The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 4.1, 10.1 through 10.15, respectively.
| Item 3.02. | Unregistered Sales of Equity Securities. |
Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 15,437,500 warrants to the Sponsor at a purchase price of $1.00 per warrant (the “Private Placement Warrants”), generating gross proceeds to the Company of $15,437,500. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of its Private Placement Warrants until 30 days after the completion of the Company’s initial business combination, subject to certain limited exceptions. The Private Placement Warrants are also not redeemable by the Company so long as they are held by the Sponsor or their permitted transferees. No underwriting discounts or commissions were paid with respect to such sale. In addition, as long as they are held by the Sponsor or their permitted transferees, the Private Placement Warrants may be exercised by the holders on a cashless basis and they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective March 1, 2022, in connection with the IPO, Marc Sole, David Grill, Sean Bratches, Winifred Park, Matthew Burton and Tracy Dolgin were appointed to the board of directors of the Company (the “Board”). Prior to their appointments to the Board, the Board determined that Mr. Bratches, Ms. Park, Mr. Burton and Mr. Dolgin (collectively, the “Independent Directors”) are independent directors within the meaning of the applicable Commission and Nasdaq Stock Market LLC rules. Effective March 1, 2022, Ms. Park, Mr. Dolgin and Mr. Bratches were appointed to the Board’s audit committee, with Ms. Park serving as the chair of the audit committee. Mr. Burton, Mr. Dolgin and Mr. Bratches were appointed to the Board’s nominating committee, with Mr. Dolgin serving as chair of such committee. Ms. Park, Mr. Burton and Mr. Bratches were appointed to the Board’s compensation committee, with Mr. Bratches serving as chair of such committee.
On March 1, 2022, each of our directors and officers entered into the Letter Agreement and an Indemnity Agreement with the Company, such agreements are attached hereto as Exhibit 10.1 and Exhibits 10.8 through 10.15 hereto, and our Independent Directors entered into the Registration Rights Agreement attached as Exhibit 10.3 hereto. In addition, in January 2022, the Sponsor transferred an aggregate of 25,000 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), to each of the Independent Directors. The Company will reimburse its directors for any out-of-pocket expenses incurred in connection with fulfilling their roles as directors.
Other than the foregoing, none of the directors are a party to any arrangement or understanding with any person pursuant to which he or she was appointed as director, nor is any director party to any transactions involving the Company required to be disclosed under Item 404(a) of Regulation S-K.
The foregoing descriptions of the Letter Agreement, the Registration Rights Agreement and the Indemnity Agreements do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement, the Registration Rights Agreement and Indemnity Agreements attached as Exhibit 10.1, Exhibit 10.3 and Exhibits 10.8 through 10.15 hereto, respectively, and are incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 1, 2022, in connection with the IPO, the Company’s amended and restated memorandum and articles of association became effective. A copy of the amended and restated memorandum and articles of association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
