| Item 3.02 | Unregistered Sales of Equity Securities. |
Simultaneous with the consummation of the IPO and the issuance and sale of the Shares, the Company consummated the private placement of 10,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $10,000,000 (the “Private Placement”). The Private Placement Warrants, which were purchased by the Sponsor, and the Class A ordinary shares underlying such warrants will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination, subject to certain limited exceptions.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 22, 2021, in connection with the IPO, Sarah J. Friar, David D. Ossip, Gokul Rajaram and Jay Simons (the “New Directors” and, together with Marc Stad and Pat Robertson, the “Directors”) were appointed to the board of directors of the Company (the “Board”).
Mr. Ossip, Mr. Rajaram and Mr. Simons serve as members of the audit committee, with Mr. Rajaram serving as chair of the audit committee. Ms. Friar and Mr. Simons serve as members of the compensation committee, with Mr. Simons serving as chair of the compensation committee.
Following the appointment of the New Directors, the Board is comprised of the following three classes: the term of office of the first class of directors, consisting of Mr. Stad and Mr. Robertson, will expire at the Company’s first annual general meeting; the term of office of the second class of directors, consisting of Ms. Friar, will expire at the Company’s second annual general meeting; and the term of office of the third class of directors, consisting of Mr. Ossip, Mr. Rajaram and Mr. Simons, will expire at the Company��s third annual general meeting.
In February, 2021, the Sponsor transferred 75,000 of the Company’s Class B ordinary shares to each of Ms. Friar, Mr. Ossip, Mr. Rajaram and Mr. Simons. The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors.
Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
| Item 5.03 | Amendments to Memorandum and Articles of Association. |
On March 22, 2021, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
A total of $400,000,000 of the net proceeds from the IPO and the Private Placement (which includes approximately $14,000,000 of the underwriters’ deferred discount) were placed in a trust account established for the benefit of the holders of the Shares issued in the IPO with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months (or 27 months, as applicable) from the closing of the IPO or (B) with respect to any other provision relating to the rights of
