstances, partners or members of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A ordinary shares owned by such Reporting Persons.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
Not applicable.
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